<PAGE> 1
As filed with the Securities and Exchange Commission on March 8, 1999
Registration No. 333-00039
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 2 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FRUIT OF THE LOOM, LTD.
(Exact Name of Registrant as specified in its Charter)
<TABLE>
<S> <C>
CAYMAN ISLANDS NONE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
P.O Box 31311 SMB
Safehaven Corporate Center
Grand Cayman, Cayman Islands, BWI
(345) 949-6690
(Address of principal executive offices including zip code)
FRUIT OF THE LOOM, INC. 1995 EXECUTIVE INCENTIVE COMPENSATION PLAN
FRUIT OF THE LOOM, INC. 1995 NON-EMPLOYEE DIRECTORS' STOCK PLAN
(Full title of the plans)
John J. Ray III
Vice President and Secretary
Fruit of the Loom, Ltd.,
5000 SEARS TOWER
Chicago, Illinois 60606
(312) 876-1724
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Howard S. Lanznar, Esq., P.C.
Katten Muchin & Zavis
525 West Monroe Street
Chicago, Illinois 60661
(312) 902-5200
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 Statement on Form S-8 (File
No. 333-00039) as its own Registration Statement for all purposes of the
Securities Act and the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
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PART I
INFORMATION REQUIRED IN PROSPECTUS
The documents containing the information specified in Part I of this
Registration Statement on Form S-8 will be sent or given to employees as
specified by Rule 428(b)(1). Such documents are not required to be and are not
filed with the Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
The following prospectus filed as part of this Registration Statement
has been prepared in accordance with the requirements of Part I of Form S-3 and,
pursuant to General Instruction C to Form S-8, may be used for reofferings and
resales of the Company's Class A ordinary shares, par value $.01 per share
("Class A Shares" or "Shares"), previously acquired by the persons named therein
upon the exercise of options granted under the Fruit of the Loom, Inc. 1995
Executive Incentive Compensation Plan and the Fruit of the Loom, Inc. 1995
Non-Employee Directors' Stock Plan (the "Plans").
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FRUIT OF THE LOOM, LTD.
5,701,341 CLASS A SHARES
P.O Box 31311 SMB
Safehaven Corporate Center
Grand Cayman, Cayman Islands, BWI
(345) 949-6690
This Prospectus relates to up to 5,701,341 Class A ordinary
shares, par value $.01 per share ("Class A Shares" or "Shares"), of Fruit of the
Loom, Ltd. ("FTL-Cayman" or the "Company"), which may be offered by the Selling
Security Holders (as hereinafter defined) listed herein under the caption
"Selling Security Holders." The Shares may be acquired upon the exercise of
stock options granted to the Selling Security Holders.
The 5,701,341 Shares covered by this Prospectus may be offered
by the Selling Security Holders from time to time in transactions on the New
York Stock Exchange ("NYSE"), at prices and terms then obtainable, through
negotiated transactions at negotiated prices, or through underwriters,
broker-dealers or otherwise; there is, however, no commitment to sell any of
these Shares. The amount of Shares offered will be determined from time to time
by the Selling Security Holders in their sole discretion. The Company will not
receive any part of the proceeds of any sales made hereunder. Any brokers'
commissions, discounts, or other underwriters' compensation will be paid by the
Selling Security Holders.
The Selling Security Holders, and the broker-dealers through
whom sales may be made, may, the Company not so conceding, be deemed to be
underwriters under the Securities Act, and any commissions paid or any discounts
or concessions allowed to such broker-dealers may be deemed to be underwriting
discounts and commissions under the Securities Act.
The Company's Class A Shares are traded on the NYSE. On March
4, 1999, the closing price of the Class A Shares on the NYSE was $12.063 per
Share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is March 8, 1999
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TABLE OF CONTENTS
PAGE
Available Information ............................. 6
Incorporation of Certain Documents by Reference ... 7
Enforceability of Civil Liabilities against Foreign
Persons ........................................... 8
Selling Security Holders .......................... 9
Plan of Distribution .............................. 12
Description of Capital Stock ...................... 13
Legal Matters ..................................... 15
No person has been authorized to give any information or to
make any representation, other than those 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 or the Selling Security Holders. Neither
the delivery of this Prospectus nor any sale made through its use shall imply
that there has been no change in the affairs of the Company since the date
hereof.
