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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/x/ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee Required)
For the fiscal year ended JANUARY 1, 1994
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or
// Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (No Fee Required)
For the transition period from to
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Commission file number 1-5256
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V.F. CORPORATION
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-1180120
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1047 NORTH PARK ROAD, WYOMISSING, PA 19610
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 610-378-1151
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common stock, without par value, New York Stock Exchange
stated capital $1 per share and
Rights to purchase preferred stock Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
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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 registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /
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 periods 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
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As of March 1, 1994, 64,555,658 shares of Common Stock of the registrant were
outstanding, and the aggregate market value of the common shares (based on the
closing price of these shares on the New York Stock Exchange) of the registrant
held by nonaffiliates was approximately $2,668,000,000. In addition, 2,050,491
shares of Series B ESOP Convertible Preferred Stock of the registrant were
outstanding and convertible into 1,640,393 shares of Common Stock of the
registrant, subject to adjustment. The trustee of the registrant's Employee
Stock Ownership Plan is the sole holder of such shares, and no trading market
exists for the Series B ESOP Convertible Preferred Stock.
Documents Incorporated By Reference
Portions of the Annual Report for the fiscal year ended January 1, 1994 (Items
1 and 3 in Part I and Items 5, 6, 7 and 8 in Part II).
Portions of the Proxy Statement dated March 17, 1994 for the Annual Meeting of
Shareholders to be held on April 19, 1994 (Item 4A in Part I and Items 10, 11,
12 and 13 in Part III).
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PART I
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
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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.
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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.
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*LYCRA is the registered trademark of E.I.duPont DeNemours & Co. for its
spandex elastic yarn.
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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.
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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. 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:
Square
Business Group Footage
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Jeanswear 6,772,000
Casual/Sportswear 4,793,000
Intimate Apparel 1,819,000
International 1,863,000
Other Apparel 2,246,000
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
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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. 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. 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.
Period Served
Name Position Age In Such Office(s)
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Lawrence R. Pugh Chairman of the Board and 61 May 1983 to date
Chief Executive Officer
Director February 1980 to date
Mackey J. McDonald President and 47 October 1993 to date
Chief Operating Officer
Director October 1993 to date
Paul R. Charron Executive Vice President 51 October 1993 to date
Harold E. Addis Vice President-Human 63 July 1988 to date
Resources and Administration
H. Lynn Hazlett Vice President-Business Systems 57 October 1989 to date
Gerard G. Johnson Vice President-Finance and 53 December 1988 to date
Chief Financial Officer
Harold D. McKemy Vice President-Treasury and 64 April 1987 to date
Financial Services
Lori M. Tarnoski Vice President 54 May 1979 to date
Secretary May 1974 to date
Frank C. Pickard,III Treasurer 49 April 1987 to date
Robert K. Shearer Controller 42 November 1989 to date
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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. 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.
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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. 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. 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. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
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. 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. 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. 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. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of this report:
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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
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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)
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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)
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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.
-13-
14
(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.
-14-
15
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
-15-
16
VF CORPORATION
SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
- ---------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- ---------------------------------------------------------------------------------------------------------------------------------
Name of Debtor Balance at Additions Deductions Balance at
Beginning Amounts End of
of Period Collected Period
- ---------------------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
Fiscal year ended January 1, 1994 $ - $ - $ - $ -
========== ========= ========== ==========
Fiscal year ended January 2, 1993:
H. Varnell Moore $ 165 $ - $ 165 $ -
========== ========= ========== ==========
Fiscal year ended January 4, 1992:
H. Varnell Moore $ 165 $ - $ - $ 165
========== ========= ========== ==========
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.
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17
VF CORPORATION
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
- ----------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- ----------------------------------------------------------------------------------------------------------------------------------
Other Changes
Classification Balance at Additions Retirements Add (Deduct) Balance at
Beginning at Cost Describe End of
of Period (D) Period
- ----------------------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
Fiscal year ended January 1, 1994:
Land and land improvements $ 50,838 $ 1,828 $ 249 $ (11,805) $ 40,612
Buildings 370,421 42,183 3,855 (62,093) 346,656
Machinery and equipment 820,332 165,483 47,095 (75,965) 862,755
---------- ---------- ---------- ---------- ----------
$1,241,591 $ 209,494(A) $ 51,199 $ (149,863) $1,250,023
========== ========== ========== ========== ==========
Fiscal year ended January 2, 1993:
Land and land improvements $ 46,067 $ 1,585 $ 512 $ 3,698 $ 50,838
Buildings 330,720 23,024 1,113 17,790 370,421
Machinery and equipment 664,314 182,593 23,967 (2,608) 820,332
---------- ---------- --------- --------- ----------
$1,041,101 $ 207,202(B) $ 25,592 $ 18,880 $1,241,591
========== ========== ========= ========= ==========
Fiscal year ended January 4, 1992:
Land and land improvements $ 44,084 $ 1,535 $ 436 $ 884 $ 46,067
Buildings 315,097 16,833 4,961 3,751 330,720
Machinery and equipment 595,115 92,394 31,169 7,974 664,314
---------- ---------- --------- --------- ----------
$ 954,296 $ 110,762(C) $ 36,566 $ 12,609 $1,041,101
========== ========== ========= ========= ==========
(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.
