As filed with the Securities and Exchange Commission on May 23,
1995
Registration No. 33-
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5000 Sears Tower, 233 South Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices including zip code)
FRUIT OF THE LOOM, INC.
EXECUTIVE INCENTIVE COMPENSATION PLAN
(Full title of the plan)
Howard S. Lanznar, General Counsel
Fruit of the Loom, Inc.
5000 Sears Tower, 233 South Wacker Drive, Chicago, Illinois 60606,
(312) 876-1724
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
With copies to:
Herbert S. Wander, P.C.
Katten Muchin & Zavis
525 West Monroe, Suite 1600, Chicago, Illinois 60661-3693,
(312) 902-5200
Approximate commencement date of the 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 a dividend or interest reinvestment
plan, 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 plans,
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(1): 900,000 shares
Proposed Maximum Offering Price Per Share: See Footnote 2 below
Proposed Maximum Aggregate Offering Price(2): $26,323,525
Amount of Registration Fee: $9,077.14
(1) Includes an indeterminate number of shares of Common Stock that
may be issuable by reason of stock splits, stock dividends or
similar transactions in accordance with Rule 416 under the
Securities Act of 1933.
(2) The amounts are based upon the exercise of options for 554,800
Shares at the price of $30.88 per Share, the exercise of options
for 25,000 Shares at $30.13, the exercise of options for 35,000
Shares at $28.88, the exercise of options for 300 Shares at the
price of $28.00 per Share, the exercise of options for 17,500
Shares at the price of $27.00 per Share, the exercise of options
for 1,200 Shares at the price $26.00 per Share, the exercise of
options for 10,000 Shares at the price of $25.75 per Share, the
exercise of options for 15,000 Shares at the price of $24.88 per
Share, the exercise of options for 10,000 Shares at the price of
$24.75 per Share and the average of the high and low sale prices
reported on the New York Stock Exchange on May 18, 1995 with
respect to the exercise of options for 43,600 Shares and 187,600
performance shares and are used solely for the purpose of
calculating the registration fee pursuant to Rule 457(h)(1) under
the Securities Act of 1933.
===============================================================
EXPLANATORY NOTE
PART I
INFORMATION REQUIRED IN PROSPECTUS
The information called for in Part I of Form S-8 is not being filed
with or included in this Form S-8 (by incorporation by reference or
otherwise) in accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission"). A second
prospectus (the "Reoffer Prospectus") is to be used for reoffers
and resales of the Company's Class A Common Stock acquired pursuant
to the exercise of options by affiliates of the Company and has
been prepared in accordance with the requirements of Form S-3, as
required by the conditions specified in General Instruction C to
Form S-8.
FRUIT OF THE LOOM, INC.
366,000 SHARES OF CLASS A COMMON STOCK
5000 Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
(312) 876-1724
This Prospectus relates to up to 366,000 shares of Class A Common
Stock ("Class A Common Stock" or the "Shares") of Fruit of the
Loom, Inc. (the "Company"), which may be offered by the Selling
Security Holders (as hereinafter defined) listed herein under the
caption "Selling Security Holders." 251,000 of the Shares may be
acquired upon the exercise of stock options granted to the Selling
Security Holders and 115,000 of these Shares could be acquired upon
achievement of certain performance goals. 226,000 of these
options, which are scheduled to expire on May 17, 2004 and 25,000
which are scheduled to expire on May 24, 2004, become exercisable
with respect to 226,000 Shares on varying dates through May 17,
2004 and with respect to 25,000 Shares on varying dates through May
24, 2004, all as described under the caption "Selling Security
Holders."
The 366,000 Shares covered by this Prospectus may be offered by the
Selling Security Holders from time to time in transactions on the
New York Stock Exchange ("NYSE"), at prices and terms then
obtainable, through negotiated transactions at negotiated prices,
or through underwriters, broker-dealers or otherwise, however,
there is no commitment to sell any of these Shares. The amount of
Shares offered will be determined from time to time by the Selling
Security Holders in their sole discretion. The Company will not
receive any part of the proceeds of any sales. Any brokers'
commissions, discounts, or other underwriters' compensation will be
paid by the Selling Security Holders.
