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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
FARAH INCORPORATED
(Name of Subject Company)
TROPICAL SPORTSWEAR INT'L CORPORATION
FOXFIRE ACQUISITION CORP.
(Bidders)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
307387100
(CUSIP Number)
MICHAEL KAGAN
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
TROPICAL SPORTSWEAR INT'L CORPORATION
4902 WEST WATERS AVENUE
TAMPA, FLORIDA 33634-1302
(813) 249-4900
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
STEPHEN A. OPLER
ALSTON & BIRD LLP
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3424
(404) 881-7000
Page 1 of 3 Pages
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TENDER OFFER
This Amendment No. 1 to the Schedule 14D-1 relates to the offer by
Foxfire Acquisition Corp., a Texas corporation (the "Purchaser") and a wholly
owned subsidiary of Tropical Sportswear Int'l Corporation, a Florida corporation
("TSI"), to purchase all of the outstanding shares (the "Shares") of Common
Stock, no par value per share (the "Common Stock") of Farah Incorporated, a
Texas corporation (the "Company"), at $9.00 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated May 8, 1998 (the "Offer to Purchase") and in the related Letter
of Transmittal (which together constitute the "Offer"), copies of which were
attached as Exhibits (a)(1) and (a)(2), respectively, to the Schedule 14D-1
filed with the Securities and Exchange Commission (the "Commission") on May 8,
1998 (the "Schedule 14D-1"). The purpose of this Amendment No. 1 is to amend and
supplement Item 9 of the Schedule 14D-1 as described below.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
On May 19, 1998, TSI filed its Quarterly Report on Form 10-Q for the
Quarter ended April 4, 1998 (the "TSI Second Quarter 10-Q"). Set forth below is
certain selected consolidated financial information with respect to TSI
excerpted or derived from financial information contained in the TSI Second
Quarter 10-Q. More comprehensive financial information is included in such
report and other documents filed by TSI with the Commission, and the following
selected consolidated financial information is qualified in its entirety by
reference to such report and such documents and all the financial information
(including any related notes) contained therein.
TROPICAL SPORTSWEAR INT'L CORPORATION
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(Dollars in Thousands, Except Share and Per Share Amounts)
<TABLE>
<CAPTION>
Twenty Seven Weeks Twenty Six Weeks
Ended April 4, 1998 Ended March 29, 1997
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<S> <C> <C>
STATEMENT OF INCOME DATA:
Net sales....................................... $ 82,467 $ 71,359
Operating income................................ 8,411 7,146
Income before income taxes...................... 7,229 5,427
Net income...................................... 4,558 3,469
Net income per share............................ 0.62 0.58
Weighted average number
of shares used in the calculation............. 7,408,006 6,015,000
BALANCE SHEET DATA:
Total assets.................................... $ 79,909
Long-term debt including obligations
under capital leases.......................... 15,810
Shareholders' equity............................ 44,632
</TABLE>
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After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: May 19, 1998
FOXFIRE ACQUISITION CORP.
By: /s/ Michael Kagan
------------------------------
Michael Kagan
Executive Vice President,
Chief Financial Officer
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: May 19, 1998
TROPICAL SPORTSWEAR INT'L CORPORATION
By: /s/ Michael Kagan
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Michael Kagan
Executive Vice President,
Chief Financial Officer
Page 3 of 3 Pages