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 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: 7 World Trade Center, Suite 1300, New York,
New York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material can also 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.
Reports and other information concerning the Company can also be inspected. The
Commission maintains a World Wide Web site (http://www.sec.gov) that contains
reports, proxy and information statements 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,
proxy and information statements and other
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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-8
(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:
(i) The Annual Report on Form 10-K for the year ended December
31, 1997 of FTL-Delaware as amended on Form 10K/A dated August 10, 1998;
(ii) The Quarterly Report on Form 10-Q for the quarter ended
September 26, 1998 of FTL-Delaware; and
(iii) The Quarterly Report on Form 10-Q for the quarter ended
June 27, 1998 of FTL-Delaware; and
(iv) The Quarterly Report on Form 10-Q for the quarter ended
March 28, 1998 of FTL-Delaware; and
(v) The Current Reports 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 of FTL-Delaware; and
(vi) The description of the Company's Class A Shares contained
in the Company's Registration Statement on Form S-4 (Registration No.
333-46007), and all amendments thereto (the "S-4 Registration Statement"); and
(vii) The S-4 Registration Statement.
In addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 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.
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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.
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 executive 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.
SELLING SECURITY HOLDERS
Each of the Selling Security Holders (each, a "Selling
Security Holder") identified below is a holder of non-qualified stock options
and performance shares granted by the Company, and this Prospectus covers the
possible resale of the Shares issued or issuable upon the exercise of these
options or awards.
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WILLIAM FARLEY
William Farley, Chairman of the Board, Chief Executive Officer
and a director of the Company, was granted non-qualified stock options on
January 30, 1992 to acquire a total of 175,000 Shares at $17.75 per Share. As of
the date hereof, all of these non-qualified stock options are immediately
exercisable. On May 17, 1994, Mr. Farley was granted non-qualified stock options
to acquire a total of 74,600 Shares at $17.75 per Share. As of the date hereof,
all of these non-qualified stock options are immediately exercisable. On
December 18, 1994, Mr. Farley was granted non-qualified stock options to acquire
a total of 546,750 Shares at $17.75 per Share. As of the date hereof, 364,500 of
these non-qualified stock options are immediately exercisable. These
non-qualified stock options vest with respect to an additional 91,125 Shares on
each of December 18, 1999 and 2000. On May 16, 1995, Mr. Farley was granted
non-qualified stock options to acquire a total of 88,880 Shares at $17.75 per
Share. As of the date hereof, all of these non-qualified stock options are
immediately exercisable. On February 21, 1996, Mr. Farley was granted
non-qualified stock options to acquire a total of 605,800 Shares at $25.875 per
Share. As of the date hereof, all of these non-qualified stock options are
immediately exercisable. On February 13, 1997, Mr. Farley was granted
non-qualified stock options to acquire a total of 940,000 Shares at $41.00 per
Share. As of the date hereof, 470,000 of these non-qualified stock options are
immediately exercisable. These non-qualified stock options vest with respect to
an additional 235,000 Shares on each of February 13, 2000 and 2001. On November
10, 1998, Mr. Farley was granted non-qualified stock options to acquire a total
of 1,545,800 Shares at $19.1250 per Share. As of the date hereof, none of these
non-qualified stock options are immediately exercisable. These non-qualified
stock options vest with respect to 515,266 Shares on November 10, 1999 and
515,267 Shares on each of November 10, 2000 and 2001. On January 6, 1999, Mr.
Farley was granted non-qualified stock options to acquire a total of 1,000,000
Shares at $17.00 per Share. As of the date hereof, none of these non-qualified
stock options are immediately exercisable. These non-qualified stock options
vest with respect to 333,333 Shares on January 6, 2000, 333,334 Shares on
January 6, 2001 and 333,333 Shares on January 6, 2002. All of these Shares are
covered by this Prospectus. On March 4, 1999, Mr. Farley directly and indirectly
beneficially owned 454,855 Shares and 5,229,421 Shares of the Company's Class B
Common Stock, $.01 par value (the "Class B Common Stock").