The Selling Security Holders, and the broker-dealers through whom
sales may be made, may, the Company not so conceding, be deemed to
be underwriters under the Securities Act of 1933 (the "Securities
Act"), and any commissions paid or any discounts or concessions
allowed to such broker-dealers may be underwriting discounts and
commissions under the Securities Act.
The Company's Class A Common Stock is traded on the NYSE. On May
22, 1995, the closing price of the Class A Common Stock on the NYSE
was $27.25 per Share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
THE 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 May 23, 1995
TABLE OF CONTENTS
Page
Available Information....................................2
Selling Security Holders.................................3
Plan of Distribution.....................................5
Description of Common Stock..............................5
Incorporation of Certain Documents by Reference..........7
Legal Matters............................................7
No person has been authorized to give any information or to make
any representation, other than those 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. Neither
the delivery of this Prospectus nor any sale made through its use
shall imply that there has been no change in the affairs of the
Company since the date hereof.
AVAILABLE INFORMATION
The Company is subject to certain of the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports and other information can be inspected
and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and are also available for inspection and
copying at the following regional offices at the Commission: 7
World Trade Center, Suite 1300, New York, New York 10048; and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can also be obtained
at prescribed rates by mail addressed to the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. Reports and other information
concerning the Company can also be inspected.
The Company has filed a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act with the
Commission with respect to the securities offered hereby. As
permitted by the rules and regulations of the Commission, this
Prospectus omits certain information contained in the Registration
Statement. The Registration Statement, including the exhibits and
schedules thereto, may be inspected and copied in the manner and at
the sources described above.
SELLING SECURITY HOLDERS
Each of the Selling Security Holders (each, a "Selling Security
Holder") identified below are the holders of non-qualified stock
options and performance shares granted by the Company, and this
Prospectus covers the possible resale of the Shares issued or
issuable upon the exercise of these options or awards.
William Farley
William Farley, Chairman of the Board, Chief Executive Officer and
a director of the Company, was granted non-qualified stock options
on May 17, 1994 to acquire a total of 100,000 Shares at $30.88 per
Share, the market value of the Class A Common Stock on the date of
the grant. As of the date hereof, options to acquire one-third of
these Shares are immediately exercisable. These non-qualified
stock options vest with respect to an additional one-third of these
Shares on each of May 17, 1996 and 1997. If the target total
stockholder return for the period from January 1, 1994 to December
31, 1995 is achieved, Mr. Farley will earn 25,000 performance
shares. If the target is exceeded, Mr. Farley could earn as many
as 25,000 additional performance shares. All of these Shares are
covered by this Prospectus. On May 1, 1995 Mr. Farley directly and
indirectly beneficially owned 318,000 Shares and 6,690,976 shares
of the Company's Class B Common Stock, $.01 par value (the "Class
B Common Stock").
John B. Holland
John B. Holland, President, Chief Operating Officer and a director
of the Company, was granted non-qualified stock options on May 17,
1994 to acquire a total of 35,000 Shares at $30.88 per Share, the
market value of the Class A Common Stock on the date of the grant.
As of the date hereof, options to acquire one-third of these Shares
are immediately exercisable. These non-qualified stock options
vest with respect to an additional one-third of these Shares
on each of May 17, 1996 and 1997. If the
target total stockholder return for the period from January 1,
1994 to December 31, 1995 is achieved, Mr. Holland will earn
10,000 performance shares. If the target is exceeded, Mr.
Holland could earn as many as 7,500 additional performance shares.
All of these Shares are covered by this Prospectus. On May 1,
1995, Mr. Holland beneficially owned 9,800 Shares.
