ITEM 1. BUSINESS.
VF Corporation ("Corporation"), through its operating subsidiaries, has designed, manufactured and marketed apparel principally in five business groups: Jeanswear, Casual/Sportswear, Intimate Apparel, International and Other Apparel. Organized in 1899, the Corporation oversees the operations of its subsidiaries, providing them with financial and administrative resources. The management of each operating company is independent and is responsible for the growth and development of its business, within guidelines established by corporate management.
Information regarding the sales and profitability of each of the five business groups over the past year and working capital requirements is included in pages 9 to 20, 24, 25 and 27 of the Corporation's Annual Report to Shareholders for its fiscal year ended January 1, 1994 ("1993 Annual Report"), which information is incorporated herein by reference.
Jeanswear
The Lee and the Wrangler divisions operating in the United States are the principal components of the Jeanswear business group. Lee manufactures jeanswear and casual bottoms sold principally under its LEE(R) trademark. During 1993, Lee successfully introduced the RIDERS brand of jeans and casualwear. Wrangler manufactures jeanswear primarily under its WRANGLER(R) and RUSTLER(R) trademarks. Wrangler also offers a line of shirts to complement its jeanswear products. Lee and Wrangler offer a line of cotton casual pants and shirts under the LEE CASUALS(R) AND TIMBER CREEK BY WRANGLER(R) brands.
The Girbaud division is the third component of the Jeanswear business group. The Corporation, through its Girbaud division, uses the MARITHE & FRANCOIS GIRBAUD(R) label in the United States to market branded fashion jeans and casual apparel. The MARITHE & FRANCOIS GIRBAUD(R) label is currently under license arrangements through 1997, subject to a single 5 year renewal term. Substantially all Girbaud products are manufactured by independent contractors and are sold primarily to upscale department and specialty stores.
According to industry data, approximately 425 million pairs of jeans made of denim, twill, corduroy and other fabrics were sold in the United States in 1993. This same data indicates that the Corporation currently has the largest combined share of this market at approximately a 30% share, with the RUSTLER(R), LEE(R) and WRANGLER(R) brands having the second, third and fourth largest shares of the jeans market in the United States, respectively.
Raw materials, consisting mainly of fabrics made from cotton and blends of cotton and synthetics, are purchased from several suppliers against scheduled production and are fabricated into garments in the Lee and Wrangler manufacturing plants. Management did not experience difficulty in obtaining materials to meet production needs during 1993.
In 1993, the Lee division repositioned its LEE(R) brand products by marketing solely through department and specialty stores. The RIDERS brand is now sold through the mass merchant and discount store channels. The Wrangler division markets its WRANGLER(R) westernwear through western specialty stores and its other WRANGLER(R) brand products primarily
through discount stores. The RUSTLER(R) brand is a high quality, lower priced brand marketed to large national discount chains. Both Lee and Wrangler maintain sales offices and showrooms in key cities across the United States. Sales of Lee and Wrangler products are generally made directly to retailers through full-time salespersons. Sales of the Jeanswear business group are slightly higher in the second half of the year.
Lee and Wrangler advertise on television and radio and in various consumer and trade publications. They also participate in cooperative advertising in radio, television and various print media. Point-of-sale advertising is used by Lee, Wrangler and Girbaud.
Casual/Sportswear
Bassett-Walker is one of the nation's largest manufacturers of knitted fleecewear. Operations are vertically integrated and include the entire process of converting cotton yarn into finished garments. In December 1993, Bassett-Walker sold its two yarn manufacturing plants to a major textile company and entered into a long-term agreement to purchase yarn from that company. Previously, Bassett-Walker had produced the majority of its yarn requirements. Additional yarn is available from numerous outside sources.
Sales of Bassett-Walker garments are seasonal, with approximately two-thirds of its sales occurring during the second half of the year. Principal customers are national chain and department stores, discount stores, wholesalers and garment screen printing operators. In 1993, more than 70% of Bassett-Walker's volume was knitted fleecewear and T-shirts marketed under the LEE(R) and RIDERS labels. Products are also manufactured for private label customers. Sales are made by an in-house staff of salespersons throughout the United States. See "Recent Developments".
