As filed with the Securities and Exchange Commission on March 22,
1994
Registration No. 33-
================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Fruit of the Loom, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 36-3361804
(State of Incorporation) (IRS Employer Identification No.)
233 South Wacker Drive, 5000 Sears Tower, Chicago, Illinois
60606, (312) 876-1724
(Address, zip code and telephone number, including area code, of
Registrant's principal executive offices)
KENNETH GREENBAUM, Esq.
Vice President and General Counsel
233 South Wacker Drive, 5000 Sears Tower, Chicago, Illinois
60606, (312) 876-1724
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
HERBERT S. WANDER, Esq., P.C.
Katten Muchin & Zavis
525 West Monroe Street
Chicago, Illinois 60661
(312) 902-5200
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
registration statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box: / /
If any of the securities being registered on this Form are
being offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plan,
check the following box: /X/
CALCULATION OF REGISTRATION FEE
Title of Each Class
of Securities to be Registered: Class A Common Stock ($.01 par
value)
Amount to be
Registered: 800,000 shares
Proposed Maximum
Offering Price
Per Unit: $30.1875(1)
Proposed Maximum
Aggregate
Offering Price: $24,150,000
Amount of
Registration Fee: $8,327.59
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) under the Securities Act
of 1933 on the basis of the average of the high and low prices of
the Class A Common Stock on the New York Stock Exchange
on March 18, 1994.
Pursuant to Rule 429 under the Securities Act of 1933, as
amended, the prospectus which is part of this Registration
Statement is a combined prospectus and also relates to Fruit of the
Loom, Inc.'s Registration Statement on Form S-3,
Registration Statement No. 33-56376, which was declared effective
by the Securities and Exchange Commission on December
30, 1992, which relates to 800,000 shares of Class A Common Stock,
all of which remain unsold.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further amendment
which specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to
Section 8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED MARCH 22, 1994
________________________________________________________________
P R O S P E C T U S
________________________________________________________________
1,600,000 Shares
[LOGO]
Class A Common Stock
This Prospectus covers up to 1,600,000 shares of Class A
Common Stock (the"Shares") of Fruit of the
Loom, Inc. (the "Company"). The Shares are being registered in
connection with the pledge by William Farley
(the "Selling Stockholder") of up to 1,600,000 shares of Class B
Common Stock of the Company (the "Pledged
Shares") as collateral for a loan made to him and to enable the
Selling Stockholder, or the pledgee to which the
Pledged Shares are pledged as collateral, to publicly sell all or
a portion of the Shares to pay the principal of
or interest on the loan or in the event of a margin call or default
in connection with the loan. If at any time any
of the Pledged Shares are beneficially owned by any person other
than the Selling Stockholder or any entity
controlled by the Selling Stockholder, such Pledged Shares
automatically convert into an equal number of shares
of Class A Common Stock of the Company. Resales of the Shares may,
from time to time, be made on the New
York Stock Exchange ("NYSE") or other stock exchanges, in privately
negotiated transactions or otherwise. The
Selling Stockholder has advised the Company that he has no present
intention to sell any of the Shares and cannot
do so except as set forth in the loan agreement between the Selling
Stockholder and the pledgee. The Company
will not receive any proceeds from the sale of the Shares. See
"Selling Stockholder" and "Description of Capital
Stock."
The Class A Common Stock is listed on the NYSE under the
trading symbol FTL. The reported closing
price of the Class A Common Stock on the NYSE on March 21, 1994 was
$30.25 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR AD-
EQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
________________________________________________________________
The date of this Prospectus is , 1994.
