<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 8, 1999
REGISTRATION NO. 33-52779
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
Fruit of the Loom, Ltd.
(Exact name of Registrant as specified in its charter)
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CAYMAN ISLANDS NONE
(State of Incorporation) (IRS Employer Identification
No.)
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P.O. BOX 31311 SMB
SAFEHAVEN CORPORATE CENTER
GRAND CAYMAN, CAYMAN ISLANDS, BWI
(345) 949-6690
(Address, zip code and telephone number,including area code,
of Registrant's principal executive offices)
JOHN J. RAY III, ESQ.
VICE PRESIDENT AND SECRETARY
233 SOUTH WACKER DRIVE, 5000 SEARS TOWER, CHICAGO, ILLINOIS 60606
(312) 876-1724
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
WITH A COPY TO:
HOWARD S. LANZNAR, ESQ., P.C.
KATTEN MUCHIN & ZAVIS
525 WEST MONROE STREET
CHICAGO, ILLINOIS 60661
(312) 902-5200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plan, check the following box: [X]
Title of Each Class of Securities to be Registered: Class A Common Stock ($.01
par value)
This Post-Effective Amendment is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended (the "Securities Act"), by Fruit of the Loom,
Ltd., a Cayman Islands company ("FTL-Cayman" or the "Company"), as successor to
Fruit of the Loom, Inc., a Delaware corporation ("FTL-Delaware"). FTL-Cayman
hereby expressly adopts the Registration Statements on Form S-3 (Nos. 33-56376
and 33-52779) as its own Registration Statements for all purposes of the
Securities Act and the Securities and Exchange Act of 1934, as amended (the
"Exchange Act").
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
prospectus which is part of this Registration Statement is a combined prospectus
and also relates to FTL-Delaware's Registration Statement on Form S-3,
Registration Statement No. 33-56376, which was declared effective by the
Securities and Exchange Commission on December 30, 1992, which relates to
800,000 shares of Class A Common Stock, all of which remain unsold and
FTL-Delaware's Registration Statement on Form S-3, Registration No. 33-52779,
which was declared effective by the Securities and Exchange Commission on March
30, 1994, which relates to 800,000 shares of Class A Common Stock, all of which
remain unsold.
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P R O S P E C T U S
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2,718,178 Shares
[FRUIT OF THE LOOM LOGO]
Class A Ordinary Shares
_____________
This Prospectus covers up to 2,718,178 shares of Class A ordinary
shares (the "Class A Shares" or the "Shares") of FTL-Cayman. The Shares are
being registered in connection with the pledge by William Farley ("Farley") and
Farley Inc. (collectively, the "Selling Stockholders") of up to 5,229,421
shares of newly issued exchangeable preferred stock and four (4) Class B
Ordinary Shares (the "Class B Shares") of the Company (collectively, the
"Pledged Shares") as collateral for loans made to him and it to enable the
Selling Stockholders, or the pledgees to which the Pledged Shares are pledged as
collateral, to publicly sell all or a portion of the Shares to pay the principal
of or interest on the loans or in the event of a margin call or default in
connection with the loans. Resales of the Shares may, from time to time, be made
on the New York Stock Exchange ("NYSE") or other stock exchanges, in privately
negotiated transactions or otherwise. The Selling Stockholders have advised the
Company that they have no present intention to sell any of the Shares and cannot
do so except as set forth in the loan agreements between the Selling
Stockholders and the pledgees. The Company will not receive any proceeds from
the sale of the Shares. See "Selling Stockholder" and "Description of Capital
Stock."
The Class A Shares are listed on the NYSE under the trading symbol FTL.
The reported closing price of the Class A Shares on the NYSE on March 5, 1999
was $ 12.15 per share.
_____________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL AND COMPLETE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is March 8, 1999.
<PAGE> 3
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDER OR ANY OTHER
PERSON. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT A
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER AND
SALE IS NOT PERMITTED. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH
DATE.
