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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 11, 1998
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FRUIT OF THE LOOM, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
1-8941 36-3361804
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(Commission File Number) (I.R.S. Employer Identification No.)
5000 SEARS TOWER, 233 SOUTH WACKER DRIVE,
CHICAGO, ILLINOIS 60606
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(Address of Principal Executive Offices) (Zip Code)
(312) 876-1724
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
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The information set forth in the press release issued by Fruit of
the Loom, Inc., attached hereto as Exhibit 99.1, is incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
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(c) Exhibits
99.1 Press release of Fruit of the Loom, Inc. dated February 11,
1998.
NYFS03...:\16\46916\0003\2001\FRM1228R.530
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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
Date: February 11, 1998
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EXHIBIT INDEX
Item No.
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99.1 Press release of Fruit of the Loom, Inc. dated
February 11, 1998.
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FRUIT OF THE LOOM, INC.
5000 Sears Tower
Chicago, Illinois 60606 312/876-1724
News Release FOR IMMEDIATE RELEASE
Contact: Mark A. Steinkrauss
Vice President, Corporate Relations
Fruit of the Loom, Inc.
Tel: 312/993-1889/Fax: 312/993/1773
E-mail: [email protected]
Home Page: www.fruit.com
FRUIT OF THE LOOM BOARD APPROVES CHANGE IN CORPORATE STRUCTURE
Chicago, IL, February 11, 1998 -- Fruit of the Loom, Inc. (NYSE-FTL), one of the
world's leading marketers and manufacturers of basic family apparel, announced
today that it has filed a registration statement and preliminary proxy material
with the Securities and Exchange Commission regarding a reorganization of the
company. The company's Board of Directors, including a special committee of
independent directors, approved a proposed reorganization pursuant to which a
Cayman Islands company, Fruit of the Loom, Ltd., will become the parent holding
company of Fruit of the Loom, Inc.
The Board of Directors believes that the use of a Cayman Islands holding company
for Fruit of the Loom, Inc. and its subsidiaries will allow the company to
organize its worldwide business activities to avail itself of certain business,
tax and financing advantages that are not available in the United States. Unlike
the United States, which imposes corporate income tax on the worldwide income of
United States corporations, the Cayman Islands generally imposes no corporate
income taxes on foreign income.
Upon completion of the transaction, holders of Fruit of the Loom, Inc. Class A
common stock will become holders of Fruit of the Loom, Ltd. Class A ordinary
shares. The Class A ordinary shares will have substantially the same attributes
as Fruit of the Loom, Inc. Class A common stock and are expected to be listed on
the New York Stock Exchange. William Farley, Chairman, Chief Executive Officer,
and acting President and Chief Operating Officer and his affiliates will own
Fruit of the Loom, Ltd. Class B shares which will have voting rights equal to
the voting rights currently held by them as owners of Fruit of the Loom, Inc.
Class B common stock as well as preferred stock of Fruit of the Loom, Inc.
A special meeting of the stockholders of Fruit of the Loom, Inc. will be held to
vote on the proposed transaction. Notice of the special meeting, along with a
proxy statement/prospectus describing in more detail the reorganization and
related matters, will be mailed to stockholders at a later date. A registration
statement relating to the Class A ordinary shares (a copy of which may be
obtained from the company Attn: Vice President, Corporate Relations) has been
filed with the Securities and Exchange Commission but has not yet become
effective. These shares may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective. This release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these shares in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such state.
Except for historical information contained herein, information set forth in
this news release may contain forward looking statements that involve certain
risks and uncertainties that could cause actual results to differ
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materially from those in the forward looking statements. Potential risks and
uncertainties include such factors as the financial strength of the retail
industry, particularly in the mass merchant channel, the level of consumer
spending for apparel, the amount of sales of the company's activewear
screenprint products, the competitive pricing environment within the basic
apparel segment of the apparel industry, the ability of the company to
successfully conclude the movement of labor-intensive segments of the
manufacturing process offshore and the success of new product introductions and
planned advertising, marketing and promotional campaigns. Investors are also
directed to consider other risks and uncertainties discussed in documents filed
by the company with the Securities and Exchange Commission.
Fruit of the Loom, Inc. is a marketing oriented, international basic apparel
company, emphasizing branded products for consumers ranging from infants to
senior citizens. The company manufactures and markets men's and boys' underwear,
women's and girls' underwear, printable activewear, outerwear, casualwear,
sportswear and childrenswear. Fruit of the Loom employs 30,000 people in over 60
locations worldwide. Brand names include FRUIT OF THE LOOM(R), BVD(R),
GITANO(R), BEST(TM), CUMBERLAND BAY(TM) and SCREEN STARS(R). Licensed brands
include MUNSINGWEAR(R), and WILSON(R). Licensed apparel bearing the logos or
insignia of the major sports leagues and their teams and certain popular players
in the leagues, and the logos of most major colleges and universities, are
marketed under the PRO PLAYER(R) and FANS GEAR(R) brands.
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