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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. 3)
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. 3 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 and Amendment No. 2 dated
May 27, 1998 (the "Schedule 14D-1"). The purpose of this Amendment No. 3 is to
amend and supplement Item 10 of the Schedule 14D-1 as described below.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by the following:
The first paragraph of Section 14 of the Offer to Purchase ("Conditions
of the Offer") is hereby amended and restated in its entirety as follows:
"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 (i) immediately prior to the
Expiration Date the Minimum Condition shall not have been satisfied, (ii) any
applicable waiting period under the HSR Act shall not have expired or been
terminated prior to the expiration of the Offer or (iii) at any time on or after
the date of the Merger Agreement and prior to the Expiration Date, any of the
following conditions shall exist:"
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 28, 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 28, 1998
TROPICAL SPORTSWEAR INT'L CORPORATION
By: /s/ Michael Kagan
Michael Kagan
Executive Vice President and
Chief Financial Officer