G. WILLIAM NEWTON
G. William Newton, Senior Vice President - Finance and Acting
Chief Financial Officer of the Company, was granted non-qualified stock options
on December 18, 1994 to acquire a total of 9,113 Shares at $17.75 per Share. As
of the date hereof, 3,038 of these non-qualified stock options are immediately
exercisable. These non-qualified stock options vest with respect to an
additional 3,037 Shares on December 18, 1999 and 3,038 Shares on December 18,
2000. On February 21, 1996, Mr. Newton was granted non-qualified stock options
to acquire a total of 15,067 Shares at $25.875 per Share. As of the date hereof,
options to acquire all of these Shares are immediately exercisable. On February
13, 1997, Mr. Newton was granted
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non-qualified stock options to acquire a total of 12,500 Shares at $41.00 per
Share. As of the date hereof, 8,333 of these non-qualified stock options are
immediately exercisable. These non-qualified stock options vest with respect to
an additional 4,167 Shares on February 13, 2000. On February 24, 1998, Mr.
Newton was granted non-qualified stock options to acquire a total of 5,000
Shares at $30.125 per Share. As of the date hereof, 1,666 of these non-qualified
stock options are immediately exercisable. These non-qualified stock options
vest with respect to an additional 1,667 Shares on each of February 24, 2000 and
2001. On November 10, 1998, Mr. Newton was granted non-qualified stock options
to acquire a total of 32,567 Shares at $19.125 per Share. As of the date hereof,
none of these non-qualified stock options are immediately exercisable. These
non-qualified stock options vest with respect to 10,855 Shares on November 10,
1999 and 10,856 Shares on each of November 10, 2000 and 2001. On January 6,
1999, Mr. Newton was granted non-qualified stock options to acquire a total of
25,000 Shares at $17.00 per Share. As of the date hereof, none of these
non-qualified stock options are immediately exercisable. These non-qualified
stock options vest with respect to 8,333 Shares on January 6, 2000, 8,334 Shares
on January 6, 2001 and 8,333 Shares on January 6, 2002. All of these Shares are
covered by this Prospectus. On March 4, 1999, Mr. Newton beneficially owned
29,145 Shares.
BRIAN J. HANIGAN
Brian J. Hanigan, Vice President, Treasurer and Assistant
Secretary of the Company, was granted non-qualified stock options on July 8,
1992 to acquire 1,652 Shares at $17.75 per Share. As of the date hereof, 1,192
of these non-qualified stock options are immediately exercisable. On May 18,
1993, Mr. Hanigan was granted non-qualified stock options to acquire 1,642
Shares at $17.75 per Share. As of the date hereof, all of these non-qualified
stock options are immediately exercisable. On May 17, 1994, Mr. Hanigan was
granted non-qualified stock options to acquire 1,865 Shares at $17.75. As of the
date hereof, all of these non-qualified stock options are immediately
exercisable. On May 16, 1995, Mr. Hanigan was granted non-qualified stock
options to acquire 1,010 Shares at $30.125 per Share. As of the date hereof, all
of these non-qualified stock options are immediately exercisable. On February
24, 1998, Mr. Hanigan was granted non-qualified stock options to acquire a total
of 5,000 Shares at $30.125 per Share. As of the date hereof, 1,666 of these
non-qualified stock options are immediately exercisable. These non-qualified
stock options vest with respect to an additional 1,667 Shares on each of
February 24, 2000 and 2001. On November 10, 1998, Mr. Hanigan was granted
non-qualified stock options to acquire a total of 28,000 Shares at $19.125 per
Share. As of the date hereof, none of these non-qualified stock options are
immediately exercisable. These non-qualified stock options vest with respect to
9,333 Shares on November 10, 1999, 9,334 Shares on November 10, 2000 and 9,333
Shares on November 10, 2001. On January 6, 1999, Mr. Hanigan was granted
non-qualified stock options to acquire a total of 25,000 Shares at $17.00 per
Share. As of the date hereof, none of these non-qualified stock options are
immediately exercisable. These non-qualified stock options vest with respect to
8,333 Shares on January 6, 2000, 8,334 Shares on January 6, 2001 and 8,333
Shares on January
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6, 2002. All of these Shares are covered by this Prospectus. On March 4, 1999,
Mr. Hanigan beneficially owned 24,042 Shares.