<PAGE>
No dealer, salesman or other person has been authorized to
give any information or to make any representation not
contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having
been
authorized by the Company, the Selling Stockholder or any other
person. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any of the securities
offered hereby in any jurisdiction to any person to whom it is
unlawful to make any such offer in such jurisdiction. Neither the
delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that the
information contained herein is correct as of any time
subsequent to the date hereof or that there has been no change in
the affairs of the Company since such date.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information
concerning the Company can be inspected and copied at the public
reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's Regional Offices at Seven World
Trade Center, Suite 1300, New York, New York 10048 and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can be obtained upon written request
addressed to the Commission, Public Reference Section, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Reports, proxy statements and other information
concerning the Company can also be inspected at the offices of the
NYSE, 11 Wall Street, New York, New York 10005.
The Company has filed with the Commission a registration
statement on Form S-3 (herein, together with all
amendments and exhibits, referred to as the "Registration
Statement") under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus does not contain all of the
information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information,
reference is hereby made to the Registration Statement which may be
inspected and copied in the manner and at the sources
described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 is incorporated herein by
reference.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Prospectus and prior to the termination of the
Offering (as hereinafter defined) shall be deemed to be
incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated
or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein
or in any subsequently filed document which is deemed to be
incorporated by reference herein modifies or supersedes such
prior statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to
whom a copy of this Prospectus is delivered, on the
written or oral request of such person, a copy of any or all of the
documents incorporated herein by reference (other than
exhibits thereto, unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates). Written or telephone requests for such copies
should be directed to Fruit of the Loom, Inc., 5000 Sears
Tower, 233 South Wacker Drive, Chicago, Illinois 60606, Attention:
Secretary (telephone: (312) 876-1724).
TABLE OF CONTENTS
Page
Available Information...................................2
Incorporation of Certain Documents by Reference.........2
The Company.............................................3
Use of Proceeds.........................................3
Selling Stockholder.....................................3
Plan of Distribution....................................4
Description of Capital Stock............................4
Legal Matters...........................................6
Experts.................................................6
<PAGE>
THE COMPANY
The Company is a leading international basic apparel company,
emphasizing branded
products for consumers ranging from infants to senior citizens. It
is the largest domestic producer of
underwear and of activewear for the imprinted market, selling
products principally under the FRUIT OF
THE LOOM(R), BVD(R), SCREEN STARS(R), BEST(TM), MUNSINGWEAR(R) and
WILSON(R) brand names. The Company sells licensed sports apparel
for major American sports leagues, professional players and
many American colleges and universities under the SALEM(R), SALEM
SPORTSWEAR(R) and OFFICIAL FAN(R) brand names. The Company
manufactures and markets men's and boys' basic and fashion
underwear, activewear, casualwear, licensed sports apparel, women's
and girls' underwear, infants' and toddlers' apparel and family
socks. Activewear consists primarily of screen print T-shirts and
fleecewear and also includes casualwear (principally a broad range
of lightweight knit tops and fleece styles sold directly to
retailers) and licensed sports apparel. The Company is a fully
integrated manufacturer, performing its own spinning, knitting,
cloth finishing, cutting, sewing and packaging. Management
believes that the Company is a low cost producer in the markets it
serves. Management considers the Company's primary strengths to be
its excellent brand recognition, low cost production, strong
relationships with merchandisers and discount chains and its
ability to effectively service its customer base. The Company was
incorporated under the laws of the State of Delaware in 1985 and is
the successor to Northwest Industries, Inc. Its principal
executive offices are located at 5000 Sears Tower, 233 South Wacker
Drive, Chicago, Illinois 60606 and its telephone number is (312)
876-1724.
USE OF PROCEEDS
None of the proceeds from the sale of the Shares will be
received by the Company. All of the proceeds will be received by
the Selling Stockholder. See "Selling Stockholder."
SELLING STOCKHOLDER
The Selling Stockholder serves as Chairman of the Board, Chief
Executive Officer and a director of the Company and Farley Inc. The
Selling Stockholder or pledgee may, from time to time, publicly
offer the Shares for sale. The Shares are being registered in
connection with the Selling Stockholder's pledge of the Pledged
Shares as collateral for a loan made to him and to enable the
Selling Stockholder, or the pledgee to which the Pledged Shares are
pledged as collateral, to publicly sell all or a portion of the
Shares to pay the principal of or interest on the loan or in the
event of a default in connection with the loan. The Selling
Stockholder has advised the Company that he has no present
intention to sell any of the Shares.
