As filed with the Securities and Exchange Commission on
February 4, 1994
Registration No. 33-52023
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
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]
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. 33-63750, which was declared
effective by the Securities and Exchange Commission on June
18, 1993, which relates to 1,500,000 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.
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<PAGE>
____________________________________________________________
P R O S P E C T U S
____________________________________________________________
1,800,000 Shares
[LOGO]
Class A Common Stock
This Prospectus covers up to 1,800,000 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 1,800,000 shares of Class B Common Stock and/or Class
A 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 default in connection with the loan. If at
any time any of the Class B Common Stock Pledged Shares are
beneficially owned by any person other than the Selling
Stockholder or any entity controlled by the Selling
Stockholder, such shares of Class B Common Stock 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 security 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 on the NYSE on
February 3, 1994 was $25.25 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
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
____________________________________________________________
The date of this Prospectus is February 4, 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 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 (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 following documents filed by the Company with the
Commission pursuant to the Exchange Act are incorporated
herein by reference:
(1) The Company's Annual Report on Form 10-K, as
amended, for the fiscal year ended December 31, 1992; and
(2) The Company's Quarterly Reports on Form 10-Q, each
as amended, for the fiscal quarters ended March 31, 1993,
June 30, 1993 and September 30, 1993.
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 Page
Available Information......2 Selling Stockholder..........4
Incorporation of Certain
Documents by Reference...2 Plan of Distribution.........4
The Company................3 Description of Capital Stock.5
Use of Proceeds............3 Legal Matters................7
Recent Developments........3 Experts......................7
<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 (Registered), BVD (R), SCREEN
STARS (R), BEST (TM) and MUNSINGWEAR (R) brand names. The
Company manufactures and markets men's
and boys' basic and fashion underwear, activewear, casualwear,
women's and girls' underwear 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). The Company is a fully integrated
manufacturer, performing its own spinning, knitting, cloth
finishing, cutting, sewing and packaging. Management
believes that the Company is the 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."
RECENT DEVELOPMENTS
On October 11, 1993, the Company and FTL Acquisition
Corp., an indirect, wholly owned subsidiary of
the Company (the "Purchaser"), entered into an Agreement and
Plan of Merger to acquire Salem Sportswear
Corporation (the "Salem Acquisition"), a Delaware corporation
("Salem"). On November 10, 1993, the Purchaser
completed a tender offer for all of the outstanding shares of
common stock of Salem at a per share price of $12.75
in cash and the Purchaser merged with Salem on that date. The
total funds required to acquire Salem, including the
planned repayment of certain debts of Salem and the fees and
expenses of the Salem Acquisition, total approximately
$160 million. Such funds were provided from borrowings under
the Company's credit agreement.
Salem is a leading domestic designer, manufacturer and
marketer of sports apparel under licenses granted
by the National Basketball Association, Major League Baseball,
the National Football League, the National Hockey
League, professional athletes, many American colleges and
universities and the World Cup '94. Salem sells a wide
variety of sportswear, including T-shirts, sweatshirts, shorts
and light outerwear.
On December 1, 1993, the Company issued $150,000,000 of
6 1/2% Notes due November 15, 2003 and
$150,000,000 of 7 3/8% Debentures due November 15, 2023. The
net proceeds from this offering were used to repay
borrowings outstanding under the Company's credit agreement.
On December 16, 1993, the Company announced that the
current slow pace of retail apparel sales will result
in lower than expected sales and higher operating costs,
resulting primarily from lower plant utilization, and will
result in operating earnings for the fourth quarter and
the full 1993 fiscal year being lower than the range of analyst
estimates.
On December 29, 1993, the Company received approximately
$70 million for the Company's investment in the securities
of Acme Boot Company, Inc. (the "Acme Securities"). The Acme
Securities were part of the consideration received by the
Company in connection with the sale of Acme Boot Company, Inc. in 1987.