JOHN J. RAY III
John J. Ray III, Vice President and Secretary of the Company,
was granted non-qualified stock options on January 15, 1998 to acquire a total
of 25,000 Shares at $23,875 per Share. As of the date hereof, 8,333 of these
non-qualified stock options are immediately exercisable. On February 24, 1998,
Mr. Ray was granted non-qualified stock options to acquire a total of 10,000
Shares at $30.125 per Share. As of the date hereof, 3,333 of these non-qualified
stock options are immediately exercisable. These non-qualified stock options
vest with respect to 3,334 Shares on February 24, 2000 and 3,333 Shares on
February 24, 2001. On September 10, 1998, Mr. Ray was granted non-qualified
stock options to acquire a total of 12,000 Shares at $19.1875 per Share. As of
the date hereof, none of these non-qualified stock options are immediately
exercisable. These non-qualified stock options vest with respect to 4,000 Shares
on each of September 10, 1999, 2000 and 2001. On November 10, 1998, Mr. Ray was
granted non-qualified stock options to acquire a total of 35,000 Shares at
$19.125 per Share. As of the date hereof, none of these non-qualified stock
options are immediately exercisable. These non-qualified stock options vest with
respect to 11,666 Shares on November 10, 1999 and 11,667 Shares on each of
November 10, 2000 and 2001. On January 6, 1999, Mr. Ray was granted
non-qualified stock options to acquire a total of 25,000 Shares at $17.00 per
Share. As of the date hereof, none of these non-qualified stock options are
immediately exercisable. These non-qualified stock options vest with respect to
8,333 Shares on January 6, 2000, 8,334 Shares on January 6, 2001 and 8,333
Shares on January 6, 2002. All of these Shares are covered by this Prospectus.
On March 4, 1999, Mr. Ray beneficially owned 11,666 Shares.
JOHN SALISBURY
John Salisbury, President - Packaged Goods of the Company, was granted
non-qualified stock options on September 8, 1997 to acquire a total of 75,000
Shares at $27.0625 per Share. As of the date hereof, 25,000 of these
non-qualified stock options are immediately exercisable. These non-qualified
stock options vest with respect to an additional 25,000 Shares on each of
September 8, 1999 and 2000. On February 24, 1998, Mr. Salisbury was granted
non-qualified stock options to acquire a total of 50,000 Shares at $30.125 per
Share. As of the date hereof, 16,666 of these non-qualified stock options are
immediately exercisable. These non-qualified stock options vest with respect o
an additional 16,667 Shares on each of February 24, 2000 and 2001. On November
10, 1998, Mr. Salisbury was granted non-qualified stock options to acquire a
total of 125,000 Shares at $19.125 per Share. As of the date hereof, none of
these non-qualified stock options are immediately exercisable. These
non-qualified stock options vest with respect to 41,666 Shares on November 10,
1999 and 41,667 Shares on each of November 10, 2000 and 2001. On January 6,
1999, Mr. Salisbury was granted non-qualified stock options to acquire a total
of 25,000 Shares at $17.00 per Share. As of the date hereof, none of these
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non-qualified stock options are immediately exercisable. These non-qualified
stock options vest with respect to 8,333 Shares on January 6, 2000, 8,334 Shares
on January 6, 2001 and 8,333 Shares on January 6, 2002. All of these Shares are
covered by this Prospectus. On March 4, 1999, Mr. Salisbury beneficially owned
47,986 Shares.
FELIX SULZBERGER
Felix Sulzberger, President - European Operations of the Company, was
granted restricted stock options on November 17, 1997, to acquire a total of
35,000 Shares at $0.00 per Share. As of the date hereof, none of these
restricted stock options are immediately exercisable. These restricted stock
options vest with respect to 8,750 Shares on each of November 17, 1999, 2000 and
2001. On November 17, 1997, Mr. Sulzberger was granted non-qualified stock
options to acquire 75,000 Shares at $24.6250 per Share. As of the date hereof,
25,000 of these non-qualified stock options are immediately exercisable. These
non-qualified stock options vest with respect to an additional 25,000 Shares on
each of November 17, 1999 and 2000. On February 24, 1998, Mr. Sulzberger was
granted non-qualified stock options to acquire 25,000 Shares at $30.125 per
Share. As of the date hereof, 8,333 of these non-qualified stock options are
immediately exercisable. These non-qualified stock options vest with respect to
an additional 8,334 Shares on February 24, 2000 and 8,333 Shares on February 24,
2001. On January 6, 1999, Mr. Sulzberger was granted non-qualified stock options
to acquire a total of 10,000 Shares at $17.00 per Share. As of the date hereof,
none of these non-qualified stock options are immediately exercisable. These
non-qualified stock options vest with respect to 3,333 Shares on January 6,
2000, 3,334 Shares on January 6, 2001 and 3,333 Shares on January 6, 2002. All
of these Shares are covered by this Prospectus. On March 4, 1999, Mr. Sulzberger
beneficially owned 33,333 Shares.