AVAILABLE INFORMATION
The Company is subject to certain of the informational requirements of
the Exchange Act, and, in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and are also available for
inspection and copying at the following regional offices of the Commission:
Seven World Trade Center, Suite 1300, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material can be obtained at prescribed rates by mail addressed to the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. The Commission maintains a World Wide web site
(http://www.sec.gov) that contains reports and other information regarding
registrants, such as the Company, that submit electronic filings to the
Commission. The Company's Class A Shares are listed on the NYSE, and reports and
other information concerning the Company may also be inspected at offices of the
NYSE, 20 Broad Street, New York, New York 10005.
The Company has filed a Registration Statement on Form S-3 (herein,
together with all amendments and exhibits, referred to as the "Registration
Statement") under the Securities Act with the Commission with respect to the
securities offered hereby. As permitted by the rules and regulations of the
Commission, this prospectus omits certain information contained in the
Registration Statement. The Registration Statement, including the exhibits and
schedules thereto, may be inspected and copied in the manner and at the sources
described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed with the Commission, are
incorporated herein by reference and made a part hereof:
(1) The Annual Report on Form 10-K for the year ended December 31, 1997 of
FTL-Delaware as amended on Form 10-K/A dated August 10, 1998; and
(2) The Quarterly Report on Form 10-Q for the quarter ended September 26,
1998 of FTL-Delaware; and
(3) The Quarterly Report on Form 10-Q for the quarter ended June 27, 1998
of FTL-Delaware; and
(4) The Quarterly Report on Form 10-Q for the quarter ended March 28, 1998
of FTL-Delaware; and
(5) The Current Reports of FTL-Delaware on Form 8-K dated February 11,
1998, February 12, 1998, July 24, 1998, February 17, 1999 and
March 4, 1999 and on Form 8-K/A dated February 23, 1998; and
(6) The description of the Company's Class A Shares, par value $.01 per
share contained in the Company's Registration Statement on Form S-4
(Registration No. 33-46007) filed on February 10, 1998 and all
amendments thereto (the "S-4 Registration Statement"); and
(7) The S-4 Registration Statement.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement contained in the document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
2
<PAGE> 4
Copies of all documents incorporated herein by reference (other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference herein) will be provided without charge to each person who receives a
copy of this Prospectus upon written or oral request to the Company's principal
offices at: Fruit of the Loom, Ltd., P.O. Box 31311 SMB, Safehaven Corporate
Center, Grand Cayman, Cayman Islands, BWI, Attention: Secretary (telephone:
(345) 949-6690).
ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS
The Company is a Cayman Islands company, certain of its officers and
directors may be residents of various jurisdictions outside the United States
and its Cayman Islands counsel, Truman Bodden & Company, are residents of the
Cayman Islands. All or a substantial portion of the assets of the Company and of
such persons may be located outside the United States. As a result, it may be
difficult for investors to effect service of process within the United States
upon such persons or to enforce in United States courts judgments obtained
against such persons. The Company has irrevocably agreed that it may be served
with process with respect to actions based on offers and sales of securities
made hereby in the United States by serving John J. Ray III, c/o Fruit of the
Loom, Inc., 5000 Sears Tower, 233 South Wacker Drive, Chicago, Illinois 60606,
its United States agent appointed for that purpose. The Company has been advised
by its Cayman Islands counsel, Truman Bodden & Company, that there is doubt as
to whether Cayman Islands courts would enforce (a) judgments of United States
courts obtained in actions against such persons or the Company that are
predicated upon the civil liability provisions of the Securities Act or (b) in
original actions brought in the Cayman Islands against the Company or such
persons predicated upon the Securities Act. There is no treaty in effect between
the United States and the Cayman Islands providing for such enforcement, and
there are grounds upon which Cayman Islands courts may not enforce judgments of
United States courts. Certain remedies available under the United States federal
securities laws may not be allowed in Cayman Islands courts as contrary to that
nation's policy.
