<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 1-8941
------
(Check One)
/X/ Form 10-K and Form 10-KSB / / Form 11-K
/ / Form 20-F / / Form 10-Q and Form 10-QSB / / Form N-SAR
For Period ended: January 1, 2000
--------------------------------------------------------------
/ / Transition Report on Form 10-K / / Transition Report on Form 10-Q
and Form 10-KSB and Form 10-QSB
/ / Transition Report on Form 20-F / / Transition Report on Form N-SAR
/ / Transition Report on Form 11-K
For the Transition Period ended
----------------------------------------------
Read Attached Instruction Sheet Before Preparing Form. Please Print or
Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
-----------------------
- -------------------------------------------------------------------------------
PART I.
REGISTRANT INFORMATION
Full name of registrant Fruit of the Loom, Inc.
-------------------------------------------------------
Former name if applicable
-----------------------------------------------------
- -------------------------------------------------------------------------------
Address of principal executive office (Street and number)
----------------------
5000 Sears Tower, 233 South Wacker Drive
- -------------------------------------------------------------------------------
City, state and zip code Chicago, Illinois 60606
------------------------------------------------------
PART II.
RULE 12B-25 (B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day following the prescribed
/X/ due date; or the subject quarterly report or transition report on Form
10-Q,10-QSB, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III.
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed.)
The registrant filed for protection under Chapter 11 of Title 11 of the
United States Code (the "Case") on December 29, 1999 (the "Filing Date"). The
added burdens related to the Case, coupled with changes in personnel, have
resulted in a delay in the completion of the financial statements and related
notes. The registrant continues to operate its businesses and manage its
property as debtor-in-possession under sections 1107(a) and 1108 of the
Bankruptcy Code. In addition, as previously publicly announced, the registrant
is discontinuing certain of its businesses during the Case, and the registrant's
financial statements for the 1999 fiscal year will treat certain of those
businesses as discontinued operations. The financial statements for certain of
the registrant's prior fiscal years must also be reclassified to conform with
the 1999 presentation. Compliance with the requirements of this modified
presentation has also contributed to the delay in the completion of the
financial statements, related notes and other items in the 10-K.
Since the Filing Date, the accounting and financial staff, who are critical
to the preparation of the Form 10-K, have been required to devote substantial
amounts of time to the reorganization process and related issues, including
updating the registrant's strategic business plan and responding to numerous
requests for information from various constituencies in the reorganization
cases, including pre-petition secured lenders, post-petition secured lenders and
the Official Committee of Unsecured Creditors. In addition, the registrant's
financial and accounting staff have had the primary responsibility for preparing
the Schedules of Assets and Liabilities and Statement of Financial Affairs for
each of the 33 entities which is a debtor in the Case. Accordingly, for these
reasons, the registrant is unable to provide the information required by the
Form 10-K in the prescribed time without unreasonable effort or expense.
<PAGE> 2
PART IV.
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
John J. Ray III 312 899-1325
- -------------------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
/X/ Yes / / No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
/X/ Yes / / No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The registrant expects that the results of its operations for fiscal year
1999 to be included in the subject report will exhibit a material decline from
fiscal year 1998. The registrant expects to report a significant operating loss
in 1999 compared to operating earnings in 1998. In addition to the decrease in
gross earnings, the unfavorable impact on operating earnings resulted from
increases in selling, general and administrative expenses. The registrant
expects to report that gross earnings declined $512,000,000 or 94.2% in 1999
compared to 1998. The registrant expects to report an operating loss in 1999 of
$388,500,000 compared to operating earnings of $207,100,000 in 1998. The
registrant expects to report an increase of $83,600,000 in selling, general and
administrative expenses in 1999 compared to 1998.
Fruit of the Loom, Inc.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 31, 2000 By /s/ G. William Newton
-------------------- ----------------------------------------------------
G. William Newton
Vice President--Finance and Marketing
Chief Financial Officer
Instruction. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall be
filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute federal criminal
violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