EDGAR F. TURNER
Edgar F. Turner, Executive Vice President - Operations of the
Company, was granted non-qualified stock options on March 2, 1998 to acquire a
total of 50,000 Shares at $32.3750 per Share. As of the date hereof, none of
these non-qualified stock options are immediately exercisable. These
non-qualified stock options vest with respect to 16,666 Shares on March 2, 1999
and 16,667 Shares on each of March 2, 2000 and 2001. On September 10, 1998, Mr.
Turner was granted non-qualified stock options to acquire a total of 20,000
Shares at $19.1875 per Share. As of the date hereof, none of these non-qualified
stock options are immediately exercisable. These non-qualified stock options
vest with respect to 6,666 Shares on September 10, 1999 and 6,667 Shares on each
of September 10, 2000 and 2001. On November 10, 1998, Mr. Turner was granted
non-qualified stock options to acquire a total of 50,000 Shares at $19.1250 per
Share. As of the date hereof, none of these non-qualified stock options are
immediately exercisable. These non-qualified stock options vest with respect to
16,666 Shares on November 10, 1999 and 16,667 Shares on each of November 10,
2000 and 2001. On January 6, 1999, Mr. Turner was granted non-qualified stock
options to acquire a total of 25,000 Shares at $17.00 per Share. As of the date
hereof, none of these non-qualified stock
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options are immediately exercisable. These non-qualified stock options vest with
respect to 8,333 Shares on January 6, 2000, 8,334 Shares on January 6, 2001 and
8,333 Shares on January 6, 2002. All of these Shares are covered by this
Prospectus. On March 4, 1999, Mr. Turner beneficially owned 16,666 Shares.
VINCENT TYRA
Vincent Tyra, President - Activewear of the Company, was
granted non-qualified stock options on September 8, 1997, Mr. Tyra was granted
non-qualified stock options to acquire a total of 35,000 Shares at $27.0625 per
Share. As of the date hereof, 11,666 of these non-qualified stock options are
immediately exercisable. These non-qualified stock options vest with respect to
an additional 11,667 Shares on each of September 8, 1999 and 2000. On February
24, 1998, Mr. Tyra was granted non-qualified stock options to acquire a total of
30,000 Shares at $30.125 per Share. As of the date hereof, 10,000 of these
non-qualified stock options are immediately exercisable. These non-qualified
stock options vest with respect to an additional 20,000 Shares on each of
February 24, 2000 and 2001. On September 10, 1998, Mr. Tyra was granted
non-qualified stock options to acquire a total of 15,000 Shares at $19.1875 per
Share. As of the date hereof, none of these non-qualified stock options are
immediately exercisable. These non-qualified stock options vest with respect to
5,000 Shares on each of September 10, 1999, 2000 and 2001. On November 10, 1998,
Mr. Tyra was granted non-qualified stock options to acquire a total of 65,000
Shares at $19.1250 per Share. As of the date hereof, none of these non-qualified
stock options are immediately exercisable. These non-qualified stock options
vest with respect to 21,666 Shares on November 10, 1999 and 21,667 Shares on
each of November 10, 2000 and 2001. On January 6, 1999, Mr. Tyra was granted
non-qualified stock options to acquire a total of 25,000 Shares at $17.00 per
Share. As of the date hereof, none of these non-qualified stock options are
immediately exercisable. These non-qualified stock options vest with respect to
8,333 Shares on January 6, 2000, 8,334 Shares on January 6, 2001 and 8,333
Shares on January 6, 2002. On March 4, 1999, Mr. Tyra beneficially owned 24,251
Shares.
OMAR Z. AL ASKARI
Omar Z. Al Askari, a director of the Company, was granted restricted
stock options on September 11, 1996, to acquire a total of 1,850 Shares at
$0.00. As of the date hereof, all of these restricted stock options are
immediately exercisable. On September 10, 1997, Mr. Al Askari was granted
restricted stock options to acquire a total of 1,850 Shares at $0.00 per Share.
