1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 11-K
Annual Report
[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934 [Fee Required]
For the year ended DECEMBER 31, 1993
or
[ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934 [No Fee Required]
For the transition period from --------------------- to ---------------------
Commission file number 1-5256
V.F. CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
- -----------------------------------------------------------------------------
(Full title of plan)
1047 NORTH PARK ROAD, WYOMISSING, PA 19610
- -----------------------------------------------------------------------------
(Address of principal offices)
Registrant's telephone number, including area code (610) 378-1151
2
Item 1. Changes in the Plan
During 1991, two new investment programs were added (the Equity Growth Fund and
the Equity Growth & Income Fund), and one fund was eliminated (Equity Income
Fund). The goal of the new Equity Growth Fund is capital appreciation. This
Fund is primarily invested in common stock and securities convertible into
common stock, although a portion of the Fund's assets may be invested in debt
securities. The Equity Growth and Income Fund replaced the Equity Income Fund
and places greater emphases on capital appreciation. The goal of the Growth
and Income Fund is to seek long-term capital growth, current income and growth
of income consistent with reasonable investment risk.
Item 2. Changes in Investment Policy
There have been no changes during the year in the policy with respect to the
kind of securities or other investments in which funds held under the Plan may
be invested.
Item 3. Contributions Under the Plan
Contributions made by VF Corporation ("Corporation") are measured by
reference to the employee's contributions and are not discretionary.
Item 4. Participating Employees
There were approximately 6,377 enrolled participants in the Plan as of
December 31, 1993, out of approximately 7,173 eligible employees.
Item 5. Administration of the Plan
(a) The Plan provides that a Committee of three persons be
appointed to administer the Plan. The Committee, the VF
Corporation Pension Plan Committee, is comprised of the
following officers of the Corporation: Lori M.
Tarnoski, Vice President and Secretary; Harold D.
McKemy, Vice President - Treasury and Financial
Services; and Harold E. Addis, Vice President - Human
Resources and Administration. All committee persons are
located at the Corporation's headquarters: 1047 North
Park Road, Wyomissing, PA 19610. Each of these
individuals is an employee of the Corporation and
participates in the Plan. The Committee has the power
to adopt rules and regulations for carrying out and
administering the Plan and has the full authority and
power to construe, interpret and administer the Plan.
Committee members receive no compensation from the Plan.
(b) All expenses of administration of the Plan, including
Trustee fees, are paid by the Corporation.
Item 6. Custodian of Investments
(a) The Corporation has entered into a Trust Agreement under
which United Missouri Bank of Kansas City, N.A., 10th
and Grand, P.O. Box 226, Kansas City, MO 64141, has
been appointed as Trustee under the Plan. Under the
terms of the Trust Agreement, United Missouri Bank of
Kansas City, N.A. holds and invests all assets of the
Plan, subject to the direction of each of the
participants of the Plan regarding the fund or funds to
receive contributions.
(b) The custodian's compensation is paid by the Corporation.
(c) No bond was furnished or is required to be furnished by
the Trustee.
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3
Item 7. Reports to Participating Employees
Each participant receives a quarterly statement showing the amounts contributed
by him/her to each of the funds during the calendar quarter and the market
values as of the end of each quarter. The statement also shows the
Corporation's matching contributions allocated to the participant through the
Employee Stock Ownership Plan, which are invested in ESOP Preferred Stock, and
the fair values based on the preferred stock's stated redemption price of
$30.875 per share or 80% of the market value of the Corporation's Common Stock,
whichever is greater.
Item 8. Investment of Funds
Each participant by written election directs the Trustee to invest his/her own
contributions in one or more of the following funds:
- Money Market Fund
- Fixed Income Fund
- Equity Growth & Income Fund
- Equity Growth Fund
- VF Corporation Stock Fund (investing in common stock of the Corporation)
Brokerage commissions of $6,436, $6,166 and $6,852 for the years ended December
31, 1993, 1992 and 1991 were paid by the Trustee to acquire the Corporation's
common stock for the Plan.