Since 1991, the Acme Securities were carried on the Company's books at $5
million. As a result, the Company will record a pre-tax gain
in 1993 of approximately $65 million relating to the Acme
Securities.
On January 31, 1994, the Company acquired Artex
Manufacturing Co., Inc., a wholly owned subsidiary of
Jostens, Inc. of Minneapolis, Minnesota. Artex Manufacturing
Co., Inc. operated as Jostens Sportswear.
Jostens Sportswear manufactures and sells a wide variety
of decorated sportswear primarily to retail stores
and college bookstores under the Jostens label and to mass
merchants under the Artex label. Jostens Sportswear has
licenses from all major professional sports leagues as well as
from the Walt Disney Company, United Feature
Syndicate for Peanuts and Warner Bros. for Looney Tunes.
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 9.3% of the total common stock and
approximately 33.0% of the total voting power of the Company.
If all of the 1,800,000 Shares are sold, and no
additional shares are sold, the above percentages would be
reduced to 6.9% and 26.0%, respectively. The Shares are
being registered pursuant to the terms of a Registration
Rights Agreement, dated June 18, 1993, amended as of January
26, 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 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 which are Class B Common Stock 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 69,032,919 were outstanding as of December 31, 1993
and (ii) 30 million shares of Class B Common Stock,
of which 6,690,976 were outstanding as of December 31, 1993.
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
outstanding shares of Class A Common Stock is at least 10%
of the total number of outstanding shares of both classes of
the common stock. If, at the record date for any
stockholder meeting at which directors are elected, the number
of outstanding shares of Class B Common Stock is less
than 12.5% of the total number of outstanding shares of both
classes of common stock, 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
outstanding shares of Class B Common Stock is at least 12.5%
of the total number of outstanding shares of both
classes of common stock, 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 outstanding shares of Class A Common Stock is less than 10%
of the total number of outstanding shares of both
classes of common stock, 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 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 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, 1992 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..$2,579.74
Accountants' fees and expenses.......................10,000.00
Legal fees and expenses .............................10,000.00
Miscellaneous ........................................7,420.26
___________
Total........................................$30,000.00
</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.
__________________
* Previously filed.
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 3rd day of February, 1994.
FRUIT OF THE LOOM, INC.
By: /s/ KENNETH GREENBAUM
______________________________
Kenneth Greenbaum,
Vice President and
General Counsel
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
February 3, 1994.
SIGNATURE TITLE
* Chairman of the Board and Chief
Executive Officer (Principal
Executive Officer) and Director
___________________________
William Farley
* Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
___________________________
Paul M. O'Hara
* Vice President and Controller
(Principal Accounting Officer)
___________________________
Michael F. Bogacki
* Director
___________________________
Omar Z. Al Askari
* Director
___________________________
Dennis S. Bookshester
* Director
___________________________
John B. Holland
* Director
___________________________
Lee W. Jennings
* Director
___________________________
Henry A. Johnson
* Director
___________________________
Richard C. Lappin
* Director
___________________________
A. Lorne Weil
* Director
___________________________
Sir Brian G. Wolfson
By: KENNETH GREENBAUM
___________________________
Kenneth Greenbaum
Attorney-in-fact
Exhibit 5.1
February 3, 1994
Fruit of the Loom, Inc.
233 South Wacker Drive
5000 Sears Tower
Chicago, Illinois 60606
Re: Registration Statement on Form S-3,
File Number 33-52023
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, File No. 33-52023 (the "Registration
Statement") with the Securities and Exchange Commission under
the Securities Act of 1933, as amended. The Registration
Statement relates to 300,000 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, as amended, (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 24.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Amendment No. 1
to Form S-3 No. 33-52023) and related Prospectus of Fruit
of the Loom, Inc. for the registration of 300,000 shares
of Class A Common Stock and the incorporation by
reference therein of our report dated February 2, 1993
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,
1992, filed with the Securities and Exchange Commission.
/s/ Ernst & Young
ERNST & YOUNG
Chicago, Illinois
February 1, 1994
