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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. 2)
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
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TENDER OFFER
This Amendment No. 2 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, as amended by Amendment No. 1 dated May 19, 1998 (the "Schedule 14D-1").
The purpose of this Amendment No. 2 is to amend and supplement certain Items of
the Schedule 14D-1 as described below.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT
COMPANY.
TSI has previously disclosed in the Schedule 14D-1 under the
information set forth in "Section 11 -- Background of the Offer; Purpose of the
Offer and the Merger; the Merger Agreement and Certain Other Agreements" of the
Offer to Purchase which was filed as Exhibit (a)(1) to the Schedule 14D-1 filed
on May 8, 1998, that on April 27, 1998, TSI submitted a non-binding proposal to
Financo for the acquisition of Farah. Item 3(b) is hereby amended and
supplemented to disclose the further fact that the April 27, 1998 non-binding
proposal by TSI included an offer price for the Common Stock of $8.50 per share.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5(d) is hereby amended and supplemented by the following:
Following the effective time of the merger of the Purchaser with and
into the Company, TSI and the Company plan to amend the Company's Restated
Articles of Incorporation to reduce the authorized capital stock to 1,000 shares
of common stock. TSI currently has no further plans or proposals with regard to
material changes in the capitalization or dividend policy of the Company.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6(a) is hereby amended and supplemented to incorporate herein by
reference the information set forth in "Schedule I -- Directors and Executive
Officers of TSI and the Purchaser" of the Offer to Purchase which was filed as
Exhibit (a)(1) to the Schedule 14D-1 filed on May 8, 1998.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 is hereby amended and supplemented to incorporate herein by
reference the information set forth in "Section 9 -- Certain Information
Concerning the Purchaser and TSI" of the Offer to Purchase which was filed as
Exhibit (a)(1) to the Schedule 14D-1 filed on May 8, 1998.
ITEM 10. ADDITIONAL INFORMATION.
TSI has previously disclosed under the information set forth in
"Section 14 -- Conditions of the Offer" of the Offer to Purchase which was filed
as Exhibit (a)(1) to the Schedule 14D-1 filed on May 8, 1998, that
notwithstanding any other provision of the Offer, the Purchaser shall not be
required to accept for payment or pay for any Shares tendered pursuant to the
Offer, and may terminate or amend the Offer and may postpone the acceptance for
payment of and payment for Shares tendered, if certain enumerated conditions
("Conditions to the Offer") have not been satisfied. TSI hereby amends and
supplements that disclosure to clarify that the Purchaser shall not be required
to accept for payment any Shares tendered pursuant to the Offer, and may
terminate the Offer or extend the Offer if the Conditions to the Offer have not
been satisfied,
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however, the Purchaser may not accept the Shares tendered pursuant to the Offer,
but delay payment until the Conditions to the Offer are satisfied, except such
delays as are in compliance with Rule 14e-1(c) under the Securities Exchange Act
of 1934, as amended, and the interpretations of such Rule by the Securities and
Exchange Commission. Rule 14e-1(c) requires that the Purchaser pay the
consideration offered or return the Shares deposited by or on behalf of holders
of Shares promptly after the termination or withdrawal of the Offer.
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 27, 1998
FOXFIRE ACQUISITION CORP.
By: /s/ Micheal Kagan
Michael Kagan
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 27, 1998
TROPICAL SPORTSWEAR INT'L CORPORATION
By: /s/ Michael Kagan
Michael Kagan
Executive Vice President and
Chief Financial Officer
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