Before the offering of the Shares (the "Offering"), the
Selling Stockholder owned directly 318,000 shares of Class A Common
Stock and directly and indirectly, through Farley Inc., a
corporation he controls, 6,690,976 shares of Class B Common Stock.
This ownership represents approximately 9.2% of the total common
stock and approximately 32.9% of the total voting power of the
Company. If all of the 1,600,000 Shares are sold, and no
additional shares are sold, the above percentages would be
reduced to 7.1% and 26.8%, respectively. The Shares are being
registered pursuant to the terms of a Registration Rights
Agreement, dated December 30, 1992, amended as of March 21, 1994
between the Company and the Selling Stockholder (the "Registration
Rights Agreement"). The Selling Stockholder has agreed to bear all
expenses in connection with the registration of the Shares.
The Company has agreed that it will use its best efforts to
keep the Registration Statement of which this Prospectus is a part
"Continuously Effective" (as defined in the Registration Rights
Agreement) through the fifth anniversary of the effective date of
this Prospectus. The benefits of the Registration Rights Agreement
may be invoked by the pledgee.
PLAN OF DISTRIBUTION
Resales of the Shares may, from time to time, be made on the
NYSE, in privately negotiated transactions or otherwise. The Shares
covered by this Prospectus are being registered to enable the
Selling Stockholder to pledge the Pledged Shares as collateral for
a loan made to him and to enable the Selling Stockholder, or
pledgee to which the Pledged Shares are pledged as collateral, to
publicly sell all or a portion of the Shares in order to pay the
principal of or interest on the loan or in the event of a default
in connection with the loan. If at any time any of the Pledged
Shares are beneficially owned by any person other than the Selling
Stockholder or any entity controlled by the Selling Stockholder,
such shares automatically convert into an equal number of shares of
Class A Common Stock. The Selling Stockholder or pledgee may from
time to time offer such Shares through underwriters, dealers or
agents. Usual and customary or specifically negotiated brokerage
fees or commissions may be paid by the Selling Stockholder or the
pledgee in connection with such sales of common stock. The Selling
Stockholder, pledgee and intermediaries through whom such
securities are sold may be deemed "underwriters" within the meaning
of the Securities Act with respect to the common stock offered, and
any profits realized or commissions received may be deemed
underwriting compensation. The Shares have been approved for
listing on the NYSE, subject to prior notice.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 230 million
shares of common stock, $.01 par value per share, divided into
Class A and Class B, and 35 million shares of preferred stock, $.01
par value per share. The following is a summary of the provisions
of the Company's Restated Certificate of Incorporation, as amended,
and is qualified in its entirety by reference thereto.
Class A Common Stock and Class B Common Stock
The authorized common stock of the Company consists of (i) 200
million shares of Class A Common Stock, of which 69,108,749 were
outstanding as of March 10, 1994 and (ii) 30 million shares of
Class B Common Stock, of which 6,690,976 were outstanding as of
March 10, 1994. All shares of common stock currently outstanding
are fully paid and nonassessable, not subject to redemption and
without preemptive or other rights to subscribe for or purchase any
proportionate part of any new or additional issues of stock of any
class or of securities convertible into stock of any class.