TABLE OF CONTENTS
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Page Page
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Available Information ......................... 2 Selling Stockholder ............................ 5
Incorporation of Certain Documents by Reference 2 Plan of Distribution ........................... 5
Enforceability of Civil Liabilities Against
Foreign Persons ............................... 3 Description of Capital Stock ................... 6
The Company ................................... 4 Legal Matters .................................. 7
Use of Proceeds ............................... 5
</TABLE>
3
<PAGE> 5
THE COMPANY
FTL-DELAWARE
FTL-Delaware is a marketing oriented, vertically integrated
international basic apparel company, emphasizing branded products for consumers
ranging from infants to senior citizens. FTL-Delaware is one of the largest
producers of men's and boy's underwear, activewear for the imprinted market,
casualwear, jeanswear, women's and girl's underwear and infants and toddlers
apparel, selling products principally under the FRUIT OF THE LOOM(R), BVD(R),
SCREEN STARS(R), BEST(TM), MUNSINGWEAR(R), WILSON(R), GITANO(R) AND CUMERLAND
BAY(TM) brand names. FTL-Delaware also designs, manufactures and markets sports
licensed apparel bearing the names, tradenames and logos of the National
Football League, the National Basketball Association, Major League Baseball and
the National Hockey League, professional sports teams and many colleges and
universities, as well as the likenesses of certain popular professional
athletes, under the PRO PLAYER(R) and FANS GEAR(R) brands.
FTL-Delaware is a fully integrated manufacturer, performing most of its
own spinning, knitting, cloth finishing, cutting, sewing and packaging. Based on
FTL-Delaware's selling price points for its various products and its operating
margins, management believes that FTL-Delaware is a low cost producer in the
markets it serves. Management considers FTL-Delaware's primary strengths to be
its excellent brand recognition, cost effective production, and strong
relationships with mass merchandisers and discount chains.
Management believes that many domestic apparel manufacturers continue
to move sewing operations offshore to reduce costs and compete with enhanced
import competition that is resulting from the General Agreement on Tariffs and
Trade. To maintain FTL-Delaware's position as a low cost manufacturer,
FTL-Delaware is increasing the percentage of garments sewn in the Caribbean,
Central America and Mexico. FTL-Delaware believes that its domestic knitting,
bleaching and dyeing operations continue to provide it with a competitive
advantage. Thus, FTL-Delaware's strategy is to combine low cost textile
manufacturing in the United States with sewing offshore so that FTL-Delaware can
continue to offer value to its customers.
FTL-Delaware was incorporated in 1985 under the laws of the State of
Delaware. Its principal executive offices are located at 5000 Sears Tower, 233
South Wacker Drive, Chicago, Illinois 60606, and its telephone number is (312)
876-1724.
FTL-CAYMAN
FTL-Cayman is a Cayman Islands company registered and incorporated
under the laws of the Cayman Islands on January 23, 1998. On March 4, 1999 the
reorganization of FTL-Delaware was consummated. Pursuant to such reorganization,
FTL-Cayman became the parent holding company of FTL-Delaware. FTL-Cayman will
continue to conduct the businesses (through direct or indirect subsidiaries,
including FTL-Delaware) in which FTL-Delaware was engaged and substantially all
of the businesses and subsidiaries of FTL-Delaware located outside of the United
States have been transferred to FTL-Cayman (or direct or indirect foreign
subsidiaries of FTL-Cayman), other than certain interests of FTL-Delaware in
Canada, Germany, Italy and Mexico, along with the beneficial ownership of
certain trademarks. A holder of FTL-Delaware Class A Common Stock continues to
own as a holder of FTL-Cayman Class A Shares, an interest in a parent holding
company with subsidiaries that in the aggregate are engaged in the same
businesses as FTL-Delaware and its subsidiaries were engaged in before the
reorganization. The relative voting rights of FTL-Delaware stockholders as
shareholders of FTL-Cayman did not change as a result of the reorganization.
FTL-Cayman's principal offices are located at P.O. Box
4
<PAGE> 6
31311 SMB, Safehaven Corporate Center, Grand Cayman, Cayman Islands, BWI.
FTL-Cayman's telephone number is (345) 949-6690.
USE OF PROCEEDS
None of the proceeds from the sale of the Shares will be received by
the Company. All of the proceeds will be received by the Selling Stockholder.
See "Selling Stockholder."
SELLING STOCKHOLDER
Farley serves as Chairman of the Board, Chief
Executive Officer and a director of the Company and Farley Inc. The Selling
Stockholders or pledgees may, from time to time, publicly offer the Shares for
sale. The Shares are being registered in connection with the Selling
Stockholders' pledge of the Pledged Shares as collateral for a loan made to him
and it and to enable the Selling Stockholders, or the pledgees to which the
Pledged Shares are pledged as collateral, to publicly sell all or a portion of
the Shares to pay the principal of or interest on the loans or in the event of a
default in connection with the loans. The Selling Stockholders have advised the
Company that they have no present intention to sell any of the Shares.
