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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MAY 1, 1998
TROPICAL SPORTSWEAR INT'L CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 000-23161 59-3420305
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4902 WEST WATERS AVENUE
TAMPA, FLORIDA 33634-1302
(Address of Principal Executive Offices)
813-249-4900
(Registrant's telephone number, including area code)
Page 1 of 6
Index to Exhibits on Page 4
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ITEM 5. OTHER EVENTS.
On Friday, May 1, 1998, Tropical Sportswear Int'l Corporation (the
"Company") entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Farah Incorporated, a Texas corporation ("Farah"), and Foxfire Acquisition
Corp., a Texas corporation and a wholly owned subsidiary of the Company
("Acquiror Sub"). On Monday, May 4, 1998, the Company and Farah issued a joint
press release announcing the Merger Agreement. The press release issued in
connection therewith is filed herewith as Exhibit 99.1.
The Merger Agreement provides, among other things, for the acquisition
by Acquiror Sub of all the outstanding shares of Farah's common stock, no par
value (the "Shares"), through (a) a cash tender offer (the "Offer") for all
Shares at a price of $9 per share (the "Per Share Amount") and (b) a second-step
merger pursuant to which Acquiror Sub will merge with and into Farah (the
"Merger") and all outstanding Shares (other than Shares held in the treasury of
Farah, Shares owned by the Company, Acquiror Sub or any other subsidiary of the
Company and other than Shares held by any dissenting shareholders) will be
converted into the right to receive the Per Share Amount in cash.
The Company and Acquiror Sub anticipate that the funds required in
connection with the Offer will be obtained through the private placement under
Rule 144A to institutional investors of senior subordinated notes of the
Company. In addition, the Company has received a commitment from a lender to
provide the Company with a senior subordinated exchangeable bridge loan which
will be available to the Company and the Acquiror Sub for consummation of the
Offer if for any reason the net proceeds from the sale of senior subordinated
notes has not been received by the Company on or prior to the date of such
consummation.
The Offer is conditioned upon, among other things, there being validly
tendered before the expiration date of the Offer and not withdrawn, a number of
Shares, which, together with any Shares owned by the Company or Acquiror Sub,
represents at least two thirds of the Shares outstanding on a fully diluted
basis, as well as the receipt of customary regulatories approvals. The Merger
is subject to various closing conditions, including, without limitation, the
receipt of approval by Farah's shareholders to the extent required by Texas law,
Farah's Articles of Incorporation and Bylaws and the New York Stock Exchange,
Inc.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
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Exhibit No. Description
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99.1 Joint Press Release of the Company and Farah
Incorporated dated May 4, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TROPICAL SPORTSWEAR INT'L CORP.
(Registrant)
Date: May 4, 1998 By /s/ N. Larry McPherson
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N. Larry McPherson
Executive Vice President - Finance and
Operations
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INDEX TO EXHIBITS
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Exhibit
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99.1 Joint Press Release of the Company and Farah Incorporated
dated May 4, 1998
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EXHIBIT 99.1
TAMPA, FL AND EL PASO, TX, MAY 4, 1998 NEWS RELEASE -- Tropical Sportswear Int'l
Corporation (NASDAQ:TSIC) and Farah Incorporated (NYSE:FRA) today jointly
announced the signing of a definitive merger agreement whereby TSI will acquire
100 percent of the outstanding shares of Farah common stock. Pursuant to the
agreement, TSI will pay $9.00 per share for each of the approximately 10.3
million outstanding shares of Farah common stock. The transaction will be
structured as a cash tender offer followed by a cash merger to acquire any
shares not previously tendered. As a result of the transaction, Farah will
become a wholly owned subsidiary of TSI. The transaction is subject to receipt
by TSI of at least 66-2/3% of Farah common stock as well as customary regulatory
approvals. The Board of Directors of both companies unanimously approved the
transaction. TSI expects to commence its cash tender offer for the Farah shares
on May 8, 1998. The transaction is expected to be completed within 90 days.
William W. Compton will remain as Chairman of the Board and CEO of the combined
companies. Richard C. Allender and Charles Smith, both members of the Farah
Board, are expected to join TSI's Board of Directors. On a pro forma basis, the
combined companies reported publicly reported revenues of approximately $434
million for their respective most recent publicly reported twelve months. TSI
will maintain its corporate headquarters, distribution and cutting facilities in
Tampa and also intends to have a continued presence in the El Paso area.
William W. Compton said: "Tropical anticipates there will be cost savings and
other opportunities that will be realized with the combination of the two
companies. We see this acquisition as a tremendous opportunity to improve our
position in the finest retailers in America. Tropical will offer customers and
consumers more innovative products and services using its successful formula of
combining quality, value and technology. The Savane(R), Farah(R), Phillips-Van
Heusen(R), Bill Blass(R), John Henry(R), Bay to Bay(R) and Generra(R) brands are
well established and we plan to continue their development. We intend to
continue the growth of private and national brands in order to provide the
retailer and consumer with a wider range of men's and women's sportswear
choices. The combination of these two, well established, apparel companies will
bring a new and dynamic competitor to the apparel industry."
Richard Allender, Chief Executive Officer of Farah, commented, "the effect of
the acquisition will be to continue the tremendous growth of the Savane(R) label
that has taken place over the last seven years. I am also personally pleased
that TSI will maintain a continued presence in the El Paso area."
Tropical Sportswear Int'l Corporation markets and manufactures men's and women's
sportswear including pants, jeans, shorts and shirts through all major retail
distribution channels including department and specialty stores. TSI provides
major retailers with comprehensive brand management programs and distinguishes
itself from traditional private label manufacturers by providing apparel
retailers with customer, product and market analysis, apparel design,
merchandising, and inventory forecasting through the use of state-of-the-art
technology.
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Farah Incorporated is a multinational apparel marketer and manufacturer with
headquarters in the United States. Farah's principal business is the sale of
men's and boys' pants, coats, and shirts and women's slacks. The principal
markets for Farah's products are retail customers in the United States, Europe,
and the South Pacific.
This press release contains certain forward-looking statements with respect to
anticipated future results, which are subject to risks and uncertainties that
could cause actual results to differ materially from anticipated results. Risk
factors include, but are not limited to: economic conditions that affect
consumer spending; successfully identifying emerging fashion trends, foreign and
domestic labor and manufacturing conditions; and, governmental actions such as
import or trade restrictions. Please refer to documents on file with the SEC for
a more detailed discussion of risk factors.