Voting. Holders of Class A Common Stock are entitled to one
vote per share. Holders of Class B Common Stock are entitled to
five votes per share. All actions submitted to a vote of
stockholders are voted on by holders of Class A Common Stock and
Class B Common Stock voting together as a single class, except for
the election of directors and as otherwise set forth below or as
provided by law. With respect to the election of directors,
holders of the Class A Common Stock vote as a separate class and
are entitled to elect 25% of the total number of directors
constituting the entire Board of Directors (the "Class A
Directors") and, if not a whole number, then the holders of the
Class A Common Stock are entitled to elect the nearest higher whole
number of directors that is at least 25% of the total number of
directors, so long as the number of shares of Class A Common Stock
outstanding is at least 10% of the total number of shares of both
classes of the common stock outstanding. If, at the record date
for any stockholder meeting at which directors are elected, the
number of shares of Class B Common Stock outstanding is less than
12.5% of the total number of shares of both classes of common stock
outstanding, then the holders of Class A Common Stock would vote
together with the holders of Class B Common Stock to elect the
remaining directors to be elected at such meeting, with the holders
of Class A Common Stock having one vote per share and the holders
of Class B Common Stock having five votes per share. Holders of
the Class B Common Stock also vote separately as a class on the
issuance of additional shares of Class B Common Stock and on any
amendment to the Restated Certificate of Incorporation which
would adversely affect such holders.
If, at the record date for any stockholder meeting at which
directors are to be elected, the number of shares of Class B Common
Stock outstanding is at least 12.5% of the total number of shares
of both classes of common stock outstanding, then the holders of
Class A Common Stock, voting as a separate class, would continue to
elect a number of Class A Directors equal to 25% of the total
number of directors constituting the whole Board of Directors, but
the holders of the Class B Common Stock, voting as a separate
class, would be entitled to elect the remaining directors.
If, however, at the record date for any stockholder meeting at
which directors are to be elected, the number of shares of Class A
Common Stock outstanding is less than 10% of the total number of
shares of both classes of common stock outstanding, the holders of
Class A Common Stock and Class B Common Stock would vote together
as a single class with respect to the election of directors. In
that event, the holders of the Class A Common Stock would not have
the right to elect 25% of the number of directors, but would have
one vote per share for all directors and the holders of the Class
B Common Stock would have five votes per share for all directors.
Conversion. Class A Common Stock has no conversion rights.
Class B Common Stock is convertible into Class A Common Stock, in
whole or in part, at any time and from time to time on the
basis of one share of Class A Common Stock for each share of Class
B Common Stock. If at any time any shares of Class B Common Stock
are beneficially owned by any person other than Mr. Farley or any
entity controlled by Mr. Farley, such shares automatically convert
into an equal number of shares of Class A Common Stock.
Dividends. Holders of Class A Common Stock are entitled to
receive, on a cumulative basis, the first dollar per share of cash
dividends if and when declared by the Board of Directors from funds
legally available therefor. Thereafter, holders of Class A Common
Stock and Class B Common Stock are entitled to receive cash
dividends equally on a per share basis if and when such dividends
are declared by the Board of Directors of the Company from funds
legally available therefor. In the case of any dividend paid in
stock, holders of Class A Common Stock are entitled to receive the
same percentage dividend (payable in shares of Class A Common
Stock) as the holders of Class B Common Stock receive (payable in
shares of Class B Common Stock).
Liquidation. Holders of Class A Common Stock and Class B
Common Stock share with each other on a ratable basis as a single
class in the net assets of the Company available for distribution
in respect of Class A Common Stock and Class B Common Stock in the
event of liquidation.
Other Terms. Neither the Class A Common Stock nor the Class
B Common Stock may be subdivided, consolidated, reclassified or
otherwise changed unless contemporaneously therewith the other
class of shares is subdivided, consolidated, reclassified or
otherwise changed in the same proportion and in the same manner.
In any merger, consolidation or business combination, the
consideration to be received per share by holders of either Class
A Common Stock or Class B Common Stock must be identical to that
received by holders of the other class of common stock, except that
in any such transaction in which shares of capital stock are
distributed, the dividend preference of the Class A Common Stock
must be retained and such shares may differ as to voting rights
only to the extent that voting rights now differ between Class
A Common Stock and Class B Common Stock.
Transfer Agent. The Company's Transfer Agent and Registrar
for the Class A Common Stock is Chemical Bank.
Preferred Stock
The authorized preferred stock consists of 35 million shares.