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VF CORPORATION
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
- -----------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- -----------------------------------------------------------------------------------------------------------------------------------
Additions Other Changes
Description Balance at Charged to Retirements Add (Deduct) Balance at
Beginning Costs and Describe End of
of Period Expenses (A) Period
- -----------------------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
Fiscal year ended January 1, 1994:
Land and land improvements $ 6,050 $ 1,482 $ 136 $ (974) $ 6,422
Buildings 104,843 15,511 2,565 (18,703) 99,086
Machinery and equipment 419,611 89,685 36,207 (41,333) 431,756
--------- --------- --------- --------- ---------
$ 530,504 $ 106,678 $ 38,908 $ (61,010) $ 537,264
========= ========= ========= ========= =========
Fiscal year ended January 2, 1993:
Land and land improvements $ 4,572 $ 1,481 $ 3 $ - $ 6,050
Buildings 90,520 15,675 467 (885) 104,843
Machinery and equipment 368,990 73,710 19,804 (3,285) 419,611
--------- --------- --------- --------- ---------
$ 464,082 $ 90,866 $ 20,274 $ (4,170) $ 530,504
========= ========= ========= ========= =========
Fiscal year ended January 4, 1992:
Land and land improvements $ 3,763 $ 1,395 $ - $ (586) $ 4,572
Buildings 94,938 14,676 3,103 (15,991) 90,520
Machinery and equipment 318,417 60,221 25,385 15,737 368,990
--------- --------- --------- --------- ---------
$ 417,118 $ 76,292 $ 28,488 $ (840) $ 464,082
========= ========= ========= ========= =========
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.
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19
VF CORPORATION
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
- ------------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- ------------------------------------------------------------------------------------------------------------------------------------
ADDITIONS
------------------------------------
(1) (2) Balance
Description Balance at Charged to Charged to Deductions at
Beginning Costs and Other Accounts Describe End of
of Period Expenses Describe (A) Period
- ------------------------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
Fiscal year ended January 1, 1994:
Allowance for doubtful accounts $ 30,275 $ 9,146 $ 10,613 $ 28,808
========= ========= ========= =========
Fiscal year ended January 2, 1993:
Allowance for doubtful accounts $ 22,412 $ 8,255 $ 392 $ 30,275
========= ========= ========= =========
Fiscal year ended January 4, 1992:
Allowance for doubtful accounts $ 15,179 $ 18,126 $ 10,893 $ 22,412
========= ========= ========= =========
(A) Deductions include accounts written off net of recoveries and, in 1992,
additions of $4.3 million from the acquisition of subsidiaries.
-19-
20
VF CORPORATION
SCHEDULE IX - SHORT-TERM BORROWINGS
- -----------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- -----------------------------------------------------------------------------------------------------------------------------------
Weighted
Maximum Average Average
Weighted Amount Amount Interest
Category of Aggregate Balance Average Outstanding Outstanding Rate
Short-term Borrowings at End of Interest During the During the During the
Period Rate Period Period (A) Period (B)
- -----------------------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
Fiscal year ended January 1, 1994:
Commercial paper $ - - $ 110,000 $ 39,931 3.36%
Short-term borrowings with domestic banks - - 320,000 34,918 3.70%
Short-term borrowings with foreign banks 35,648 10.70% 61,880 31,644 10.30%
---------
$ 35,648
=========
Fiscal year ended January 2, 1993:
Commercial paper $ - - $ 139,770 $ 61,086 3.93%
Short-term borrowings with domestic banks 88,100 3.70% 88,100 46,508 4.03%
Short-term borrowings with foreign banks 37,722 12.11% 60,822 38,546 11.06%
---------
$ 125,822
=========
Fiscal year ended January 4, 1992:
Commercial paper $ - - $ 33,211 $ 5,718 6.78%
Short-term borrowings with domestic banks - - 29,500 2,833 7.72%
Short-term borrowings with foreign banks 5,954 9.22% 7,042 5,416 9.67%
---------
$ 5,954
=========
(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.