Farley owns directly and indirectly, through Farley Inc., a
corporation he controls, 455,855 Class A Shares, four (4) Class B Shares and 5,
229,421 shares of exchangeable participating preferred shares. This ownership
represents approximately 6 % of the total Class A Shares, 100% of the total
Class B Shares and 100% of the exchangeable participating preferred shares and
approximately 36% of the total voting power of the Company. If all of the
Pledged Shares are sold, and no additional shares are sold, the above
percentages would be reduced to .3%, 100%, 50% and 18%, respectively.
Farley owns directly 1.918 Class B Shares and 2,507,512 exchangeable
participating preferred shares. This ownership represents approximately 48% of
the total Class B shares and 48% of the exchangeable participating preferred
shares and approximately 17% of the total voting power of the Company. If all
of the Pledged Shares are sold, and no additional shares are sold, the above
percentages would be reduced to 24 %, 24% and 8%, respectively.
Farley Inc. owns directly 455,855 Class A Shares, 2.082 Class B Shares
and 2,721,909 exchangeable participating preferred shares. This ownership
represents approximately .6% of the total Class A Shares, 52% of the total
Class B shares and 52% of the exchangeable participating preferred shares and
approximately 19% of the total voting power of the Company. If all of the
Pledged Shares are sold, and no additional shares are sold, the above
percentages would be reduced to .3%, 26%, 26% and 10%, respectively.
The Shares are being registered pursuant to the terms of a Registration
Rights Agreement, dated December 30, 1992, amended as of March 21, 1994 between
the Company and the Selling Stockholder (the "Registration Rights Agreement").
The Selling Stockholders have agreed to bear all expenses in connection with the
registration of the Shares.
The Company has agreed that it will use its best efforts to keep the
Registration Statement of which this Prospectus is a part "Continuously
Effective" (as defined in the Registration Rights Agreement) through the fifth
anniversary of the effective date of this Prospectus. The benefits of the
Registration Rights Agreement may be invoked by the pledgee.
PLAN OF DISTRIBUTION
Resales of the Shares may, from time to time, be made on the NYSE, in
privately negotiated transactions or otherwise. The Shares covered by this
Prospectus are being registered to enable the Selling Stockholder to pledge the
Pledged Shares as collateral for a loan made to him and to enable the Selling
Stockholder, or pledgee to which the Pledged Shares are pledged as collateral,
to publicly sell all or a portion of the Shares in order to pay the principal of
or interest on the loan or in the event of a default in connection with the
loan. The Selling Stockholder or pledgee may from time to time offer such Shares
through underwriters, dealers or agents. Usual and customary or specifically
negotiated brokerage fees or commissions may be paid by the Selling Stockholder
or the pledgee in connection with such sales of the Shares. The Selling
Stockholder, pledgee and intermediaries through whom such securities are sold
may be deemed "underwriters" within the meaning of the Securities Act with
respect to the Shares offered, and any profits realized or commissions received
may be deemed underwriting compensation. The Class A Shares have been approved
for listing on the NYSE, subject to prior notice.
5
<PAGE> 7
DESCRIPTION OF CAPITAL STOCK
The Company's authorized share capital consists of 200,000,000 Class A
Shares, 100 Class B Shares and 35,000,000 preference shares. The Company's Class
A Shares are registered under the Exchange Act. The following is a summary of
the provisions of the Company's Amended and Restated Articles of Association
(the "Articles of Association") and its Amended and Restated Memorandum of
Association (the "Memorandum of Association") and is qualified in its entirety
by reference thereto.
The authorized share capital of the Company consists of (i) 200 million
Class A Shares, of which 66,851,070 were outstanding as of March 4, 1999 and
(ii) 100 Class B Shares, of which four (4) were outstanding as of March 4, 1999,
and held by William Farley and his affiliates (collectively, "Farley"). All
Class A Shares and Class B Shares currently outstanding are fully paid and
nonassessable.
Voting. Holders of Class A Shares are entitled to one vote per share.