There are currently no shares of preferred stock outstanding. The
preferred stock may be issued by resolutions of the Company's Board
of Directors from time to time without any action of the
stockholders. Such resolutions may authorize issuances in one or
more classes or series of the preferred stock, and may fix
and determine dividend and liquidation preferences, voting rights,
conversion privileges, redemption terms and other privileges and
rights of the stockholders of each class or series so authorized.
LEGAL MATTERS
Certain legal matters with respect to the validity of the
Shares will be passed upon for the Company and the Selling
Stockholder by Katten Muchin & Zavis, a partnership including
professional corporations, Chicago, Illinois.
EXPERTS
The consolidated financial statements and schedules of the
Company appearing in the Company's Annual Report (Form 10-K) for
the year ended December 31, 1993 have been audited by Ernst &
Young, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such
consolidated financial statements referred to above are
incorporated herein by reference in reliance upon such report given
upon the authority of such firm as experts in accounting and
auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Set forth below is an estimate of the approximate
amount of fees and expenses payable in connection with this
Offering.
<TABLE>
<S> <C>
Securities and Exchange Commission
registration fee..................... $ 8,327.59
Accountants' fees and expenses....... 5,000.00
Legal fees and expenses.............. 10,000.00
Miscellaneous........................ 1,672.41
___________
Total................................ $25,000.00
</TABLE>
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law
provides that a corporation may indemnify any persons, including
directors and officers, who are (or are threatened to be made)
parties to any threatened, pending or completed legal action, suit
or proceeding (whether civil, criminal, administrative or
investigative) by reason of their being directors or officers.
The indemnity may include expenses, attorneys' fees, judgments,
fines and amounts paid in settlement, provided such sums were
actually and reasonably incurred in connection with such action,
suit or proceeding and provided the director or officer acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests and, in the case of
criminal proceedings, he had no reasonable cause to believe that
his conduct was unlawful. The corporation may indemnify directors
and officers in a derivative action (in which suit is brought by a
stockholder on behalf of the corporation) under the same
conditions, except that no indemnification is permitted without
judicial approval if the director or officer is adjudged liable to
the corporation. If the director or officer is successful on the
merits or otherwise in defense of any actions referred to above,
the corporation must indemnify him against the expenses and
attorneys' fees he actually and reasonably incurred.
The Company's By-laws provide for indemnification of its
directors and officers to the extent permitted by Section 145.
Under a policy of insurance, the Company is entitled to be
reimbursed for indemnity payments it is required or permitted to
make to its directors and officers.
Articles XII and XIII of the Company's Restated Certificate of
Incorporation, as amended, provide that the Company shall indemnify
certain of its former and present directors and officers against
certain liabilities and expenses incurred as a result of their
duties as such.
Reference is made to Section 7.8 of the Acquisition and Merger
Agreement, dated April 10, 1985, among Farley/Northwest Acquisition
Corporation, Farley Metals, Inc., Farley/Northwest Subsidiary
Corporation and Northwest Industries, Inc. ("Northwest"), filed as
an Exhibit to the Registration Statement on Form S-4, Reg. No. 2-
98435, of Farley/Northwest Acquisition Corporation, which provides
that, from and after the New Board Date (as therein defined),
Northwest and any successor, including the Company, shall: (a)
maintain Northwest's directors' and officers' insurance
policy on the date thereof, or an equivalent policy with terms no
less advantageous for all present and former directors and officers
of Northwest than those in effect on the date thereof for six years
from and after the New Board Date to cover acts or omissions of
directors and officers of Northwest occurring prior to or at the
New Board Date and (b) maintain in effect any provisions of the By-
laws and Certificate of the Company relating to the rights to
indemnification of directors and officers of Northwest with
respect to indemnification for acts and omissions occurring prior
to or at the New Board Date.
For the undertaking with respect to indemnification see Item
17 herein.
Item 16. Exhibits
5.1 Opinion of Katten Muchin & Zavis as to the legality of the
securities being registered.
