As filed with the Securities and Exchange Commission on January 26, 1994
Registration No. 33-
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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, (312) 876-1724
Chicago, Illinois 60606,
(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 Proposed Proposed
Class Maximum Maximum
of Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit Price Fee
Class A Common 300,000 $24.9375(1) $7,481,250 $2,579.74
Stock ($.01 shares
par value).
(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 January 21, 1994.
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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.
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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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SUBJECT TO COMPLETION, DATED JANUARY 26, 1994
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
January 25, 1994 was $25.375 per share.
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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 January 26, 1994.
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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.
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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
Description of Capital
The Company . . . . . . . . 3 Stock . . . . . . . . . . 5
Use of Proceeds . . . . . . 3 Legal Matters . . . . . . 6
Recent Developments . . . . 3 Experts . . . . . . . . . 7
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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) 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"). A tender offer for all of the
shares of common stock of Salem then outstanding at a per share
price of $12.75 in cash was completed and the Company caused the
Purchaser to merge with Salem on November 10, 1993. The total
funds required to acquire Salem, including the 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.
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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.
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.
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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
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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.
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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
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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.
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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.
Securities and Exchange Commission $ 2,579.74
registration fee . . . . . . . . . . . .
Accountants' fees and expenses . . . . . 10,000.00
Legal fees and expenses . . . . . . . . . 10,000.00
Miscellaneous . . . . . . . . . . . . . . 7,420.26
Total . . . . . . . . . . . . . . . $30,000.00
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.
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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 the signature page
hereto).
__________________
* To be filed by amendment.
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.
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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.
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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 26th day of January, 1994.
FRUIT OF THE LOOM, INC.
By PAUL M. O'HARA
--------------------------------
Paul M. O'Hara,
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Kenneth Greenbaum, Paul M. O'Hara 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 January 26, 1994.
SIGNATURE TITLE
--------- -----
Chairman of the Board and Chief
Executive Officer (Principal
WILLIAM FARLEY Executive Officer) and Director
----------------------------------------
William Farley
Executive Vice President and
Chief Financial Officer
PAUL M. O'HARA (Principal Financial Officer)
----------------------------------------
Paul M. O'Hara
Vice President and Controller
MICHAEL F. BOGACKI (Principal Accounting Officer)
----------------------------------------
Michael F. Bogacki
OMAR Z. AL ASKARI Director
----------------------------------------
Omar Z. Al Askari
DENNIS S. BOOKSHESTER Director
----------------------------------------
Dennis S. Bookshester
JOHN B. HOLLAND Director
----------------------------------------
John B. Holland
LEE W. JENNINGS Director
----------------------------------------
Lee W. Jennings
HENRY A. JOHNSON Director
----------------------------------------
Henry A. Johnson
RICHARD C. LAPPIN Director
----------------------------------------
Richard C. Lappin
A. LORNE WEIL Director
A. Lorne Weil
SIR BRIAN G. WOLFSON Director
----------------------------------------
Sir Brian G. Wolfson
II-4
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this
"Amendment") is made and entered into this 26th day of January,
1994 by and between William Farley ("Farley"), and Fruit of the
Loom, Inc., a Delaware corporation (the "Company"). On June 18,
1993, 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 1 of the Original Agreement is deleted and
replaced with the following:
1. Background. Farley owns an aggregate of
----------
1,800,000 shares of Class B Common Stock, $.01 par
value, or Class A 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 of Class B Common Stock are
beneficially owned by a person other than Farley
or any entity controlled by Farley, such shares of
Class B Common Stock 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 provide
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 and any shares of Class A Common
Stock so pledged (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.
2. The Section 3.1(a) of the Original Agreement is deleted
and replaced with the following:
(a) Shelf Registration. The Company has filed
------------------
with the Commission one shelf registration
statement under Rule 415 of the Securities Act
(Commission File Number 33-63750) 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
<PAGE>
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
until January 25, 1999 or such earlier date as all
of the Registrable Securities: (i) are not
subject to any pledge, (ii) have been distributed
to the public pursuant to an offering registered
under the Securities Act; or (iii) have been
transferred in a manner in which the certificates
evidencing such Registrable Securities no longer
bear a restrictive legend and no other restriction
on transfer exists under applicable securities
laws (the "Registration Period").
3. Section 3.1(b) of the Original Agreement is deleted and
replaced with the following:
(a) Registration Statement Form. Registration of the
---------------------------
Registrable Securities under this Section 3.1 has
or will be made on Form S-3.
4. Schedule A of the original Agreement is deleted and
replaced with the following:
Schedule A
Number of
Pledgee Shares
National Westminister
Bank USA
175 Water Street
New York, New York 408,600
10038
Attn: Veronica Golio
The Bank of New York
One Wall Street
16th Floor
New York, New York 1,391,400
10286
Attn: Mark Slane
5. All of the other provisions of the Original Agreement
shall remain in full force and effect.
<PAGE>
(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:
_______________________________
3
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 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
January 21, 1994