Holders of Class B Shares are entitled to 26,147,105 votes in the aggregate, or
approximately 30% of the aggregate voting power of the Company. All actions
submitted to a vote of shareholders are voted on by the holders of Class A
Shares and Class B Shares, voting together as a single class, except as
otherwise set forth below or as provided by law.
With respect to the election of directors, holders of Class A Shares,
voting as a separate class, are entitled to elect 25% of the total number of
directors constituting the entire Board of Directors of the Company for so long
as any Class B Shares are outstanding, and, if not a whole number, then the
holders of the Class A Shares are entitled to elect the nearest higher whole
number of directors that is at least 25% of the total number of directors.
There are no limitations on the right of nonresident shareholders to
hold or vote their Class A Shares imposed by Cayman Islands law or the Company's
Articles of Association; provided, however, that, except as otherwise required
by Cayman Islands law, the Company shall not be bound to recognize any
equitable, contingent, future or partial interest in any share except the
absolute right in the registered holder. The rights attached to any separate
class of shares (unless otherwise provided by the terms of the shares of that
class) may be varied only with the consent in writing of the holders of a
majority of the shares of that class or by a Special Resolution (as defined
below) passed at a separate general meeting of holders of the shares of that
class. The necessary quorum for such a meeting shall be holders of at least a
majority of the shares of that class and any holder of shares of the class
present in person or by proxy may demand a vote and, on such vote, shall have
one vote for each share of the class of which he is the holder. No additional
Class B Shares may be issued without the consent in writing of the holders of a
majority of the Class B Shares or by a Special Resolution of such shareholders.
The rights attached to any class of shares, other than the Class B Shares, shall
not be deemed to be varied by the issuance of additional shares that rank pari
passu with such shares.
Dividends. Holders of Class A Shares are entitled to participate pari
passu, on a share for share basis, with the holders of any other class of
ordinary shares outstanding, including the Class B Shares, with respect to any
dividends declared by the Board of Directors of the Company.
Liquidation. Upon the liquidation of the Company, subject to the rights
of any holders of the Company's preference shares, the holders of Class A Shares
will participate in the assets available for distribution pari passu, on a share
for share basis, with the holders of any other class of ordinary shares
outstanding (including the Class B Shares). If the Company shall be wound up,
the liquidator, by a Special Resolution and any other approvals required by
Cayman Islands law, may divide among the holders of Class A Shares and Class B
Shares in kind the whole or any part of the assets of the Company (whether they
shall consist of property of the same kind or not) and may for such purpose set
such value
6
<PAGE> 8
as the liquidator deems fair upon any property to be so divided and the
liquidator may determine how such division shall be carried out as between the
holders of the Class A Shares and Class B Shares. The liquidator following a
Special Resolution of shareholders may transfer all or any part of the assets of
the Company in trust for the benefit of shareholders as the liquidator, with
such approval shall determine.
A Special Resolution is a resolution passed by two-thirds of such
shareholders as, being entitled to do so, vote in person or, where proxies are
allowed, by proxy at a general meeting of which notice specifying the intention
to propose such resolution has been duly given or which has been approved in
writing by all shareholders of a company entitled to vote at a general meeting
of the company.
Redemption. The Class A Shares are not subject to redemption either by
the Company or the holder thereof. The Class B Shares held by Farley are
redeemable either by the Company in certain circumstances more fully described
in the S-4 Registration Statement.
Other Terms. The Class B Shares are not transferrable by the holders
thereof except to affiliates of Farley. The Class A Shares contain no
restrictions on transfer.
Transfer Agent. The Company's Transfer Agent and Registrar for the
Class A Shares is Chase Mellon Shareholders Services.
PREFERENCE SHARES
Under the Memorandum of Association and the Articles of Association,
the Company will have the authority to issue 35,000,000 preference shares. Under
the Articles of Association, subject to the special rights attaching to any
class of shares of the Company not being varied, the Board of Directors of the
Company may establish one or more classes or series of preference shares having
the number of shares, designations, relative voting rights, dividend rates,
liquidation and other rights, preferences and limitations that the Board of
Directors fixes without any shareholder approval.
LEGAL MATTERS
Certain legal matters with respect to the validity of the Class A
Shares offered hereby have been passed upon for the Company and the Selling
Stockholder by Truman Bodden & Company, Cayman Islands, BWI.