10.1 Form of First Amendment to Registration Rights Agreement
between the Selling Stockholder and the Company.
24.1 Consent of Ernst & Young, independent auditors.
24.2 Consent of Katten Muchin & Zavis (contained in their
opinion filed as Exhibit 5.1 hereto).
25. Power of Attorney (contained on signature page).
Item 17. Undertakings
a. The undersigned hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
b. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Exchange Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Exchange Act and
will be governed by the final adjudication of such issue.
c. The undersigned registrant hereby further undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule
430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this Registration Statement as of
the time it was declared effective.
(2) For the purpose of determining any liability under
the Securities Act, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To file, during any period in which offers or sales
are being made, a post-effective amendment to the Registration
Statement to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(4) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the Offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Chicago,
and State of Illinois on the 21st day of March, 1994.
FRUIT OF THE LOOM, INC.
By: /s/ KENNETH GREENBAUM
____________________________
Kenneth Greenbaum,
Vice President and General Counsel
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes
and appoints Kenneth Greenbaum, Michael F. Bogacki and Earl C.
Shanks and each of them his true and lawful attorney-in-fact and
agent, with full power of substitution, to sign on his behalf,
individually and in each capacity stated below, all amendments and
post-effective amendments to this Registration Statement on Form
S-3 and to file the same, with all exhibits thereto and any other
documents in connection therewith, with the Securities and Exchange
Commission under the Securities Act, granting unto each of said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully and to all intents and
purposes as each might or could do in person, hereby ratifying and
confirming each act that said attorneys-in-fact and agents may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities indicated on March 21, 1994.
SIGNATURE TITLE
_______________________________ _______________________________
/s/ WILLIAM FARLEY Chairman of the Board and Chief
_______________________________ Executive Officer (Principal
William Farley Executive Officer) and Director
/s/ MICHAEL F. BOGACKI Vice President and Controller
_______________________________ (Principal Financial
Michael F. Bogacki and Accounting Officer)
/s/ OMAR Z. AL ASKARI Director
_______________________________
Omar Z. Al Askari
_______________________________ Director
Dennis S. Bookshester
_______________________________ Director
John B. Holland
/s/ LEE W. JENNINGS Director
_______________________________
Lee W. Jennings
/s/ HENRY A. JOHNSON Director
_______________________________
Henry A. Johnson
/s/ RICHARD C. LAPPIN Director
_______________________________
Richard C. Lappin
Director
_______________________________
A. Lorne Weil
/s/ SIR BRIAN G. WOLFSON Director
_______________________________
Sir Brian G. Wolfson
Exhibit 5.1
March 22, 1994
Fruit of the Loom, Inc.
233 South Wacker Drive
5000 Sears Tower
Chicago, Illinois 60606
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Fruit of the Loom, Inc., a
Delaware corporation (the "Company") and William Farley, in
connection with the preparation and filing of a registration
statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of
1933, as amended. The Registration Statement relates to 800,000
shares of the Company's Class A Common Stock, par value $.01 per
share (the "Class A Common Stock").
In connection with this opinion, we have relied as to matters
of fact, without investigation, upon certificates of public
officials and others and upon affidavits, certificates and written
statements of directors, officers and employees of, and accountants
and the transfer agent for, the Company. We have also examined
originals or copies, certified or otherwise identified to our
satisfaction, of such instruments, documents and records as we have
deemed relevant and necessary to examine for the purpose of this
opinion, including (a) the Registration Statement, (b) the Restated
Certificate of Incorporation of the Company, as amended, (c) the
By-laws of the Company, as amended and (d) resolutions adopted by
the Board of Directors of the Company.
In connection with this opinion, we have assumed the accuracy
and completeness of all documents and records that we have
reviewed, the genuineness of all signatures, the authenticity of
the documents submitted to us as originals and the conformity to
authentic original documents of all documents submitted to us as
certified, conformed or reproduced copies. We have further assumed
that all natural persons involved in the transactions contemplated
by the Registration Statement (the "Offering") have sufficient
legal capacity to enter into and perform their respective
obligations and to carry out their roles in the Offering.