As of the date hereof, none of these restricted stock options are immediately
exercisable. These restricted stock options vest with respect to 1,850 Shares
on September 10, 1999. On November 10, 1998, Mr. Al Askari was granted
restricted stock
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options to acquire a total of 5,000 Shares at $0.000 per Share. As of the date
hereof, none of these restricted stock options are immediately exercisable.
These restricted stock options vest with respect to 5,000 Shares on November 10,
2000. On April 16, 1999, Mr. Al Askari will be granted restricted stock options
to acquire a total of 2,500 Shares at $0.000 per Share. As of the date hereof,
none of these restricted stock options are immediately exercisable. These
restricted stock options vest with respect to 2,500 Shares on April 16, 2001.
All of these Shares are covered by this Prospectus. On March 4, 1999, Mr. Al
Askari beneficially owned 22,849 Shares.
DENNIS S. BOOKSHESTER
Dennis S. Bookshester, a director of the Company, was granted
restricted stock options on September 11, 1996 to acquire a total of 1,850
Shares at $0.00. As of the date hereof, all of these restricted stock options
are immediately exercisable. On September 10, 1997, Mr. Bookshester was granted
restricted stock options to acquire a total of 1,850 Shares at $0.00 per Share.
As of the date hereof, none of these restricted stock options are immediately
exercisable. These restricted stock options vest with respect to 1,850 Shares
on September 10, 1999. On November 10, 1998, Mr. Bookshester was granted
restricted stock options to acquire a total of 5,000 Shares at $0.00 per Share.
As of the date hereof, none of these restricted stock options are immediately
exercisable. These restricted stock options vest with respect to 5,000 Shares
on November 10, 2000. On April 16, 1999, Mr. Bookshester will be granted
restricted stock options to acquire a total of 2,500 Shares at $0.00 per Share.
As of the date hereof, none of these restricted stock options are immediately
exercisable. These restricted stock options vest with respect to 2,500 Shares
on April 16, 2001. All of these Shares are covered by this Prospectus. On March
4, 1999, Mr. Bookshester beneficially owned 23,239 Shares.
HENRY A. JOHNSON
Henry A. Johnson, a director of the Company, was granted restricted
stock options on September 11, 1996 to acquire a total of 1,850 Shares at
$0.00. As of the date hereof, all of these restricted stock options are
immediately exercisable. On September 10, 1997, Mr. Johnson was granted
restricted stock options to acquire a total of 1,850 Shares at $0.00 per Share.
As of the date hereof, none of these restricted stock options are immediately
exercisable. These restricted stock options vest with respect to 1,850 Shares
on
12
<PAGE> 13
September 10, 1999. On April 16, 1999, Mr. Johnson will be granted restricted
stock options to acquire a total of 2,500 Shares at $0.000 per Share. As of the
date hereof, none of these restricted stock options are immediately exercisable.
These restricted stock options vest with respect to 2,500 Shares on April 16,
2001. All of these Shares are covered by this Prospectus. On March 4, 1999, Mr.
Johnson beneficially owned 17,850 Shares.
MARK H. McCORMACK
Mark H. McCormack, a director of the Company was granted restricted
stock options on December 18, 1998 to acquire a total of 2,500 Shares at $0.00
per Share. As of the date hereof, none of these restricted stock options are
immediately exercisable. These restricted stock options vest with respect to
2,500 Shares on December 18, 2000. On April 16, 1999, Mr. McCormack will be
granted restricted stock options to acquire a total of 2,500 Shares at $0.00
per Share. As of the date hereof, none of these restricted stock options are
immediately exercisable. These restricted stock options vest with respect to
2,500 Shares on April 16, 2001. All of these Shares are covered by this
Prospectus. On March 4, 1999, Mr. McCormack beneficially owned no Shares.
A. LORNE WEIL
A. Lorne Weil, a director of the Company, was granted restricted stock
options on September 11, 1996 to acquire a total of 1,850 Shares at $0.00. As of
the date hereof, all of these restricted stock options are immediately
exercisable. On September 10, 1997, Mr. Weil was granted restricted stock
options to acquire a total of 1,850 Shares at $0.00 per Share. As of the date
hereof, none of these restricted stock options are immediately exercisable.