7
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below is an estimate of the approximate amount of fees and
expenses payable in connection with this Offering.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee $ 2,579.74
Accountants' fees and expenses .................... 10,000.00
Legal fees and expenses ........................... 10,000.00
Miscellaneous ..................................... 7,420.26
-----------------
Total .................................. $ 30,000.00
=================
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Cayman Islands Company. Article 119 of the Company's
Amended and Restated Articles of Association, filed as Exhibit 3.3 to the S-4
Registration Statement, contains provisions with respect to indemnification of
the Company's officers and directors. Such provisions provide that the Company
shall indemnify, in accordance with and to the full extent now or hereafter
permitted by law, any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including, without
limitation, an action by or in the right of the Company), by reason of his
acting as a director, officer, employee or agent of, or his acting in any other
capacity for or on behalf of, the Company, against any liability or expense
actually and reasonably incurred by such person in respect thereof. The Company
shall also advance the expenses of defending any such act, suit or proceeding in
accordance with and to the full extent now or hereafter permitted by law. Such
indemnification and advancement of expenses are not exclusive of any other right
to indemnification or advancement of expenses provided by law or otherwise. The
Articles of Association also provide that except under certain circumstances,
directors of the Company shall not be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duties as a director.
The Companies' Law (1995 Revision) of the Cayman Islands does not set
out any specific restrictions on the ability of a company to indemnify officers
or directors. However, the application of basic principles and certain
Commonwealth case law which is likely to be persuasive in the Cayman Islands
would indicate that indemnification is generally permissible except in the event
that there had been fraud or wilful default on the part of the officer or
director or reckless disregard of his duties and obligations to the Company.
ITEM 16. EXHIBITS
4.1 Amended and Restated Articles of Association of FTL-Cayman,
(1)
4.2 Amended and Restated Memorandum of Association of FTL-Cayman,
(2)
4.3 Form of Certificate for the Class A Shares (1)
5 Opinion of Truman Bodden & Company (3)
23.1 Consent of Independent Auditors, Ernst & Young LLP (3)
23.2 Consent of Counsel (included in the Opinion of Truman Bodden &
Company in Exhibit 5 hereto).
24 Power of Attorney (included on the signature pages of this
Registration Statement
- - ------------------
(1) Previously filed as an exhibit to the Company's S-4 Registration
Statement and incorporated herein by reference.
(2) Filed as Exhibit 4(b) to FTL-Delaware's Registration Statement on Form
S-8 filed on November 2, 1987.
(3) Filed herewith.
II-1
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ITEM 17. UNDERTAKINGS
1. The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in a periodic report filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(b) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
2. The Company hereby undertakes that, for the purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company and subsidiary companies pursuant to the foregoing provisions, or
otherwise, the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment of by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by the Company is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-2
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, and State of Illinois on the 2nd day of
March, 1999.
FRUIT OF THE LOOM, LTD.
By: /s/ G. William Newton
-------------------------------------
G. William Newton,
Senior Vice President Finance and
Acting Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints John J. Ray III, Brian Hanigan and Howard S. Lanznar and each of them
his true and lawful attorney-in-fact and agent, with full power of substitution,
to sign on his behalf, individually and in each capacity stated below, all
amendments and post-effective amendments to this Registration Statement on Form
S-3 and to file the same, with all exhibits thereto and any other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act, granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all intents and
purposes as each might or could do in person, hereby ratifying and confirming
each act that said attorneys-in-fact and agents may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on March 2, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
Chairman of the Board and Chief Executive Officer
/s/ William Farley (Principal Executive Officer) and Director
- - -------------------------------------------------------
William Farley
Senior Vice President Finance and Acting Chief
Financial Officer (Principal Financial and
/s/ G. William Newton Accounting Officer)
- - -------------------------------------------------------
G. William Newton
/s/ Omar Z. Al Askari Director
- - -------------------------------------------------------
Omar Z. Al Askari
/s/ Dennis S. Bookshester Director
- - -------------------------------------------------------
Dennis S. Bookshester
/s/ Henry A. Johnson Director
- - -------------------------------------------------------
Henry A. Johnson
</TABLE>
II-4
<PAGE> 12
<TABLE>
<S> <C>
/s/ A. Lorne Weil Director
- - -------------------------------------------------------
A. Lorne Weil
/s/ Sir Brian G. Wolfson Director
- - -------------------------------------------------------
Sir Brian G. Wolfson
/s/ Mark A. McCormack Director
- - -------------------------------------------------------
Mark A. McCormack
</TABLE>
II-5
<PAGE> 1
EXHIBIT 5
March 4, 1999
Fruit of the Loom, Ltd.
