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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
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AMENDMENT NO. 2
[X] AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-8941
FRUIT OF THE LOOM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 36-3361804
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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5000 SEARS TOWER,
233 SOUTH WACKER DRIVE,
CHICAGO, ILLINOIS 60606
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (312) 876-1724
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Class A Common Stock, $.01 par value New York Stock Exchange
7% Debentures Due 2011 American Stock Exchange
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy statements incorporated
by reference in Part III of this Form 10-K/A or any amendment to this Form
10-K/A. [X]
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No _____
As of February 28, 1998, there were outstanding 66,100,394 shares of the
Registrant's Class A Common Stock, par value $.01 per share, and 5,684,276
shares of the Registrant's Class B Common Stock, par value $.01 per share. The
aggregate market value of the Registrant's Class A Common Stock held by
nonaffiliates at February 28, 1998 was approximately $2,121,900,000.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Chicago, State of Illinois, on August 10, 1998.
FRUIT OF THE LOOM, INC.
By: /s/ LARRY K. SWITZER
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(Larry K. Switzer
Senior Executive Vice President and
Chief Financial Officer)
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FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
INDEX TO EXHIBITS
(ITEM 14(A)(3) AND 14(C))
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DESCRIPTION
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3(a)* -- Restated Certificate of Incorporation of the Company and
Certificate of Amendment of the Restated Certificate of
Incorporation of the Company (incorporated herein by
reference to Exhibit 3 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1993).
3(b)* -- By-Laws of the Company (incorporated herein by reference to
Exhibit 4(b) to the Company's Registration Statement on Form
S-2, Reg. No. 33-8303 (the "S-2")).
4(a)* -- $900,000,000 Credit Agreement dated as of September 19,
1997, among the several banks and other financial
institutions from time to time parties thereto (the
"Lenders"), NationsBank, N.A., as administrative agent for
the Lenders thereunder, Chase Manhattan Bank, Bankers Trust
Company, The Bank of New York and the Bank of Nova Scotia,
as co-agents (incorporated herein by reference to Exhibit
4(a) to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997).
4(b)* -- Rights Agreement, dated as of March 8, 1996 between Fruit
the Loom, Inc. and Chemical Mellon Shareholder Services,
L.L.C., Rights Agent (incorporated herein by reference to
Exhibit 4(c) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995).
10(a)* -- Fruit of the Loom 1989 Stock Grant Plan dated January 1,
1989 (incorporated herein by reference to Exhibit 10(b) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1988).
10(b)* -- Fruit of the Loom 1987 Stock Option Plan (incorporated
herein by reference to Exhibit 10(b) to the S-2).
10(c)* -- Fruit of the Loom Stock Option Agreement for Richard C.
Lappin (incorporated herein by reference to Exhibit 10(d) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1991).
10(d)* -- Fruit of the Loom 1992 Executive Stock Option Plan
(incorporated herein by reference to the Company's
Registration Statement on Form S-8, Reg. No. 33-57472).
10(e)* -- Fruit of the Loom, Inc. Directors' Stock Option Plan
(incorporated herein by reference to the Company's
Registration Statement on Form S-8, Reg. No. 33-50499).
10(f)* -- Fruit of the Loom, Inc. 1995 Non-Employee Directors' Stock
Plan (incorporated by reference to Exhibit B to the
Company's Proxy Statement for its annual meeting on May 16,
1995 (the "1995 Proxy Statement").
10(g)* -- Fruit of the Loom, Inc. 1995 Executive Incentive
Compensation Plan (incorporated herein by reference to
Exhibit A to the 1995 Proxy Statement).
10(h)* -- Fruit of the Loom, Inc. Executive Incentive Compensation
Plan (incorporated herein by reference to Exhibit A to the
Company's Proxy Statement for its annual meeting on May 17,
1994).
10(i)* -- Guarantee of Payment dated as of June 27, 1994 by Fruit of
the Loom, Inc. and NationsBank of Florida N.A. (incorporated
herein by reference to Exhibit 10(a) to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1994 (the "10-Q")).
10(j)* -- Guarantee of Corporation dated as of January 15, 1996 by
Fruit of the Loom, Inc. and NationsBank N.A. (South),
formerly known as NationsBank of Georgia, N.A. (incorporated
herein by reference to Exhibit 10(j) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995).
10(k)* -- Stock Pledge Agreement dated as of June 27, 1994 between
William F. Farley and Fruit of the Loom, Inc. (incorporated
herein by reference to Exhibit 10(b) to the 10-Q).