These restricted stock options vest with respect to 1,850 Shares on September
10, 1999. On November 10, 1998, Mr. Weil was granted restricted stock options to
acquire a total of 5,000 Shares at $0.00 per Share. As of the date hereof, none
of these restricted stock options are immediately exercisable. These restricted
stock options vest with respect to 5,000 Shares on November 10, 2000. On April
16, 1999, Mr. Weil will be granted restricted stock options to acquire a total
of 2,500 Shares at $0.00 per Share. As of the date hereof, none of these
restricted stock options are immediately exercisable. These restricted stock
options vest with respect to 2,500 Shares on April 16, 2001. All of these Shares
are covered by this Prospectus. On March 4, 1999, Mr. Weil beneficially owned
21,349 Shares.
BRIAN G. WOLFSON
Brian G. Wolfson, a director of the Company, was granted restricted
stock options on September 11, 1996 to acquire a total of 1,850 Shares at $0.00.
As of the date hereof, all of these restricted stock options are immediately
exercisable. On September 10, 1997, Mr. Wolfson was granted restricted stock
options to acquire a total of 1,850 Shares at $0.00 per Share. As of the date
hereof, none of these restricted stock options are immediately exercisable.
These restricted stock options vest with respect to 1,850 Shares on September
10, 1999. On November 10, 1998, Mr. Wolfson was granted restricted stock options
to acquire a total of 5,000 Shares at $0.00 per Share. As of the date hereof,
none of these restricted stock options are immediately exercisable. These
restricted stock options vest with respect to 5,000 Shares on November 10, 2000.
On April 16, 1999, Mr. Wolfson will be granted restricted stock options to
acquire a total of 2,500 Shares at $0.00 per Share. As of the date hereof, none
of these restricted stock options are immediately exercisable. These restricted
stock options vest with respect to 2,500 Shares on April 16, 2001. All of these
Shares are covered by this Prospectus. On March 4, 1999, Mr. Weil beneficially
owned 15,350 Shares.
Upon a Change in Control (as defined in the Plans),
termination of a participant's employment due to death, disability or approved
retirement before age 65 or any retirement after age 65, all options outstanding
shall immediately vest and shall be fully exercisable, provided that the options
will not vest or be exercisable prior to one year after the original date of
grant unless a Change in Control has occurred. Upon termination of employment of
a participant other than for any reason set forth above, all options held by the
participant which are not vested as of the effective date of termination shall
be forfeited. In the case of termination at the request of the Company without
cause and prior to a change in control, the participant may exercise any vested
options for a period of two years following the termination of employment, and
in the case of voluntary termination by the participant (other than due to
retirement), the participant may exercise any vested options for a period of six
months and one day following the termination of employment. However, the
Compensation Committee of the Company's Board of Directors, in its sole
discretion, may immediately vest all or any portion of the options of a
participant not vested as of such date upon written notice to the participant.
PLAN OF DISTRIBUTION
The Company will receive no proceeds from this offering. The
securities offered hereby may be sold by a Selling Security Holder acting as a
principal for his own account through market transactions on the NYSE, in one or
more negotiated transactions at negotiated prices, or otherwise. The sale of
such securities may be offered to or through underwriters, brokers or dealers,
and such underwriters, brokers or dealers may receive compensation in the form
of underwriting discounts, commissions or concessions from a Selling Security
Holder and/or the purchasers of the securities for whom they act as agent. A
Selling Security Holder
13
<PAGE> 14
and any underwriters, brokers or dealers that participate in the distribution of
the securities may, the Company not so conceding, be deemed to be underwriters
and any compensation received by them and any provided pursuant to the sale of
the securities by them might be deemed to be underwriting discounts and
commissions under the Securities Act. In order to comply with certain states'
securities laws, if applicable, the securities will be sold in such
jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states the securities may not be sold unless the securities
have been registered or qualify for sale in such state or an exemption from
registration or qualification is available and is complied with.
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
14
<PAGE> 15
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 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 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.
15
<PAGE> 16
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 by Truman
Bodden & Company, Cayman Islands, BWI.
* * *
16
<PAGE> 17
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed with the
Commission, are incorporated herein by reference and made a part hereof:
(i) The Annual Report on Form 10-K for the year ended December
31, 1997 of FTL-Delaware as amended on Form 10K/A dated August 10, 1998;
(ii) The Quarterly Report on Form 10-Q for the quarter ended
September 26, 1998 of FTL-Delaware; and
(iii) The Quarterly Report on Form 10-Q for the quarter ended
June 27, 1998 of FTL-Delaware; and
(iv) The Quarterly Report on Form 10-Q for the quarter ended
March 28, 1998 of FTL-Delaware; and
(v) The Current Reports 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 of FTL-Delaware; and
(vi) The description of the Company's Class A Shares contained
in the Company's S-4 Registration Statement; and
(vii) The S-4 Registration Statement.
In addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part hereof
from the date of filing of such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained therein or in any subsequently filed document which also is
or is deemed to be incorporated by reference 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 Registration
Statement.
17
<PAGE> 18
The Company hereby undertakes to provide without charge to
each person who has received a copy of the prospectus to which this Registration
Statement relates, upon the written or oral request of any such person, a copy
of any or all the documents that have been or may be incorporated by reference
into this Registration Statement, other than exhibits to such documents (unless
such exhibits are incorporated therein by reference).
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. 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.
18
<PAGE> 19
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.
The Company has purchased directors' and officers' liability
insurance covering certain liabilities incurred by its officers and directors
and those of its subsidiaries and affiliates in connection with the performance
of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following is a list of all exhibits filed as part of this
Registration Statement on Form S-8, including those incorporated by reference.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4.1 Amended and Restated Articles of Association of FTL-Cayman.
(1)
4.2 Amended and Restated Memorandum of Association of FTL-Cayman.
(1)
4.3 Form of Certificate for the Class A Shares. (1)
4.4 Fruit of the Loom, Inc. 1995 Executive Incentive Compensation
Plan as Amended and Restated through 5/19/98. (3)
4.5 Fruit of the Loom, Inc. 1995 Non-Employee Directors' Stock
Plan. (2)
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
</TABLE>
- - --------------------
(1) Previously filed as an exhibit to the S-4 Registration Statement and
incorporated herein by reference.
(2) Filed as Exhibit B to the Proxy Statement. (3) Filed herewith.
19
<PAGE> 20
ITEM 9. 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 is 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
20
<PAGE> 21
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.
21
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 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 this 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
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Chairman of the Board and Chief Executive Officer
(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
*
- - ------------------------------------------------------ Director
Omar Z. Al Askari
*
- - ------------------------------------------------------ Director
Dennis S. Bookshester
*
- - ------------------------------------------------------ Director
Henry A. Johnson
*
- - ------------------------------------------------------ Director
A. Lorne Weil
*
- - ------------------------------------------------------ Director
Sir Brian G. Wolfson
- - ------------------------------------------------------ Director
Mark A. McCormack
By: /s/ Howard S. Lanznar
- - ------------------------------------------------------
Howard S. Lanznar
Attorney-in-fact
</TABLE>
22
<PAGE> 23
EXHIBIT INDEX
Exhibit
Number Description
- - ------ -----------
4.1 Amended and Restated Articles of Association of FTL-Cayman. (1)
4.2 Amended and Restated Memorandum of Association of FTL-Cayman. (1)
4.3 Form of Certificate for the Class A Shares. (1)
4.4 Fruit of the Loom, Inc. 1995 Executive Incentive Compensation Plan as
Amended and Restated through 5/19/98. (3)
4.5 Fruit of the Loom, Inc. 1995 Non-Employee Directors' Stock Plan. (2)
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
- - --------------------
(1) Previously filed as an exhibit to the S-4 Registration Statement and
incorporated herein by reference.
(2) Filed as Exhibit B to the Proxy Statement.
(3) Filed herewith.
23
<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-8 (the "REGISTRATION STATEMENT") (No. 333-00039) 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") issuable pursuant to FTL-Cayman's
Fruit of the Loom, Inc., 1995 Executive Compensation Plan and Fruit of the Loom,
Inc. 1995 Non-Employee Directors' Stock Plan (the "PLAN").
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 under the Plan, and in the manner and on the terms described in the
Registration Statement and the Plan 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
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Fruit of the Loom, Ltd. Post
Effective Amendment No. 2 to the Registration Statement (Form S-8 No. 333-00039)
pertaining to the Fruit of the Loom, Inc. 1995 Executive Incentive Compensation
Plan and the Fruit of the Loom, Inc. 1995 Non-Employee Directors' Stock Plan and
in the related Prospectus of our report dated February 12, 1998, with respect to
the consolidated financial statements and schedule 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 4, 1999