Richard C. Lappin
Richard C. Lappin, Vice Chairman and a director of the Company, was
granted non-qualified stock options on May 17, 1994 to acquire a
total of 35,000 Shares at $30.88 per Share, the market value of the
Class A Common Stock on the date of the grant. As of the date
hereof, options to acquire one-third of these Shares are
immediately exercisable. These non-qualified stock options vest
with respect to an additional one-third of these Shares
on each of May 17, 1996 and 1997. If the target total
stockholder return for the period from January 1, 1994 to December
31, 1995 is achieved, Mr. Lappin will earn 10,000 performance
shares. If the target is exceeded, Mr. Lappin could earn as many
as 7,500 additional performance shares. All of these Shares are
covered by this Prospectus. On May 1, 1995, Mr. Lappin
beneficially owned 31,700 Shares.
Richard M. Cion
Richard M. Cion, Senior Executive Vice President, Corporate
Development of the Company, was granted non-qualified stock options
on May 17, 1994 to acquire a total of 20,000 Shares at $30.88 per
Share, the market value of the Class A Common Stock on the date of
the grant. As of the date hereof, options to acquire one-third of
these Shares are immediately exercisable. These non-qualified
stock options vest with respect to an additional one-third of these
Shares on each of May 17, 1996 and 1997.
If the target total stockholder return for the period from January
1, 1994 to December 31, 1995 is achieved, Mr. Cion will earn 2,500
performance shares. If the target is exceeded, Mr. Cion could earn
as many as 1,500 additional performance shares. All of these
Shares are covered by this Prospectus. On May 1, 1995, Mr. Cion
beneficially owned 1,000 Shares.
Larry K. Switzer
Larry K. Switzer, Executive Vice President and Chief Financial
Officer of the Company, was granted non-qualified stock options on
May 24, 1994 to acquire a total of 25,000 Shares at $30.13 per
Share, the market value of the Class A Common Stock on the date of
the grant. As of the date hereof, no options to acquire these
Shares are immediately exercisable. These non-qualified stock
options vest with respect to one-third of the underlying shares of
Class A Common Stock on May 24, 1995, 1996 and 1997. If the target
total stockholder return for the period from January 1, 1994 to
December 31, 1995 is achieved, Mr. Switzer will earn 7,000
performance shares. If the target is exceeded, Mr. Switzer could
earn as many as 7,000 additional performance shares. All of these
Shares are covered by this Prospectus. On May 1, 1995, Mr. Switzer
beneficially owned no Shares.
Michael F. Bogacki
Michael F. Bogacki, Vice President and Controller of the Company,
was granted non-qualified stock options on May 17, 1994 to acquire
a total of 12,000 Shares at $30.88 per Share, the market value of
the Class A Common Stock on the date of the grant. As of the date
hereof, options to acquire one-third of these Shares are
immediately exercisable. These non-qualified stock options vest
with respect to an additional one-third of these Shares
on each of May 17, 1996 and 1997. If the target total
stockholder return for the period from January 1, 1994 to December
31, 1995 is achieved, Mr. Bogacki will earn 2,500 performance
shares. If the target is exceeded, Mr. Bogacki could earn as many
as 1,500 additional performance shares. All of these Shares are
covered by this Prospectus. On May 1, 1995, Mr. Bogacki
beneficially owned 23,000 Shares.
Earl C. Shanks
Earl C. Shanks, Vice President and Treasurer of the Company, was
granted non-qualified stock options on May 17, 1994 to acquire a
total of 12,000 Shares at $30.88 per Share, the market value of the
Class A Common Stock on the date of the grant. As of the date
hereof, options to acquire one-third of these Shares are
immediately exercisable. These non-qualified stock options vest
with respect to an additional one-third of these Shares
on each of May 17, 1996 and 1997. If the target total
stockholder return for the period from January 1, 1994 to December
31, 1995 is achieved, Mr. Shanks will earn 2,500 performance
shares. If the target is exceeded, Mr. Shanks could earn as many
as 1,500 additional performance shares. All of these Shares are
covered by this Prospectus. On May 1, 1995, Mr. Shanks
beneficially owned 41,778 Shares.