Based upon and subject to the foregoing, it is our opinion
that:
(1) The Company is a corporation duly incorporated and
existing under the laws of the State of Delaware.
(2) The Class A Common Stock, when issued, will be legally
issued, fully paid and non-assessable.
We hereby consent to the use of our name under the heading
"Legal Matters" in the Prospectus forming a part of the
Registration Statement and to the use of this opinion for filing as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ KATTEN MUCHIN & ZAVIS
____________________________
Katten Muchin & Zavis
Exhibit 10.1
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this
"Amendment") is made and entered into this _____ day of March, 1994
by and between William Farley ("Farley"), and Fruit of the Loom,
Inc., a Delaware corporation (the "Company"). On December 30,
1992, Farley and the Company entered into the Registration Rights
Agreement (the "Original Agreement"). Pursuant to the terms of
Section 5 of the Original Agreement, and for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, Farley and the Company hereby agree to modify and
amend the Original Agreement as follows:
1. The Section of the Original Agreement is deleted and
replaced with the following:
a. Background. Farley owns an aggregate of 1,600,000
shares of Class B Common Stock, $.01 par value, which he has
pledged or is expected to pledge to certain lenders as further
described herein. If any of such shares are beneficially owned by
a person other than Farley or any entity controlled by Farley, such
shares automatically convert into an equal number of shares of the
Company's Class A Common Stock, $.01 par value. Farley has
requested for himself, and for the benefit of certain assignees and
pledgees of such shares as further described, that the Company
provides certain registration rights with respect to any shares of
the Company's Class A Common Stock issuable upon conversion of such
shares of Class B Common Stock (the "Shares"). The Company, which
acknowledges that it will benefit from the orderly disposition of
its securities which will be provided for hereunder, has agreed to
provide certain registration rights as set forth herein.
b. The Section 3.1(a) of the Original Agreement is
deleted and replaced with the following:
(i) Shelf Registration. The Company has filed with
the Commission one shelf registration statement under Rule 415 of
the Securities Act (Commission File Number 33-56376) and will file
another shelf registration statement under Rule 415 of the
Securities Act (Commission File Number 33-____________), to permit
the resale of all of the Registerable Securities by the holders
thereof (collectively, the "Shelf Registration Statement"). The
Company will use its best efforts to have the Shelf Registration
Statement declared effective under the Securities Act as soon as
practicable and to keep the Shelf Registration Statement
Continuously Effective through the second anniversary of the
effective date of the Shelf Registration Statement or such earlier
date as all but 10,000 or fewer of the Registrable Securities: (i)
have been distributed to the public pursuant to an offering
registered under the Securities Act; or (ii) have been transferred
in a manner in which the certificates evidencing such Registrable
Securities no longer bear restrictive legend and no other
restriction on transfer exists under applicable securities laws
(the "Registration Period").
b. Section 3.1(b) of the Original Agreement is deleted
and replaced with the following:
(i) Registration Statement Form. Registration of
the Registrable Securities under this Section 3.1 has or will be
made on Form S-3.
(First Amendment to Registration Rights Agreement Signature Page)
* * *
IN WITNESS WHEREOF, the parties have caused this Amendment to
be executed and delivered as of the date first above written.
________________________________________
William Farley
FRUIT OF THE LOOM, INC.
By: ____________________________________
Its: ____________________________________
Exhibit 24.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
in the Registration Statement (Form S-3 No. 33- ) and
related Prospectus of Fruit of the Loom, Inc. for the registration
of 800,000 shares of Class A Common Stock and the incorporation by
reference therein of our report dated February 12, 1994 with
respect to the consolidated financial statements and schedules of
Fruit of the Loom, Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 1993, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG
Chicago, Illinois
March 16, 1994