Jantzen designs, manufactures and markets an extensive line of men's and women's quality swimwear and sportswear, including sweaters and coordinated tops and bottoms, primarily under the JANTZEN(R) trademark. A significant portion of Jantzen's products are manufactured by independent contractors. Jantzen uses purchased yarn for its sweater manufacturing operations. For other products, purchased fabric is manufactured into finished garments. Management anticipates no difficulty in obtaining raw materials.
Jantzen products are sold primarily to department and specialty stores through its sales staff. Jantzen also manufactures and markets its products in Canada, and the JANTZEN(R) trademark is licensed to other companies in several foreign countries.
JanSport purchases fleeced casualwear and T-shirts to imprint with college logos for distribution through college bookstores. JanSport also manufactures JANSPORT(R) brand daypacks sold through college bookstores and department and sporting goods stores and JANSPORT(R) backpacking/mountaineering gear sold primarily through outdoor and sporting goods stores.
Intimate Apparel
Vanity Fair produces body fashions, daywear, sleepwear and loungewear. Vanity Fair knits most of its fabric from cotton, polyester, nylon and LYCRA(R)* yarn purchased generally from E.I. duPont DeNemours & Co. Lace and trim are purchased from outside sources. Vanity Fair anticipates no difficulty in obtaining its material requirements.
The Vanity Fair division manufactures products under the VANITY FAIR(R) label for domestic department and specialty stores. In recent years, an increasing amount of sales have been of VASSARETTE(R) brand products sold through discount stores and products sold to private label customers. Vanity Fair sells most of its products through its own sales force with sales offices located in various cities. The VANITY FAIR(R) brand name is licensed in several foreign countries.
In July 1991, the Corporation acquired the BARBIZON(R) brand of intimate apparel and its chain of leased retail stores. Barbizon is known for its woven sleepwear and loungewear products.
International
With the Corporation's expansion in the European apparel markets, international operations have been reported as a separate business group since 1992. The International business group consists of Lee and Wrangler jeanswear operations, primarily in Europe, and the recently acquired intimate apparel operations, primarily in France and Spain.
LEE(R) and WRANGLER(R) jeanswear and other casual products are manufactured and marketed by wholly owned subsidiaries in European department and specialty stores. In recent years, Lee and Wrangler have expanded their European presence by establishing new subsidiaries, replacing certain licensee and distributor operations, and by introducing MAVERICK(R) branded jeanswear marketed through discount stores.
Raw materials are purchased primarily from European suppliers and are fabricated into garments in the Lee and Wrangler manufacturing plants in the United Kingdom, Belgium, Malta and Poland. In addition, a portion of the international jeanswear products are manufactured by independent contractors. Management expects no difficulty in obtaining raw materials.
Internationally, jeanswear products are sold through the Lee and the Wrangler sales forces and independent sales agents. Lee and Wrangler have licensed their brand names for jeanswear products in foreign markets where they do not have production or sales operations. Lee also participates in a joint venture in Spain and Portugal.
In January 1992, the Corporation acquired the capital stock of The Valero Group, and in December 1992, the Corporation acquired the capital stock of Jean Bellanger Enterprises and of Vives Vidal, S.A. In December 1993, the Corporation acquired the principal operating assets of Central Corsetera, S.A. These companies manufacture and market women's intimate apparel for distribution primarily in France in department and specialty stores under the LOU, BOLERO and SILHOUETTE brand names and in discount stores under the VARIANCE, CARINA and SILTEX brand names. In addition, intimate apparel is manufactured and marketed in department and specialty stores primarily in Spain under the GEMMA, INTIMA CHERRY and BELCOR brand names.
- ------------------------------------------------------------------------------- *LYCRA is the registered trademark of E.I.duPont DeNemours & Co. for its spandex elastic yarn.
