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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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
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TENDER OFFER
This Amendment No. 5 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 and Amendment No. 4 dated May
29, 1998 (the "Schedule 14D-1"). The purpose of this Amendment No. 5 is to amend
and supplement Item 4 of the Schedule 14D-1 as described below.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) - (b) On June 2, 1998, TSI issued a press release with respect a
proposed offering of senior subordinated notes. Reference is made to the press
release issued by TSI on June 2, 1998, the text of which is filed as Exhibit
(a)(11) to this Amendment No. 5 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 2, 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 2, 1998
TROPICAL SPORTSWEAR INT'L CORPORATION
By: /s/ Michael Kagan
Michael Kagan
Executive Vice President and
Chief Financial Officer
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EXHIBIT (A)(11)
TROPICAL SPORTSWEAR INT'L CORPORATION
TO OFFER SENIOR SUBORDINATED NOTES DUE 2008
TAMPA, FL (June 2, 1998) - Tropical Sportswear Int'l Corporation (NASDAQ:TSIC)
announced that it intends to offer $125 million of Senior Subordinated Notes due
2008 (the "Offering"). Prior to the Offering, Tropical intends to enter into a
$100 million bridge financing facility and a new $85 million senior revolving
credit facility. Tropical intends to use borrowings under the bridge financing
facility and the new credit facility to (i) finance the acquisition of Farah
Incorporated (NYSE:FRA) pursuant to a tender offer (the "Tender Offer") for all
outstanding shares of Farah's common stock and (ii) repay certain outstanding
debt of Tropical and Farah. The net proceeds from the Offering will be used to
repay all debt outstanding under the bridge facility and a portion of the debt
outstanding under the new credit facility. The Tender Offer will be consummated
prior to the closing of the Offering, and the closing of the Offering is
conditioned upon consummation of the Tender Offer. In addition, the closing of
the Offering is subject to market conditions.
The Notes will not be and have not been registered under the Securities Act of
1933 and may not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements. This communication shall
not constitute an offer to sell or the solicitation of an offer to buy the
Notes.
This press release contains certain forward-looking statements with respect to
Tropical's acquisition of Farah, the Tender Offer, the bridge financing
facility, the new credit facility, the Offering 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: uncertainties relating the market for the Notes which affect, among
other things, interest rates; 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.