Burgess Ridge
Burgess Ridge, Vice President - Administration of the Company, was
granted non-qualified stock options on May 17, 1994 to acquire a
total of 12,000 Shares at $30.88 per Share, the market value of the
Class A Common Stock on the date of the grant. As of the date
hereof, options to acquire one-third of these Shares are
immediately exercisable. These non-qualified stock options vest
with respect to an additional one-third of these Shares
on each of May 17, 1996 and 1997. If the target total
stockholder return for the period from January 1, 1994 to December
31, 1995 is achieved, Mr. Ridge will earn 2,500 performance shares.
If the target is exceeded, Mr. Ridge could earn as many as 1,500
additional performance shares. All of these Shares are covered by
this Prospectus. On May 1, 1995, Mr. Ridge beneficially owned no
Shares.
Upon termination of a participant's employment due to death,
disability or retirement, all options outstanding shall immediately
vest and shall be exercisable for the shorter of their remaining
term or one year after termination of employment in the case of
death or disability, and three years after termination of
employment in the case of retirement. If a participant's
employment has terminated due to disability or retirement and such
participant dies during the exercise period after termination, then
the remaining exercise period under options outstanding shall be
the longer of one year after death or the remaining portion of the
exercise period triggered by the employment termination. Upon
termination of employment of a participant other than for any
reason set forth above, all options held by the participant which
are not vested as of the effective date of termination shall be
forfeited, and in the case of termination at the request of the
Company without cause or voluntary termination by the participant
(other than due to retirement), the participant may exercise any
vested options for a period of 30 days following the termination of
employment. However, the Compensation Committee of the Company's
Board of Directors, in its sole discretion, may immediately vest
all or any portion of the options of a participant not vested as
of such date.
PLAN OF DISTRIBUTION
The Company will receive no proceeds from this offering. The
securities offered hereby may be sold by a Selling Security Holder
acting as a principal for his own account through market
transactions on the NYSE, in one or more negotiated transactions at
negotiated prices, or otherwise. The sale of securities may be
offered to or through underwriters, brokers or dealers, and such
underwriters, brokers or dealers may receive compensation in the
form of underwriting discounts, commissions or concessions from a
Selling Security Holder and/or the purchasers of the securities for
whom they act as agent. A Selling Security Holder and any
underwriters, brokers or dealers that participate in the
distribution of the securities may, the Company not so conceding,
be deemed to be underwriters and any compensation received by them
and any provided pursuant to the sale of the securities by them
might be deemed to be underwriting discounts and commissions under
the Securities Act. In order to comply with certain states'
securities laws, if applicable, the securities will be sold in such
jurisdictions only through registered or licensed brokers or
dealers. In addition, in certain states the securities may not be
sold unless the securities have been registered or qualify for sale
in such state or an exemption from registration or qualification is
available and is complied with.
DESCRIPTION OF COMMON 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 Company's Class A Common Stock is
registered under the Exchange Act. The following is a summary of
the provisions of the Company's Restated Certificate of
Incorporation 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 69,170,456 were
outstanding as of May 1, 1995 and (ii) 30 million shares of Class
B Common Stock, of which 6,690,976 were outstanding as of May 1,
1995. 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 holders of 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 shall 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 of the
Company 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 resolution of the Company's Board
of Directors from time to time without any action of the
stockholders. Such resolution 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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended
December 31, 1994 and the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1995 are hereby incorporated by
reference in this Prospectus. All documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this Prospectus and prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
remaining unsold, 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 in the document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein
modifies or supersedes such 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.
Copies of all documents incorporated herein by reference other than
exhibits to such documents (unless such exhibits are specifically
incorporated by reference herein) will be provided without charge
to each person who receives a copy of this Prospectus upon written
or oral request to the Company's principal executive offices at:
Fruit of the Loom, Inc., 233 South Wacker Drive, 5000 Sears Tower,
Chicago, Illinois 60606, Attention: Secretary (telephone: (312)
876-1724).