Raw materials are purchased primarily from European suppliers and are fabricated into garments in manufacturing plants in France, Spain and Tunisia. Management expects no difficulty in obtaining raw materials.
Other Apparel
Red Kap is a leading producer of occupational and career apparel sold primarily under the RED KAP(R) label. To broaden its product offerings, Red Kap acquired the WORKWEAR(TM) line of occupational apparel in November 1991. Approximately 75% of Red Kap's sales are to industrial laundries that in turn supply work clothes to employers, primarily on a rental basis, for on-the-job wear by production, service and white-collar personnel. Products include work pants, slacks, work and dress shirts, overalls, jackets and smocks. In addition, Red Kap markets a line of work clothes nationally to retail stores under the BIG BEN(R) brand name. Fabrics, primarily cotton and synthetic blends, are purchased and manufactured into finished garments. Management anticipates no difficulty in obtaining raw materials.
Because industrial laundries generally maintain minimal inventories of work clothes, a supplier's ability to offer rapid delivery is an important factor in this market. Red Kap's commitment to customer service has enabled customer orders to be filled typically within 24 hours of receipt and has helped to provide Red Kap with a significant share of the industrial laundry rental business.
The Corporation in March 1991 acquired Healthtex, a leading manufacturer and marketer of infant and children's apparel. Products marketed under the HEALTHTEX(R) label are sold primarily to department and specialty stores through its sales force. Healthtex products are manufactured from purchased cotton and synthetic fabrics. Management anticipates no difficulty in obtaining raw materials.
RECENT DEVELOPMENTS
In January 1994, the Corporation acquired in separate transactions Nutmeg Industries, Inc. and H. H. Cutler Company for an aggregate consideration of approximately $506.9 million.
Both of these companies design, manufacture and market imprinted sports apparel under licenses granted by the four major American professional sports leagues (Major League Baseball, the National Basketball Association, the National Football League and the National Hockey League) and most major American colleges and universities. In addition, Cutler is one of the largest youthwear apparel licensees of Walt Disney products and is the exclusive licensee of Fisher-Price kidswear in the United States. Nutmeg's products are sold primarily in department and specialty stores, and Cutler's products are sold primarily through mass merchants.
The Corporation's Bassett-Walker division will supply a significant portion of the fleece and T-shirt needs of both Nutmeg and Cutler.
OTHER MATTERS
Competitive Factors
Trademarks are of material importance to all of the Corporation's operating subsidiaries and are protected by registration or otherwise in the United States and most other markets where the related products are sold.
In addition, the Corporation uses the MARITHE & FRANCOIS GIRBAUD(R) label in the United States under license arrangements through 1997, subject to a single 5 year renewal term.
The apparel industry is highly competitive and consists of a number of domestic and foreign companies; some competitors have assets and sales greater than those of the Corporation. In addition, the Corporation competes with a number of firms that produce and distribute only a limited number of products similar to those sold by the Corporation or sell only in certain geographic areas being supplied by the Corporation.
A characteristic of the apparel industry is the requirement that a manufacturer recognize fashion trends and adequately provide products to meet such trends. Competitive advantage in the industry is obtained by manufacturing better quality, market-responsive apparel and delivering to the retailer on time and at lower cost. The Corporation is striving to achieve this competitive edge with its Market Response System and proprietary FLOW REPLENISHMENT SYSTEM(R). The FLOW REPLENISHMENT SYSTEM(R) is capable of recording the sale of an individual garment from the point of sale to the consumer, creating and processing all necessary documentation, and shipping the exact garment sold so that it is back on the selling store's shelf generally within seven days.
Employees
The Corporation employs approximately 62,000 men and women, of which approximately 6,300 are covered by various collective bargaining agreements. Employee relations are considered to be good.
Backlog
The dollar amount of backlog of orders believed to be firm as of the end of the Corporation's fiscal year and as of the end of the preceding fiscal year is not material for an understanding of the business of the Corporation taken as a whole.
ITEM 2.
ITEM 2. PROPERTIES.
