<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. 4)
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. 4 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 and Amendment No. 3 dated May 28, 1998 (the "Schedule 14D-1"). The
purpose of this Amendment No. 4 is to amend and supplement Item 10 of the
Schedule 14D-1 as described below.
ITEM 10. ADDITIONAL INFORMATION.
(f) On May 29, 1998, the Company issued a press release with respect to
its financial performance for the six months ended May 3, 1998. Reference is
made to the press release issued by the Company on May 29, 1998, a copy of which
is filed as Exhibit (a)(10) 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: May 29, 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 29, 1998
TROPICAL SPORTSWEAR INT'L CORPORATION
By: /s/ Michael Kagan
Michael Kagan
Executive Vice President and
Chief Financial Officer
Page 2 of 2 Pages
<PAGE> 1
EXHIBIT (a)(10)
[FARAH LOGO] [SAVANE LOGO]
PRESS RELEASE--FOR IMMEDIATE RELEASE
FARAH REPORTS SECOND QUARTER 1998 RESULTS
FOR INFORMATION CALL: RUSSELL G. GIBSON, CHIEF FINANCIAL OFFICER
(915) 496-7502
EL PASO, TEXAS --- MAY 29, 1998 --- FARAH INCORPORATED (NYSE:FRA) FARAH
INCORPORATED reported today a net loss for the second quarter ended May 3, 1998
of $1,335,000 ($.13 per share) on net sales of $66,130,000. This compares to net
income for the same period last year of $3,211,000 ($.31 per share) on net sales
of $70,771,000.
For the first six months of fiscal year 1998, the Company reported a net loss of
$4,405,000 ($.43 per share) on net sales of $125,174,000. For the same 1997
period, the Company reported net income of $1,256,000 ($.12 per share) with net
sales of $132,709,000. Included in the 1998 operating results are pre-tax
charges of $5,281,000 in connection with the planned closure of the Company's
finishing facility in Costa Rica, the reduction in sewing operations at the
Company's other Costa Rican facility, and costs associated with the move to the
new distribution center. Operating results for the first six months of 1997
included pre-tax charges of $3,311,000 which resulted from a loss in connection
with a fire at one of the Company's Irish production facilities, costs
associated with the start-up of new laundry/finishing facilities and the
out-sourcing of more production to independent sewing contractors.
"We are disappointed with our second quarter results," stated Richard C.
Allender, Chairman and Chief Executive Officer. "Despite a promising level of
orders, our net sales were down $4.6 million, or 6.6%, when compared to last
year's net sales levels and our gross margin declined to 23.8% from 28.1%. As
previously reported, the factor contributing most to our negative results was
the start-up of our new distribution center which resulted in canceled orders,
late delivery and freight chargebacks, markdowns on inventory and other related
costs and expenses. We believe that our problems are substantially behind us,
although we continue to refine the systems."
On May 1, 1998, the Company signed a definitive merger agreement with Tropical
Sportswear Int'l Corporation ("Tropical") pursuant to which Tropical has offered
to acquire 100% of the outstanding shares of Farah common stock in a tender
offer. Pursuant to the agreement, Tropical will pay $9.00 per share for each of
the approximately 10.3 million outstanding shares of Farah common stock. The
transaction will be structured as a cash tender offer followed by a cash merger
to acquire any shares not previously tendered. As a result of the transaction,
Farah will become a wholly owned subsidiary of Tropical. The transaction has
been unanimously approved by the Board of Directors of both companies and is
subject to receipt in the tender offer of at least two-thirds of Farah common
stock as well as customary regulatory approvals. The transaction is expected to
close prior to July 1, 1998.
<PAGE> 2
FARAH REPORTS SECOND QUARTER 1998 RESULTS
Page Two
Certain statements contained herein are "forward-looking" statements (as such
term is defined in the Private Securities Litigation Reform Act of 1995).
Because such statements include risks and uncertainties, actual results may
differ materially from those expressed or implied by such forward-looking
statements. Factors that could cause actual results to differ materially from
those expressed or implied by such forward-looking statements include, but are
not limited to, those discussed in filings made by the Company with the
Securities and Exchange Commission.
Farah Incorporated is a multinational apparel marketer and manufacturer
headquartered in the United States. The Company's principal business is the sale
of men's and boys' pants, coats and shirts and women's slacks. The principal
markets for the Company's products are retail customers in the United States,
Europe, and the South Pacific.
Tables follow.
<PAGE> 3
FARAH REPORTS SECOND QUARTER RESULTS
Page Three
<TABLE>
<CAPTION>
SUMMARY OF OPERATIONS: (DATA IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
QUARTER ENDED: MAY 3, 1998 May 4, 1997
------------ ------------
<S> <C> <C>
NET SALES $ 66,130 $ 70,771
Cost of sales 50,364 50,883
------------ ------------
Gross profit 15,766 19,888
Selling, general & administrative expenses (16,622) (16,970)
Royalty income 361 89
Termination of foreign operations 1,395 --
Production conversion expenses -- (577)
Relocation expenses (1,904) --
------------ ------------
Operating income (loss) (1,004) 2,430
Interest expense, net (1,282) (716)
Other income 255 95
------------ ------------
Income (loss) before income taxes (2,031) 1,809
Income tax expense (benefit) (696) (1,402)
------------ ------------
NET INCOME (LOSS) (1,335) 3,211
============ ============
NET INCOME (LOSS) PER SHARE - BASIC AND DILUTED $$
(0.13) 0.31
============ ============
WEIGHTED AVERAGE SHARES OF COMMON STOCK
OUTSTANDING - BASIC 10,284,090 10,265,762
============ ============
WEIGHTED AVERAGE SHARES OF COMMON STOCK AND
COMMON STOCK EQUIVALENTS OUTSTANDING - DILUTED 10,284,090 10,434,026
============ ============
<CAPTION>
SIX MONTHS ENDED: MAY 3, 1998 May 4, 1997
------------ ------------
<S> <C> <C>
NET SALES $ 125,174 $ 132,709
Cost of sales 93,504 95,113
------------ ------------
Gross profit 31,670 37,596
Selling, general & administrative expenses (31,042) (33,016)
Royalty income 706 134
Termination of foreign operations (2,585) (2,462)
Production conversion expenses -- (849)
Relocation expenses (2,696) --
------------ ------------
Operating income (loss) (3,947) 1,403
Interest expense, net (2,451) (1,232)
Other income 328 248
------------ ------------
Income (loss) before income taxes (6,070) 419
Income tax expense (benefit) (1,665) (837)
------------ ------------
NET INCOME (LOSS) (4,405) 1,256
============ ============
NET INCOME (LOSS) PER SHARE - BASIC AND DILUTED $ (0.43) $ 0.12
============ ============
WEIGHTED AVERAGE SHARES OF COMMON STOCK
OUTSTANDING - BASIC 10,281,540 10,228,432
============ ============
WEIGHTED AVERAGE SHARES OF COMMON STOCK AND
COMMON STOCK EQUIVALENTS OUTSTANDING - DILUTED 10,281,540 10,312,565
============ ============
</TABLE>
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FARAH REPORTS SECOND QUARTER RESULTS
Page Four
<TABLE>
<CAPTION>
SUMMARY FINANCIAL POSITION: MAY 3, 1998 May 4, 1997
------------ ------------
<S> <C> <C>
Trade accounts receivable, net $ 35,804 $ 38,643
Inventory 74,519 68,975
Current assets 123,553 122,752
Short-term debt & current installments
of long-term debt 45,382 31,095
Long-term debt 13,900 5,801
Total debt 59,282 36,896
Shareholders' equity 78,011 83,043
</TABLE>