The Corporation's matching contributions go solely to the ESOP. These
contributions are allocated to participants who receive full value in the form
of ESOP Preferred Stock and are used by the ESOP to pay debt service on a loan
from the Corporation.
Item 9. Financial Statements and Exhibits
(a)Financial Statements Page No.
Report of Independent Auditors 4
Statements of Net Assets Available for Benefits -
For the Years Ended December 31, 1993 and 1992
- Combined Plan 5
- Money Market Fund and Fixed Income Fund 6
- Equity Growth & Income Fund and Equity Growth Fund 7
- VF Corporation Stock Fund and 8
Employee Stock Ownership Plan
Statements of Changes in Net Assets Available for Benefits -
For the Years Ended December 31, 1993, 1992 and 1991
- Combined Plan 9
- Money Market Fund 10
- Fixed Income Fund 11
- Equity Growth & Income Fund 12
- Equity Growth Fund 13
- VF Corporation Stock Fund 14
- Employee Stock Ownership Plan 15
- Equity Income Fund 16
Notes to Financial Statements 17
Schedules:
Schedules I, II and III have been omitted because the
required information is included in the financial
statements and the related notes.
(b)Exhibits - none
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the VF
Corporation Pension Plan Committee has duly caused this annual report to be
signed by the undersigned thereunto duly authorized.
VF Corporation Tax-Advantaged Savings Plan
for Salaried Employees
-----------------------------------------
By: /s/ Harold E. Addis
-------------------------------------
Harold E. Addis, Secretary of the
VF Corporation Pension Plan Committee
Date: March 24, 1994
------------------------
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5
Report of Independent Auditors
VF Corporation Pension Plan Committee
VF Corporation Tax-Advantaged Savings
Plan for Salaried Employees
We have audited the accompanying statements of net assets available for
benefits of the VF Corporation Tax-Advantaged Savings Plan for Salaried
Employees as of December 31, 1993 and 1992, and the related statements of
changes in net assets available for benefits for each of the three years in the
period ended December 31, 1993. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the VF
Corporation Tax-Advantaged Savings Plan for Salaried Employees at December 31,
1993 and 1992, and the changes in its net assets available for benefits for
each of the three years in the period ended December 31, 1993, in conformity
with generally accepted accounting principles.
ERNST & YOUNG
Reading, Pennsylvania
March 18, 1994
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VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
COMBINED PLAN
-------------
December 31
---------------------------------------------
ASSETS 1993 1992
- ------ ---- ----
Investments at fair value
VF Corporation Common Stock -
395,009 shares in 1993
398,239 shares in 1992 $ 18,219,790 $ 21,206,226
VF Corporation ESOP
Preferred Stock -
2,050,491 shares in 1993
2,072,413 shares in 1992 75,663,118 88,284,786
United States government obligations 13,673,576 11,024,047
Other Securities 40,149,325 31,689,608
----------- -----------
Total investments 147,705,809 152,204,667
Dividends and interest receivable 246,092 202,910
Loans receivable from participants 5,718,544 3,444,683
----------- -----------
TOTAL ASSETS 153,670,445 155,852,260
----------- -----------
LIABILITIES
- -----------
Withdrawals and terminations
payable to participants 861,855 836,485
Employee Stock Ownership
Plan obligation 56,121,089 59,255,410
Forfeitures related to withdrawals
and terminations payable 16,943 18,281
------------ ------------
TOTAL LIABILITIES 56,999,887 60,110,176
------------ ------------
Net assets available for benefits $ 96,670,558 $ 95,742,084
============ ============
See notes to financial statements.