The Corporation owns or leases under capital leases most of its facilities used for manufacturing, distribution and administrative activities. Certain other facilities are leased under operating leases that generally contain renewal options.
Management believes all facilities and machinery and equipment are in good condition and are suitable for the Corporation's needs. Manufacturing and distribution facilities presently being utilized are summarized below for the Corporation's business groups:
In addition, the Corporation owns or leases various administrative and office space. The Corporation also owns or leases facilities having 2,590,000 square feet of space that is used for factory outlet operations. Approximately 76% of the factory outlet space is used for selling and warehousing the Corporation's products, with the balance consisting of space leased to tenants and common areas.
In June 1993, the Corporation completed the sale of certain factory outlet locations for an aggregate consideration of $69 million. The
Corporation is leasing from the developer that portion of the space utilized for sale of the Corporation's products. The sale of these assets resulted in no significant gain or loss to the Corporation.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
There are no material legal proceedings or investigations pending or threatened to which the Corporation or any of its operating companies is a party or of which any of their property is the subject.
Notwithstanding the foregoing, the text under the caption "Other Matters" included in page 27 of the 1993 Annual Report is incorporated herein by reference.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 4A. EXECUTIVE OFFICERS OF THE CORPORATION.
The following are the Executive Officers of the Corporation as of March 1, 1994. The term of office of each of the officers continues to the next annual meeting of the Board of Directors, to be held April 19, 1994. There is no family relationship among any of the Corporation's officers.
Mr. Pugh joined the Corporation as President in 1980. In 1982, he was elected Chief Executive Officer and in 1983 was elected Chairman of the Board. In October 1990, he was also elected President of the Corporation, serving in that position until October 1993. Additional information is included in page 4 of the Corporation's definitive proxy statement dated March 17, 1994 for the Annual Meeting of Shareholders to be held on April 19, 1994 ("1994 Proxy Statement").
Mr. McDonald joined the Corporation's Lee division in 1983 serving in various management positions until his election as President of the Corporation's former Troutman division in 1984. He was named Executive Vice President of the Wrangler division in 1986 and named President of Wrangler in 1988. He was named Group Vice President of the Corporation in February 1991 and in October 1993 was elected President of the Corporation.
Mr. Charron joined the Corporation in 1988, assigned to the staff of the President. In October 1988, he was named Group Vice President and elected Executive Vice President of the Corporation in October 1993.
Mr. Addis joined the Corporation in 1984 as Vice President-Human Resources and was elected Vice President-Human Resources and Administration in July 1988.
Mr. Hazlett joined the Corporation in October 1989 as Vice President-Business Systems. Prior to joining the Corporation, he served since 1985 as President and Chief Executive Officer of Information and Communication Systems, Inc., a subsidiary of Carson Pirie Scott & Co.
Mr. Johnson joined the Corporation in 1988 as Vice President-Finance and Chief Financial Officer.
Mr. McKemy joined the Corporation's Lee division in 1957 and served in various management positions until his election as Treasurer of the Lee Company in 1969. He was elected Assistant Treasurer of the Corporation in 1969, Treasurer in 1971, Vice President in 1980 and Vice President-Treasury and Financial Services in 1987.
Mrs. Tarnoski joined the Corporation in 1961. She was elected Assistant Secretary in 1973, Secretary in 1974 and a Vice President in 1979.
Mr. Pickard joined the Corporation in 1976 and was elected Assistant Controller in 1982, Assistant Treasurer in 1985 and Treasurer in 1987.
Mr. Shearer joined the Corporation in 1986 as Assistant Controller and was elected Controller in November 1989.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE CORPORATION'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Information concerning the market and price history of the Corporation's common stock, plus dividend information, as reported under the caption "Quarterly Results of Operations" on page 22 and under the captions "Investor Information - Common Stock, - Shareholders of Record, - Dividend Policy, - Dividend Reinvestment Plan, - Dividend Direct Deposit and - Quarterly Common Stock Price Information" on page 36 of the 1993 Annual Report is incorporated herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
Selected financial data for the Corporation for each of its last five fiscal years under the caption "Financial Summary" on pages 34 and 35 of the 1993 Annual Report is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
A discussion of the Corporation's financial condition and results of operations is incorporated herein by reference to pages 25 and 27 of the 1993 Annual Report.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Financial statements of the Corporation and specific supplementary financial information are incorporated herein by reference to pages 22 through 24, 26 and 28 through 33 of the 1993 Annual Report.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE CORPORATION.