LEGAL MATTERS
Certain legal matters with respect to the Class A Common Stock
offered hereby have been passed upon for the Company by Katten
Muchin & Zavis, a partnership including professional corporations,
Chicago, Illinois.
* * *
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference. The Company's
Annual Report on Form 10-K for the year ended December 31, 1994 and
the Company's Quarterly Report on From 10-Q for the quarter ended
March 31, 1995, which were previously filed by the Company with the
Commission pursuant to the Exchange Act are hereby incorporated in
this Registration Statement by reference and shall be deemed to be
a part hereof.
In addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be
a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent that a statement contained therein or in any subsequently
filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this
Registration Statement.
The Company hereby undertakes to provide without charge to each
person who has received a copy of the prospectus to which this
Registration Statement relates, upon the written or oral request of
any such person, a copy of any or all the documents that have been
or may be incorporated by reference into this Registration
Statement, other than exhibits to such documents (unless such
exhibits are incorporated therein by reference).
Item 4. Description of Securities. Not Applicable.
Item 5. Interests of Named Experts and Counsel. None.
Item 6. 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 of the Company. 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, provided 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.
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 or officers.
Articles XII and XIII of the Company's Restated Certificate of
Incorporation 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 officers and directors 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 prior to or at the New
Board Date.
Item 7. Exemption from Registration Claimed. Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
_______ ___________
4.1* Restated Certificate of Incorporation of the Company
and Certificate of Amendment of the Restated Certificate
of Incorporation of the Company (filed as Exhibit 3 to
the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993 (the "Form 10-Q")).
4.2* By-laws of the Company (filed as Exhibit 4(b) to
Amendment No. 2 to the Company's Registration Statement
on Form S-2, File No. 33-8303, dated February 13, 1987
(the "Form S-2")).
4.3* Fruit of the Loom, Inc. Executive Incentive Compensation
Plan (filed as Exhibit A to the Company's Proxy
Statement for its Annual Meeting on May 17, 1994 (the
"Proxy Statement")).
5 Opinion of Katten Muchin & Zavis as to the legality of
securities offered under the Fruit of the Loom, Inc.
Executive Incentive Compensation Plan.
24.1 Consent of Independent Auditors, Ernst & Young LLP.
24.2 Consent of Counsel (contained in the Opinion of Katten
Muchin & Zavis in Exhibit 5 hereto).
25 Power of Attorney (included on signature page of
this Registration Statement).
_________________
* Incorporated herein by reference.
Item 9. Undertakings.
1. The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually, or in
the aggregate, represent a fundamental change in the information
set forth in the Registration Statement;
(iii) 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;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply
if the information required to be included in post-effective
amendment by those paragraphs is contained in a periodic report
filed by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(c) 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.
2. The Company hereby undertakes that, for the 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors and officers of the
Company and subsidiary companies pursuant to the foregoing
provisions, or otherwise, the Company has been informed that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company 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 Securities Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act the registrant
certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 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 this 23rd day of May, 1995.
FRUIT OF THE LOOM, INC.
By: /s/ MICHAEL F. BOGACKI
_________________________________
Michael F. Bogacki
Vice President and Controller
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Larry K. Switzer, Michael F. Bogacki and Howard S.
Lanznar, 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-8 and to file the same, with all exhibits thereto and any
other documents in connection therewith, with the Commission under
the Securities Act, granting unto 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, this
Registration Statement has been signed below by the following
persons in the capacities indicated on May 23, 1995.