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VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
MONEY MARKET FUND AND FIXED INCOME FUND
---------------------------------------
Money Market Fund Fixed Income and
December 31 December 31
------------------------- ---------------------------
ASSETS 1993 1992 1993 1992
- ------ ---- ---- ---- ----
Investments, at fair value
United States government obligations $ 0 $ 0 $13,673,576 $11,024,047
Other securities 5,406,831 6,020,628 1,460,947 2,726,393
----------- ----------- ----------- -----------
Total investments 5,406,831 6,020,628 15,134,523 13,750,440
Dividends and interest receivable 15,686 16 228,310 200,921
Loans receivable from participants 1,040,317 733,395 1,133,339 723,886
----------- ----------- ----------- -----------
TOTAL ASSETS 6,462,834 6,754,039 16,496,172 14,675,247
----------- ----------- ----------- -----------
LIABILITIES
- -----------
Withdrawals and terminations
payable to participants 100,468 35,360 136,218 280,041
Forfeitures related to withdrawals
and terminations payable 163 190 202 46
------------ ----------- ----------- -----------
TOTAL LIABILITIES 100,631 35,550 136,420 280,087
----------- ----------- ----------- -----------
Net assets available for benefits $ 6,362,203 $ 6,718,489 $16,359,752 $14,395,160
=========== =========== =========== ===========
See notes to financial statements.
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VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
EQUITY GROWTH & INCOME FUND AND EQUITY GROWTH FUND
--------------------------------------------------
Equity Growth & Income Fund Equity Growth Fund
December 31 December 31
--------------------------------- ---------------------------------
ASSETS 1993 1992 1993 1992
- ------ ---- ---- ---- ----
Investments, at fair value
Other securities $ 22,366,528 $ 16,962,346 $ 10,684,033 $ 5,756,310
------------- ------------ ------------- ------------
Total investments 22,366,528 16,962,346 10,684,033 5,756,310
Dividends and interest receivable 82 45 67 45
Loans receivable from participants 1,550,713 897,209 379,273 180,006
------------- ------------ ------------- ------------
TOTAL ASSETS 23,917,323 17,859,600 11,063,373 5,936,361
------------- ------------ ------------- ------------
LIABILITIES
- -----------
Withdrawals and terminations
payable to participants 225,221 176,167 97,948 50,996
Forfeitures related to withdrawals
and terminations 821 294 65 8
------------- ------------ ------------- ------------
TOTAL LIABILITIES 226,042 176,461 98,013 51,004
------------- ------------ ------------- ------------
Net assets available for benefits $ 23,691,281 $ 17,683,139 $ 10,965,360 $ 5,885,357
============= ============ ============= ============
See notes to financial statements.
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VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
VF CORPORATION COMMON STOCK FUND AND EMPLOYEE STOCK OWNERSHIP PLAN
------------------------------------------------------------------
VF Corporation Common Stock Fund Employee Stock Ownership Plan
December 31 December 31
----------------------------- -----------------------------
ASSETS 1993 1992 1993 1992
- ------ ---- ---- ---- ----
Investments, at fair value
VF Corporation Common Stock
395,009 shares in 1993
398,239 shares in 1992 $18,219,790 $21,206,226 $ 0 $ 0
VF Corporation ESOP
Preferred Stock
2,050,491 shares in 1993
2,072,413 shares in 1992 0 0 75,663,118 88,284,786
Other securities 189,091 162,291 41,895 61,640
----------- ----------- ----------- -----------
Total investments 18,408,881 21,368,517 75,705,013 88,346,426
Dividends and interest receivable 300 330 1,647 1,553
Loans receivable from participants 1,614,902 910,187 0 0
----------- ----------- ----------- -----------
TOTAL ASSETS 20,024,083 22,279,034 75,706,660 88,347,979
----------- ----------- ----------- -----------
LIABILITIES
- -----------
Withdrawals and terminations
payable to participants 140,009 166,448 161,991 127,473
Employee Stock Ownership
Plan obligation 0 0 56,121,089 59,255,410
Forfeitures related to withdrawals
and terminations payable 600 130 15,092 17,613
----------- ----------- ----------- -----------
TOTAL LIABILITIES 140,609 166,578 56,298,172 59,400,496
----------- ----------- ----------- -----------
Net assets available for benefits $19,883,474 $22,112,456 $19,408,488 $28,947,483
=========== =========== =========== ===========
See notes to financial statements.