Information under the caption "Election of Directors" on pages 2 through 4 of the 1994 Proxy Statement is incorporated herein by reference. See Item 4A with regard to Executive Officers.
Information under the caption "Compliance with Section 16(a) of the Securities Exchange Act" on page 30 of the 1994 Proxy Statement is incorporated herein by reference.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
Information with regard to this item is incorporated herein by reference to pages 6 through 18 of the 1994 Proxy Statement.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information under the caption "Certain Beneficial Owners" on page 20 and "Common Share Ownership of Management" on page 21 of the 1994 Proxy Statement is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information under the caption "Common Share Ownership of Management" on page 21 of the 1994 Proxy Statement is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of this report:
1. Financial statements - Included on pages 23, 24, 26 and 28 through 33 of the 1993 Annual Report (Exhibit 13) and incorporated by reference in Item 8:
Consolidated statements of income--Fiscal years ended January 1, 1994, January 2, 1993 and January 4, 1992
Consolidated balance sheets--January 1, 1994 and January 2, 1993
Consolidated statements of cash flows--Fiscal years ended January 1, 1994, January 2, 1993 and January 4, 1992
Consolidated statements of common shareholders' equity--Fiscal years ended January 1, 1994, January 2, 1993 and January 4, 1992
Notes to consolidated financial statements
2. Financial statement schedules - The following consolidated financial statement schedules are included herein:
Schedule II--Amounts receivable from related parties and underwriters, promoters and employees other than related parties
Schedule V--Property, plant and equipment
Schedule VI--Accumulated depreciation, depletion and amortization of property, plant and equipment
Schedule VIII--Valuation and qualifying accounts
Schedule IX--Short-term borrowings
Schedule X--Supplementary income statement information
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
3. Exhibits
Number Description - ------ -----------
2 Plan of acquisition, reorganization, arrangement, liquidation or succession: (A) Agreement and Plan of Merger between the Corporation, Spice Acquisition Co. and Nutmeg Industries, Inc. dated December 12, 1993 (Incorporated by reference to Exhibit (d) Schedule 14D-1 filed December 12, 1993)
3 Articles of incorporation and bylaws:
(A) Articles of Incorporation, as amended and restated as of April 18, 1986 and as presently in effect (Incorporated by reference to Exhibit 3(A) to Form 10-K for the fiscal year ended January 4, 1992)
(B) Statement Affecting Class or Series of Shares (Incorporated by reference to Exhibit 3(B) to Form 10-K for the fiscal year ended January 2, 1993)
(C) Statement with Respect to Shares of Series B ESOP Convertible Preferred Stock (Incorporated by reference to Exhibit 4.2 to Form 8-K dated January 22, 1990)
(D) Bylaws, as amended through July 17, 1990 and as presently in effect (Incorporated by reference to Exhibit 3 to the Form 8 amendment, dated August 10, 1990, to Form 10-Q for the fiscal quarter ended June 30, 1990)
4 Instruments defining the rights of security holders, including indentures: (A) A specimen of the Corporation's Common Stock certificate (Incorporated by reference to Exhibit 4(A) to Form 10-K for the fiscal year ended January 2, 1993)
(B) A specimen of the Corporation's Series B ESOP Convertible Preferred Stock certificate (Incorporated by reference to Exhibit 4(B) to Form 10-K for the fiscal year ended December 29, 1990)
(C) Indenture between the Corporation and Morgan Guaranty Trust Company of New York, dated January 1, 1987 (Incorporated by reference to Exhibit 4.1 to Form S-3 Registration No. 33-10939)
(D) First Supplemental Indenture between the Corporation, Morgan Guaranty Trust Company of New York and United States Trust Company of New York, dated September 1, 1989 (Incorporated by reference to Exhibit 4.3 to Form S-3 Registration No. 33-30889)
