<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
[Fee Required]
For the fiscal year ended September 27, 1997
--------------------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
[No Fee Required]
For the transition period from _____________________ to ______________________
Commission File Number 0-23161
--------------------------------------------------------
TROPICAL SPORTSWEAR INT'L CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 59-3424305
- -------------------------------------- ------------------
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.
4902 W. Waters Avenue Tampa, FL 33634-1302
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (813) 249-4900
----------------------------
Securities registered pursuant to Section 12(b) of the Act:
None
- -------------------------------------------------------------------------------
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days [ ] Yes [X] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of December 1, 1997 there were 7,600,000 shares of Common Stock outstanding.
The aggregate market value of the Common Stock held by non-affiliates of the
registrant, based on the last sale price reported on the Nasdaq National Market
as of December 1, 1997, was approximately $53,038,000.
DOCUMENT INCORPORATED BY REFERENCE:
-----------------------------------
Document Form 10-K Reference
- -------- ---------------------
Proxy Statement, dated January 2, 1998 Part III, Items 10-13
1
<PAGE> 2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Tampa, and State of Florida, on this 8th day of April, 1998.
TROPICAL SPORTSWEAR INT'L CORPORATION
(Registrant)
By: /s/ William W. Compton
------------------------------------------
William W. Compton
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirement of the Securities Exchange Act of 1934,
this amended report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board April 8, 1998
* Chief Executive Officer
- --------------------------------------- and Director
William W. Compton
* President April 8, 1998
- ---------------------------------------
Richard J. Domino
Executive Vice President, April 8, 1998
/s/ Michael Kagan Chief Financial Officer,
- --------------------------------------- Secretary and Director
Michael Kagan
* Director April 8, 1998
- ---------------------------------------
Jesus Alvarez-Morodo
* Director April 8, 1998
- ---------------------------------------
Eloy S. Vallina-Laguera
* Director April 8, 1998
- ---------------------------------------
Leslie J. Gillock
* Director April 8, 1998
- ---------------------------------------
Donald H. Livingston
* Director April 8, 1998
- ---------------------------------------
Leon H. Reinhart
* By: /s/ Michael Kagan
- ---------------------------------------
Michael Kagan
Attorney-In-Fact
</TABLE>
40
<PAGE> 3
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------
<S> <C>
2.1--- Agreement and Plan of Merger by Tropical Sportswear Int'l Corporation, as the Surviving Corporation,
and Apparel International Group, Inc., as the Merging Corporation. (3)
2.2--- Agreement and Plan of Merger by Tropical Sportswear Int'l Corporation, as the Surviving Corporation,
and Tropical Acquisition Corporation and Tropical Sportswear International Corporation, as the
Merging Corporations. (3)
3.1--- Amended and Restated Articles of Incorporation of Tropical Sportswear Int'l Corporation. (1)
3.2--- Amended and Restated Bylaws of Tropical Sportswear Int'l Corporation. (1)
4.1--- Specimen certificate for the Common Stock of Tropical Sportswear Int'l Corporation. (2)
4.2--- Shareholders' Agreement by and among Tropical Sportswear Int'l Corporation, William W. Compton, the
Compton Family Limited Partnership, Michael Kagan, the Kagan Family Limited Partnership, Shakale
Internacional, S.A., and Accel, S.A. de C.V. (2)
10.1--- Loan and Security Agreement, dated September 28, 1994, by and between Tropical Sportswear Int'l
Corporation and Fleet Capital Corporation (formerly Barclays Business Credit, Inc.) (1)
10.2--- Construction and Term Loan Agreement, dated as of May 7, 1996, by
and between Tropical Sportswear Int'l Corporation and SouthTrust
Bank of Alabama, National Association, as amended.(1)
10.3--- Retail - Domestic Collection Factoring Agreement, dated October 1, 1995, by and between Heller
Financial, Inc. and Tropical Sportswear Int'l Corporation.(1)
10.4--- Employment Agreement between William W. Compton and Tropical Sportswear Int'l Corporation. (3)
10.5--- Employment Agreement between Michael Kagan and Tropical Sportswear Int'l Corporation. (3)
10.6--- Employment Agreement between Richard J. Domino and Tropical Sportswear Int'l Corporation. (3)
10.7--- Tropical Sportswear Int'l Corporation Employee Stock Option Plan.(1)
10.8--- Tropical Sportswear Int'l Corporation on-Employee Director Stock Option Plan.(1)
10.9--- 1996 Apparel International Group, Inc. Stock Option Plan.(1)
11.1--- Statement re: computation of per share earnings. (3)
21.1--- List of subsidiaries of Tropical Sportswear Int'l Corporation.(2)
23.1--- Consent of NPD Group, Inc. (filed herewith)
23.2--- Consent of Sandler & Travis Trade Advisory Services, Inc. (filed herewith)
24.1--- Power of Attorney relating to subsequent amendments. (3)
27.1--- Financial Data Schedule for the year ended September 28, 1996. (filed for SEC purposes only) (1)
27.2--- Financial Data Schedule for the year ended September 27, 1997. (filed for SEC purposes only) (3)
</TABLE>
(1) Filed with Registration Statement (Form S-1) on August 15, 1997,
Registration No. 333-33729 and incorporated herein by reference.