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VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
COMBINED PLAN
-------------
Years Ended December 31
--------------------------------------------------------------
1993 1992 1991
---- ---- ----
Investment Income
Dividends on VF Corporation
Common Stock $ 492,821 $ 432,281 $ 355,576
Dividends on ESOP
Preferred Stock 4,290,967 4,335,278 4,366,486
Interest 1,052,117 975,168 947,148
Income from mutual funds and
bank common trust funds 2,285,814 3,257,792 1,185,342
------------ ----------- ------------
8,121,719 9,000,519 6,854,552
------------ ----------- ------------
Contributions
Interest on loan repayments 288,773 204,448 138,806
Participants 10,822,389 9,485,940 9,676,455
VF Corporation 4,542,628 3,960,222 4,118,120
------------ ----------- ------------
15,653,790 13,650,610 13,933,381
------------ ----------- ------------
Withdrawals (4,975,559) (4,862,648) (3,150,766)
Forfeitures that reduce
VF Corporation contributions (146,621) (71,919) (191,277)
Interest on Employee Stock Ownership
Plan obligation (5,698,769) (5,954,445) (6,173,138)
Net realized gain (loss) on investments 794,846 421,571 (386,635)
Net unrealized (depreciation) appreciation
in fair value of investments (12,820,932) 26,406,953 12,023,944
------------ ----------- ------------
Net increase 928,474 38,590,641 22,910,061
Net assets available for benefits
at beginning of year 95,742,084 57,151,443 34,241,382
------------ ----------- ------------
Net assets available for benefits
at end of year $ 96,670,558 $95,742,084 $ 57,151,443
============ =========== ============
See notes to financial statements.
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VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
MONEY MARKET FUND
-----------------
Years Ended December 31
-----------------------------------------------------------------
1993 1992 1991
---- ---- ----
Investment Income
Income from mutual funds and
bank common trust funds $ 185,319 $ 196,134 $ 411,461
------------ ------------ -----------
185,319 196,134 411,461
------------ ------------ -----------
Contributions
Interest on loan repayments 29,013 26,475 28,836
Participants 965,642 1,160,453 1,717,180
------------ ------------ -----------
994,655 1,186,928 1,746,016
------------ ------------ -----------
Withdrawals (427,805) (582,038) (570,553)
Forfeitures that reduce
VF Corporation contributions (2,177) (1,268) (10,558)
Fund transfers (1,106,278) (1,063,530) (987,938)
------------ ------------ ------------
Net (decrease) increase (356,286) (263,774) 588,428
Net assets available for benefits at
beginning of year 6,718,489 6,982,263 6,393,835
------------ ------------ ------------
Net assets available for benefits at
end of year $ 6,362,203 $ 6,718,489 $ 6,982,263
============ ============ ============
See notes to financial statements.
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VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FIXED INCOME FUND
-----------------
Years Ended December 31
-------------------------------------------------------------------------
1993 1992 1991
---- ---- ----
Investment Income
Interest $ 1,052,117 $ 975,168 $ 947,148
Income from mutual funds and
bank common trust funds 10,278 18,207 29,838
------------ ------------ ------------
1,062,395 993,375 976,986
------------ ------------ ------------
Contributions
Interest on loan repayments 51,108 40,561 38,703
Participants 2,339,497 2,240,187 2,587,408
------------ ------------ ------------
2,390,605 2,280,748 2,626,111
------------ ------------ ------------
Withdrawals (1,157,076) (1,286,865) (987,185)
Forfeitures that reduce
VF Corporation contributions (1,946) (3,233) (18,558)
Net realized loss on investments (12,656) (15,069) (11,682)
Net unrealized (depreciation) appreciation
in fair value of investments (12,832) (30,255) 47,068
Fund transfers, net (303,898) 209,157 (612,377)
------------ ------------ ------------
Net increase 1,964,592 2,147,858 2,020,363
Net assets available for benefits at
beginning of year 14,395,160 12,247,302 10,226,939
------------ ------------ ------------
Net assets available for benefits at
end of year $ 16,359,752 $ 14,395,160 $ 12,247,302
============ ============ ============
See notes to financial statements.