(E) Rights Agreement, dated January 13, 1988, between the Corporation and Morgan Shareholder Services Trust Company (Incorporated by reference to Exhibit 4(E) to Form 10-K for the fiscal year ended January 2, 1993)
(F) Amendment No. 1 to Rights Agreement, dated April 17, 1990, between the Corporation and First Chicago Trust Company of New York (Incorporated by reference to Exhibit 4 to Form 10-Q for the fiscal quarter ended June 30, 1990)
(G) Amendment No. 2 to Rights Agreement, dated December 4, 1990, between the Corporation and First Chicago Trust Company of New York (Incorporated by reference to Exhibit 3 to Form 8-K dated December 4, 1990)
10 Material contracts: (A) 1982 Stock Option Plan (Incorporated by reference to Exhibit 4.1.1 of Post-Effective Amendment No. 1 to Form S-8/S-3, Registration No. 33-26566)
(B) 1991 Stock Option Plan (Incorporated by reference to Exhibit A of the Corporation's 1992 Proxy Statement dated March 18, 1992)
(C) Annual Discretionary Management Incentive Compensation Program (Incorporated by reference to Exhibit 10(C) to Form 10-K for the fiscal year ended January 4, 1992)
(D) Deferred Compensation Plan (Incorporated by reference to Exhibit 10(B) to Form 10-K for the fiscal year ended December 29, 1990)
(E) Executive Deferred Savings Plan (Incorporated by reference to Exhibit 10(E) to Form 10-K for the fiscal year ended January 4, 1992)
(F) Amended and Restated Supplemental Executive Retirement Plan, dated May 16, 1989 (Incorporated by reference to Exhibit 10(C)
to Form 10-K for the fiscal year ended December 30, 1989)
(G) First Amended Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan for L. R. Pugh (Incorporated by reference to Exhibit 10(D) to Form 10-K for the fiscal year ended December 30, 1989)
(H) Second Amended Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan for Mid-Career Senior Management (Incorporated by reference to Exhibit 10(E) to Form 10-K for the fiscal year ended December 30, 1989)
(I) Third Amended Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan for Senior Management (Incorporated by reference to Exhibit 10(F) to Form 10-K for the fiscal year ended December 30, 1989)
(J) Fourth Amended Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan for Participants in the Corporation's Deferred Compensation Plan (Incorporated by reference to Exhibit 10(G) to Form 10-K for the fiscal year ended December 30, 1989)
(K) Fifth Amended Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan which funds certain benefits upon a Change in Control (Incorporated by reference to Exhibit 10(H) to Form 10-K for the fiscal year ended December 30, 1989)
(L) Form of Change in Control Agreement with senior management of the Corporation (Incorporated by reference to Exhibit 10(J) to Form 10-K for the fiscal year ended December 29, 1990)
(M) Form of Change in Control Agreement with other management of the Corporation (Incorporated by reference to Exhibit 10(K) to Form 10-K for the fiscal year ended December 29, 1990)
(N) Form of Change in Control Agreement with management of subsidiaries of the Corporation (Incorporated by reference to Exhibit 10(L) to Form 10-K for the fiscal year ended December 29, 1990)
(O) Revolving Credit Agreement, dated October 21, 1993 (Incorporated by reference to Exhibit (b) Schedule 14D-1 filed December 12, 1993)
11 Computation of earnings per common share
13 Annual report to security holders
21 Subsidiaries of the Corporation
23.1 Consents of experts and counsel
23.2 Consents of experts and counsel
24 Power of attorney
99 Additional exhibits: (A) Form 11-K for VF Corporation Tax-Advantaged Savings Plan for Salaried Employees for the year ended December 31, 1993
All other exhibits for which provision is made in the applicable regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed during the last quarter of the fiscal year ended January 1, 1994.