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See footnote on following page.
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FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
INDEX TO EXHIBITS -- (CONCLUDED)
(ITEM 14(A)(3) AND 14(C))
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DESCRIPTION
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10(l)* -- Asset Purchase and Transitional Services Agreement between
Farley Industries, Inc. and Fruit of the Loom, Inc.
(incorporated herein by reference to Exhibit 10(l) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
10(m)* -- Employment Agreement between Fruit of the Loom, Inc. and
William Farley (incorporated herein by reference to Exhibit
10(j) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994 (the "1994 10-K")).
10(n)* -- Employment Agreement between Farley Industries, Inc., Fruit
of the Loom, Inc. and Richard C. Lappin (incorporated herein
by reference to Exhibit 10(l) to the Company's 1994 Form
10-K).
10(o)* -- Employment Agreement between Farley Industries, Inc., Fruit
of the Loom, Inc. and Larry K. Switzer (incorporated herein
by reference to Exhibit 10(o) to the Company's 1994 10-K).
10(p)* -- Employment Agreement between Farley Industries, Inc., Fruit
of the Loom, Inc. and Burgess D. Ridge (incorporated herein
by reference to Exhibit 10(p) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1997 (the "1997
10-K")).
10(q)* -- Credit Agreement among Acme Boot Company, Inc., as borrower,
Fruit of the Loom, Inc., Acme Boot Retail Co., Inc. and Acme
Footwear Company, Inc., as guarantors, the Lenders
identified herein and NationsBank, N.A., (Carolinas), as
agent, dated as of April 19, 1995 (incorporated herein by
reference to Exhibit 10(r) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995).
10(r)* -- Fruit of the Loom, Inc. 1996 Incentive Compensation Plan
(incorporated herein by reference to the Company's
Registration Statement on Form S-8, Reg. No. 333-09203).
10(s)* -- Purchase and Contribution Agreement dated as of December 18,
1996 among Union Underwear Company, Inc., Pro Player, Inc.
and Salem Sportswear, Inc., as the Originators and FTL
Receivables Company, as the Purchaser (incorporated herein
by reference to Exhibit 10(t) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1996).
10(t)* -- Receivables Purchase Agreement dated as of December 18, 1996
among FTL Receivables Company, as Seller, Union Underwear
Company, Inc., as initial Servicer, Barton Capital
Corporation, as Purchaser, and Societe Generale, as Agent
(incorporated herein by reference to Exhibit 10(u) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996).
18* -- Letter re change in accounting principle (incorporated
herein by reference to Exhibit 18 to the Company's 1997
10-K).
21* -- Subsidiaries of the Company (incorporated herein by
reference to Exhibit 21 to the Company's 1997 10-K).
23* -- Consent of Ernst & Young LLP (incorporated herein by
reference to Exhibit 23 to the Company's 1997 10-K).
27 -- Financial Data Schedule
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* Document is available at the Public Reference Section of the Securities and
Exchange Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 (Commission file #1-8941).
The Registrant has not listed or filed as Exhibits to this Annual Report
certain instruments with respect to long-term debt representing indebtedness of
the Company and its subsidiaries which do not individually exceed 10% of the
total assets of the Registrant and its subsidiaries on a consolidated basis.
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the Registrant agrees to
furnish such instruments to the Securities and Exchange Commission upon request.
81
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S ANNUAL REPORT ON FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 16,100
<SECURITIES> 0
<RECEIVABLES> 110,000
<ALLOWANCES> 11,900
<INVENTORY> 847,500
<CURRENT-ASSETS> 1,015,600
<PP&E> 1,232,200
<DEPRECIATION> 717,800
<TOTAL-ASSETS> 2,483,100
<CURRENT-LIABILITIES> 525,200
<BONDS> 1,192,800
0
0
<COMMON> 319,000
<OTHER-SE> 103,100
<TOTAL-LIABILITY-AND-EQUITY> 2,483,100
<SALES> 2,139,900
<TOTAL-REVENUES> 2,139,900
<CGS> 1,644,400
<TOTAL-COSTS> 1,644,400
<OTHER-EXPENSES> 79,300
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 84,700
<INCOME-PRETAX> (451,700)
<INCOME-TAX> (66,300)
<INCOME-CONTINUING> (385,400)
<DISCONTINUED> (102,200)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (487,600)
<EPS-PRIMARY> (6.55)
<EPS-DILUTED> (6.55)
</TABLE>
