<PAGE> 1
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. 6)
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 2 Pages
<PAGE> 2
TENDER OFFER
This Amendment No. 6 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, Amendment No. 2 dated
May 27, 1998, Amendment No. 3 dated May 28, 1998, Amendment No. 4 dated May 29,
1998 and Amendment No. 5 dated June 2, 1998 (the "Schedule 14D-1"). The purpose
of this Amendment No. 6 is to amend and supplement Item 10 of the Schedule 14D-1
as described below.
ITEM 10. ADDITIONAL INFORMATION.
(b) - (c) On June 5, 1998, TSI and the Company issued a press release
with respect to the expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976. Reference is made to the press release
issued by TSI and the Company on June 5, 1998, the text of which is filed as
Exhibit (a)(12) to this Amendment No. 6 to the Schedule 14D-1 and is
incorporated herein by reference.
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: June 5, 1998
FOXFIRE ACQUISITION CORP.
By: /s/ Michael 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: June 5, 1998
TROPICAL SPORTSWEAR INT'L CORPORATION
By: /s/ Michael Kagan
-----------------------------
Michael Kagan
Executive Vice President and
Chief Financial Officer
<PAGE> 1
EXHIBIT (A)(12)
WAITING PERIOD EXPIRES UNDER HART-SCOTT-RODINO ANTITRUST
IMPROVEMENTS ACT FOR TROPICAL SPORTSWEAR INT'L CORPORATION'S
ACQUISITION OF FARAH INCORPORATED
- - - - - - - - -
TAMPA, FL (June 5, 1998) - Tropical Sportswear Int'l Corporation
(NASDAQ:TSIC) ("Tropical") and Farah Incorporated (NYSE: FRA) today jointly
announced that the required waiting period for Tropical's proposed acquisition
of Farah has expired under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, thus satisfying one of the conditions to the closing of Tropical's cash
tender offer for outstanding shares of Farah. Under the tender offer, Tropical
has offered to acquire all of the outstanding shares of Farah for $9.00 per
share. Farah currently has approximately 10.3 million shares outstanding.
Tropical commenced its cash tender offer on May 8, 1998. The cash
tender offer remains subject to receipt by Tropical of at least 66-2/3% of the
shares of Farah and certain other customary conditions. Assuming all of such
conditions are met, shares tendered and not withdrawn will be accepted for
payment by Tropical following expiration of the tender offer period at midnight
on Friday, June 5, 1998. If Tropical receives more than 90% of the shares of
Farah in the tender offer, it is expected that the merger transaction which will
follow the tender offer will be completed within 5 days. If Tropical receives
more than 66-2/3% but less than 90% of the shares of Farah in the tender offer,
it is expected that the merger transaction which will follow the tender offer
will be completed within 60 days.
This press release contains certain forward-looking statements with
respect to Tropical's acquisition of Farah and the Tender Offer and related
transactions, all of which are subject to risks and uncertainties that could
cause actual results to differ materially from anticipated results. Risk factors
include, but are not limited to: economic conditions that affect consumer
spending; successfully identifying emerging fashion trends, foreign and domestic
labor and manufacturing conditions; and governmental actions such as import or
trade restrictions. Please refer to documents on file with the Securities and
Exchange Commission for a more detailed discussion of risk factors.