OTHER MATTERS -------------
For purposes of complying with the amendments to the rules governing Registration Statements on Form S-8 under the Securities Act of 1933, the undersigned Corporation hereby undertakes as follows, which undertaking shall be incorporated by reference into the Corporation's Registration Statements on Form S-8 Nos. 33-26566 (filed January 12, 1989), 33-33621 (filed February 28, 1990) and 33-41241 (filed June 24, 1991):
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Corporation pursuant to the foregoing provisions, or otherwise, the Corporation has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director, officer or controlling person of the registrant 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 Corporation 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 Act and will be governed by the final adjudication of such issue.
SIGNATURES ----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
V.F. CORPORATION
By: /s/ Lawrence R. Pugh -------------------------- Lawrence R. Pugh Chairman of the Board (Chief Executive Officer)
By: /s/ Gerard G. Johnson -------------------------- Gerard G. Johnson Vice President-Finance (Chief Financial Officer)
By: /s/ Robert K. Shearer -------------------------- Robert K. Shearer Controller (Chief Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Corporation and in the capacities and on the dates indicated:
Robert D. Buzzell* Director Edward E Crutchfield, Jr.* Director Ursula F. Fairbain* Director Barbara S. Feigin* Director Roger S. Hillas* Director Leon C. Holt, Jr.* Director March 24, 1994 J. Berkley Ingram, Jr.* Director Robert F. Longbine* Director Mackey J. McDonald* Director William E. Pike* Director Lawrence R. Pugh* Director M. Rust Sharp* Director L. Dudley Walker* Director
*By: /s/ L. M. Tarnoski March 24, 1994 ------------------------------- L. M. Tarnoski, Attorney-in-Fact
VF CORPORATION SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
The note receivable balance resulted from the 1986 acquisition of Blue Bell Holding Company Inc. The note, due December 15, 1994, provided for interest at a 6.9% simple interest rate. Shares of VF Corporation Common Stock were held as collateral for the note receivable.
VF CORPORATION SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
(A) Building and machinery and equipment additions include manufacturing and distribution capacity expansion, primarily in Jeanswear. (B) Building additions include expansion of Jeanswear wetprocessing capacity and distribution facilities. Machinery and equipment additions include capacity expansion in Jeanswear, Casual/Sportswear and Intimate Apparel. (C) Machinery and equipment additions include primarily capacity expansion in Jeanswear, Casual/Sportswear and Intimate Apparel. (D) Other changes result from the acquisition and disposition of subsidiaries, reclassifications and foreign currency rate translation, and in 1993, the sale of two yarn plants and certain factory outlet locations.
Reference is made to Schedule VI which discloses the methods of computing the provision for depreciation.
VF CORPORATION SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
The annual provisions for depreciation have been computed using the following estimated useful lives: land improvements 5-20 years; buildings 10-40 years; and machinery and equipment 3-10 years.
(A) Other changes result primarily from the disposition of subsidiaries, reclassifications and foreign currency translation, and in 1993, the sale of two yarn plants and certain factory outlet locations.
VF CORPORATION SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
(A) Deductions include accounts written off net of recoveries and, in 1992, additions of $4.3 million from the acquisition of subsidiaries.
VF CORPORATION SCHEDULE IX - SHORT-TERM BORROWINGS
(A) The average amount outstanding during the period is computed based on average month-end balances for amounts payable to banks and on average daily balances for commercial paper. (B) The weighted average interest rate during the period was computed by dividing actual interest expense by average short-term debt outstanding.
Columns D, E, and F exclude short-term obligations classified as long-term pursuant to FASB Statement No. 6 in 1992.
VF CORPORATION SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
Depreciation and amortization of intangible assets, taxes other than payroll and income taxes, and royalties were less than 1% of total sales and revenues for fiscal 1993, 1992 and 1991.
FORM 10-K -- ITEM 14 The following exhibits of VF Corporation are included in Item 14(c):
EXHIBIT INDEX