P.O. Box 31311 SMB
Safehaven Corporate Centre
Grand Cayman
Cayman Islands
Dear Sirs:
This opinion is delivered in connection with the Registration Statement
on Form S-3 (the "REGISTRATION STATEMENT") (No. 33-52779) filed with the
Securities and Exchange Commission by Fruit of the Loom, Ltd., a Cayman Islands'
company ("FTL-CAYMAN") under the Securities Act of 1933, as amended (the "ACT"),
relating to the Class A ordinary shares, par value $.01 per share, in the
capital of FTL-Cayman (the "CLASS A SHARES").
For the purposes of giving this opinion, we have examined the documents
listed in Schedule 1 hereto.
In giving this opinion we have relied upon the assumption set out in
Schedule 2 hereto.
We are Attorneys-at-Law in the Cayman Islands and express no opinion as
to any laws other than the laws of the Cayman Islands in force and as
interpreted at the date hereof. Except as explicitly stated herein, we express
no opinion in relation to any representation or warranty contained in the
documents nor upon the commercial terms of the transactions contemplated by the
documents.
Based upon the foregoing examinations and assumptions and upon such
searches as we have conducted and having regard to legal considerations which we
deem relevant, we are of the opinion that under the law of the Cayman Islands
the Class A Shares have been duly authorized and that the Class A Shares when
issued in the manner and on the terms described in the Registration Statement,
will be in accordance with the provisions of the Memorandum and Articles of
Association of FTL-Cayman and the same will be validly issued and fully paid and
non-assessable.
This opinion is limited to the matters referred to herein and shall not
be construed as extending to any other matter or document not referred to
herein. This opinion is governed by and shall be construed in accordance with
the laws of the Cayman Islands.
<PAGE> 2
Fruit of the Loom, Ltd.
March 4, 1999
Page 2
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and all references to our name in the Registration
Statement including, without limitation, under the caption "Legal Matters" in
the prospectus forming a part of the Registration Statement.
Yours faithfully,
Truman Bodden & Company
<PAGE> 3
SCHEDULE 1
1. The Certificate of Incorporation of FTL-Cayman.
2. The Articles of Association of FTL-Cayman.
3. The Memorandum of Association of FTL-Cayman.
4. The Registration Statement.
5. The Agreement and Plan of Merger, dated as of 10th February, 1998 among
FTL- Delaware, FTL-Cayman and Sub.
6. Minutes of a meeting of the board of directors of FTL-Cayman held on 10th
February, 1998.
7. FTL-Cayman's Registration Statement S-4 (Registration No. 333-46007) filed
on 10th February, 1998 (and all amendments thereto) (the "S-4 REGISTRATION
STATEMENT").
<PAGE> 4
SCHEDULE 2
1. The Amended and Restated Memorandum of Association and the Amended and
Restated Articles of Association in the form attached to the S-4
Registration Statement as Exhibit 3.4 and 3.3 respectively will be adopted
by Special Resolution of the shareholder(s) of FTL-Cayman prior to the
issue of the Class A Shares.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post Effective Amendment
No. 1 to the Registration Statement (Form S-3 No.33-52779) and related
Prospectus of Fruit of the Loom, Ltd. for the registration of 5,229,421 shares
of Class A Common Stock and the incorporation by reference therein of our
report dated February 12, 1998, with respect to the consolidated financial
statements and schedules of Fruit of the Loom, Inc. included in its Annual
Report (Form 10-K/A) for the year ended December 31, 1997, and our report dated
February 9, 1998 with respect to the balance sheet of Fruit of the Loom, Ltd.,
included in Amendment No. 2 to the Registration Statement (Form S-4 No.
333-46007) of Fruit of the Loom, Ltd., both filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
March 3, 1999