-20-
21
VF CORPORATION
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
- ------------------------------------------------------------------------------------------------------------------
COL. A COL. B
- ------------------------------------------------------------------------------------------------------------------
Item Charged to Costs and Expenses
- ------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
Fiscal year ended January 1, 1994:
Maintenance and repairs $ 52,716
Advertising costs 199,764
Fiscal year ended January 2, 1993:
Maintenance and repairs $ 49,900
Advertising costs 187,819
Fiscal year ended January 4, 1992:
Maintenance and repairs $ 47,834
Advertising costs 127,910
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.
-21-
22
FORM 10-K -- ITEM 14
The following exhibits of VF Corporation are included in Item 14(c):
EXHIBIT INDEX
Page Number
Number Description In This Report
- ------ ----------- --------------
2 Plan of acquisition, reorganization, arrangement, liquidation or
succession:
(A) Agreement and Plan of Merger between the Corporation, Spice (Incorporated
Acquisition Co. and Nutmeg Industries, Inc. dated December by reference)
12, 1993
3 Articles of incorporation and bylaws:
(A) Articles of Incorporation, as amended and restated as of (Incorporated
April 18, 1986 and as presently in effect by reference)
(B) Statement Affecting Class or Series of Shares (Incorporated
by reference)
(C) Statement with Respect to Shares of Series B ESOP (Incorporated
Convertible Preferred Stock by reference)
(D) Bylaws, as amended through July 17, 1990 and as presently in (Incorporated
effect by reference)
4 Instruments defining the rights of security holders, including
indentures:
(A) A specimen of the Corporation's Common Stock certificate (Incorporated
by reference)
(B) A specimen of the Corporation's Series B ESOP Convertible (Incorporated
Preferred Stock certificate by reference)
(C) Indenture between the Corporation and Morgan Guaranty Trust (Incorporated
Company of New York, dated January 1, 1987 by reference)
(D) First Supplemental Indenture between the Corporation, Morgan (Incorporated
Guaranty Trust Company of New York and United States Trust by reference)
Company of New York, dated September 1, 1989
(E) Rights Agreement, dated January 13, 1988, between the (Incorporated
Corporation and Morgan Shareholder Services Trust Company by reference)
(F) Amendment No. 1 to Rights Agreement, dated April 17, (Incorporated
1990, between the Corporation and First Chicago Trust by reference)
Company of New York
(G) Amendment No. 2 to Rights Agreement, dated December 4, 1990, (Incorporated
between the Corporation and First Chicago Trust Company of by reference)
New York
23
10 Material contracts:
(A) 1982 Stock Option Plan (Incorporated
by reference)
(B) 1991 Stock Option Plan (Incorporated
by reference)
(C) Annual Discretionary Management Incentive Compensation
Program (Incorporated
by reference)
(D) Deferred Compensation Plan (Incorporated
by reference)
(E) Executive Deferred Savings Plan (Incorporated
by reference)
(F) Amended and Restated Supplemental Executive Retirement Plan, (Incorporated
dated May 16, 1989 by reference)
(G) First Amended Annual Benefit Determination under the Amended (Incorporated
and Restated Supplemental Executive Retirement Plan for L. by reference)
R. Pugh
(H) Second Amended Annual Benefit Determination under the (Incorporated
Amended and Restated Supplemental Executive Retirement Plan by reference)
for Mid-Career Senior Management
(I) Third Amended Annual Benefit Determination under the Amended (Incorporated
and Restated Supplemental Executive Retirement Plan for by reference)
Senior Management
(J) Fourth Amended Annual Benefit Determination under the (Incorporated
Amended and Restated Supplemental Executive Retirement Plan by reference)
for Participants in the Corporation's Deferred Compensation
Plan
(K) Fifth Amended Annual Benefit Determination under the Amended (Incorporated
and Restated Supplemental Executive Retirement Plan which by reference)
funds certain benefits upon a Change in Control
24
(L) Form of Change in Control Agreement with senior management (Incorporated
of the Corporation by reference)
(M) Form of Change in Control Agreement with other management of (Incorporated
the Corporation by reference)
(N) Form of Change in Control Agreement with management of (Incorporated
subsidiaries of the Corporation by reference)
(O) Revolving Credit Agreement, dated October 21, 1993 (Incorporated
by reference)
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