(2) Filed with Amendment #1 to Registration Statement (Form S-1) on October
2, 1997, Registration No. 333-33729 and incorporated herein by reference.
(3) Filed with Annual Report (Form 10-K) on December 23, 1997, File
No. 0-23161.
41
<PAGE> 1
Exhibit 23.1
March 23, 1998
Ms. Kathaleen Mercer
The NPD Group, Inc.
900 West Shore Road
Port Washington, New York 11050-0402
SENT VIA FEDERAL EXPRESS
Dear Ms. Mercer:
I am writing as a follow-up to our telephone conversation concerning the
reference to NPD Group, Inc. as the source of certain apparel industry
information that was included in the Tropical Sportswear Int'l Corporation's
Annual Report on Form 10-K for the year ended September 1997. Attached to this
correspondence is a copy of the Company's Annual Report that includes the
paragraphs where the industry data you provided was quoted. Please signify your
consent for the use of your name associated with this data by signing at the
space provided below. Please return the original of this letter to me in the
enclosed prepaid Federal Express envelope and retain a copy for your own files.
Thank you in advance for your assistance with this matter and if you should have
any questions, please feel free to call me at 813-249-4900, extension 1068.
Sincerely,
/s/ N. Larry McPherson
N. Larry McPherson
Executive Vice President -
Finance & Operations
THE NPD GROUP, INC.
/s/ Kathaleen L. Mercer
- ------------------------------
Signature
VP, NPD POS
- ------------------------------
Title
4/2/98
- ------------------------------
Date
<PAGE> 1
Exhibit 23.2
March 23, 1998
Mr. Tom Travis
Sandler & Travis Trade Advisory Services, Inc.
5200 Blue Lagoon Drive
Miami, Florida 33126-2022
SENT VIA FEDERAL EXPRESS
Dear Mr. Travis:
I am writing as a follow-up to our telephone conversation concerning the
reference to Sandler & Travis Trade Advisory Services, Inc. as the source of
certain apparel industry information that was included in the Tropical
Sportswear Int'l Corporation's Annual Report on Form 10-K for the year ended
September 1997. Attached to this correspondence is a copy of the Company's
Annual Report that includes the paragraphs where the industry data you provided
was quoted. Please signify your consent for the use of your name associated with
this data by signing at the space provided below. Please return the original of
this letter to me in the enclosed prepaid Federal Express envelope and retain a
copy for your own files.
Thank you in advance for your assistance with this matter and if you should have
any questions, please feel free to call me at 813-249-4900, extension 1068.
Sincerely,
/s/ N. Larry McPherson
N. Larry McPherson
Executive Vice President - Finance &
Operations
SANDLER & TRAVIS TRADE ADVISORY SERVICES, INC.
/s/ Tom Travis
- ----------------------------------------------
Signature
Managing Director
- ----------------------------------------------
Title
3/26/98
- ----------------------------------------------
Date