SIGNATURE TITLE
________________ _______________________________________
/s/ WILLIAM FARLEY Chairman of the Board, Chief Executive
______________________ Officer and Director
William Farley
/s/ LARRY K. SWITZER Executive Vice President and Chief
______________________ Financial Officer (Principal Financial
Larry K. Switzer Officer)
/s/ MICHAEL F. BOGACKI Vice President and Controller
______________________ (Principal Accounting Officer)
Michael F. Bogacki
/s/ JOHN B. HOLLAND Director
______________________
John B. Holland
/s/ DENNIS S. BOOKSHESTER Director
______________________
Dennis S. Bookshester
/s/ LEE W. JENNINGS Director
______________________
Lee W. Jennings
/s/ HENRY A. JOHNSON Director
______________________
Henry A. Johnson
/s/ RICHARD C. LAPPIN Director
______________________
Richard C. Lappin
/s/ A. LORNE WEIL Director
______________________
A. Lorne Weil
/s/ SIR BRIAN G. WOLFSON Director
______________________
Sir Brian G. Wolfson
/s/ OMAR Z. AL ASKARI Director
______________________
Omar Z. Al Askari
EXHIBIT INDEX
Exhibit
Number Description Page No.
_______ _____________________________________ _________
4.1* Restated Certificate of Incorporation,
as amended, of the Company (filed as
Exhibit 3 to the Form 10-Q).
4.2* By-laws of the Company (filed as
Exhibit 4(b) to the Form S-2).
4.3* Fruit of the Loom, Inc. Executive
Incentive Compensation Plan (filed as
Exhibit A to the Proxy Statement).
5 Opinion of Katten Muchin & Zavis as to
the legality of securities offered under
the Fruit of the Loom, Inc. Executive
Incentive Compensation Plan.
24.1 Consent of Independent Auditors, Ernst &
Young LLP.
24.2 Consent of Counsel (contained in the
Opinion of Katten Muchin & Zavis in
Exhibit 5 hereto).
25 Power of Attorney (included on signature
page of this Registration Statement).
______________________
* Incorporated herein by reference.
EXHIBIT 5
Katten Muchin & Zavis
525 West Monroe Street
Suite 1600
Chicago, Illinois 60661-3693
May 18, 1995
Fruit of the Loom, Inc.
5000 Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
Ladies and Gentlemen:
We have acted as counsel for Fruit of the Loom, Inc., a Delaware
corporation (the "Company"), in connection with the preparation
and filing of a Registration Statement on Form S-8 (the
"Registration Statement") for the registration for sale under the
Securities Act of 1933, as amended, of 900,000 shares of the
Company's Class A Common Stock, $.01 par value (the "Class A
Common Stock"), which may be issued pursuant to the Fruit of the
Loom, Inc. 1994 Executive Incentive Compensation Plan (the
"Plan"). In connection with this opinion, we have examined and
relied upon originals or copies, certified or otherwise identified
to our satisfaction, the following:
1. The Registration Statement;
2. The Restated Certificate of Incorporation, as amended, of the
Company;
3. The By-Laws of the Company;
4. Resolutions duly adopted by the Board of Directors of the
Company relating to the adoption of the Plan;
5. The Plan;
6. Certificates of public officials, certificates of officers,
representatives and agents of the Company, and we have assumed
that all of the representations contained therein are accurate and
complete; and
7. Such other instruments, documents, statements and records of the
Company and others as we have deemed relevant and necessary to
examine and rely upon for the purpose of this opinion.
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 the foregoing, we are of the opinion that the 900,000
shares of Class A Common Stock issuable under the Plan, when issued
and delivered by the Company in accordance with the terms of the
Plan, will be validly issued, fully paid and nonassessable
securities of the Company.
We hereby consent to the use of this opinion for filing as Exhibit
5 to the Registration Statement.
Very truly yours,
KATTEN MUCHIN & ZAVIS
EXHIBIT 24.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33- ) pertaining to the
Fruit of the Loom, Inc. Executive Incentive Compensation Plan
and in the related Prospectus of our report dated February 14, 1995
with respect to the consolidated financial statements and schedules
of Fruit of the Loom, Inc. included in the Annual Report (Form 10-
K) for the year ended December 31, 1994, filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
Chicago, Illinois
May 18, 1995