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VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
EQUITY GROWTH & INCOME FUND
---------------------------
Years Ended December 31
------------------------------------------------------------------------
1993 1992 1991
---- ---- ----
Investment Income
Income from mutual funds and
bank common trust funds $ 1,197,977 $ 2,219,621 $ 41,426
----------- ------------ ------------
1,197,977 2,219,621 41,426
----------- ------------ ------------
Contributions
Interest on loan repayments 84,286 55,468 9,571
Participants 3,056,697 2,486,856 625,886
----------- ------------ ------------
3,140,983 2,542,324 635,457
----------- ------------ ------------
Withdrawals (1,170,331) (1,171,833) (190,301)
Forfeitures that reduce
VF Corporation contributions (3,966) (2,564) (6,822)
Net realized gain on investments 117,328 29,069 26,558
Net unrealized appreciation (depreciation)
in fair value of investments 2,097,687 (565,714) 603,421
Fund transfers, net 628,464 442,288 13,080,209
----------- ------------ ------------
Net increase 6,008,142 3,493,191 14,189,948
Net assets available for benefits at
beginning of year 17,683,139 14,189,948 0
Net assets available for benefits at ----------- ------------ ------------
end of year $ 23,691,281 $ 17,683,139 $ 14,189,948
=========== ============ ============
See notes to financial statements.
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VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
EQUITY GROWTH FUND
------------------
Years Ended December 31
------------------------------------------------------------------------------
1993 1992 1991
---- ---- ----
Investment Income
Income from mutual funds and
bank common trust funds $ 877,085 $ 807,786 $ 215,844
------------- ------------- ------------
877,085 807,786 215,844
------------- ------------- ------------
Contributions
Interest on loan repayments 35,211 21,514 4,139
Participants 1,450,084 1,067,754 239,853
------------- ------------- ------------
1,485,295 1,089,268 243,992
------------- ------------- ------------
Withdrawals (409,898) (93,788) (221,738)
Forfeitures that reduce
VF Corporation contributions (1,512) (641) (1,170)
Net realized gain (loss) on investments 5,543 (27,894) 0
Net unrealized appreciation (depreciation)
in fair value of investments 651,820 (417,780) 12,190
Fund transfers, net 2,471,670 501,959 3,777,329
------------- ------------- ------------
Net increase 5,080,003 1,858,910 4,026,447
Net assets available for benefits at
beginning of year 5,885,357 4,026,447 0
Net assets available for benefits at ------------- ------------- ------------
end of year $ 10,965,360 $ 5,885,357 $ 4,026,447
============= ============= ============
See notes to financial statements.
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VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
VF CORPORATION COMMON STOCK FUND
--------------------------------
Years Ended December 31
-----------------------------------------------------------------------
1993 1992 1991
---- ---- ----
Investment Income
Dividends on VF Corporation
Common Stock $ 492,821 $ 432,281 $ 355,576
Income from mutual funds and
bank common trust funds 2,559 2,725 8,522
-------------- -------------- -------------
495,380 435,006 364,098
-------------- -------------- -------------
Contributions
Interest on loan repayments 89,155 60,430 33,614
Participants 3,010,469 2,530,690 2,385,273
-------------- -------------- -------------
3,099,624 2,591,120 2,418,887
-------------- -------------- -------------
Withdrawals (1,023,379) (1,152,194) (587,153)
Forfeitures that reduce
VF Corporation contributions (4,057) (3,145) (12,549)
Net realized gain on investments 506,187 435,465 32,930
Net unrealized (depreciation) appreciation
in fair value of investments (3,612,779) 4,831,401 7,208,353
Fund transfers, net (1,689,958) (89,874) (157,064)
-------------- -------------- -------------
Net (decrease) increase (2,228,982) 7,047,779 9,267,502
Net assets available for benefits at
beginning of year 22,112,456 15,064,677 5,797,175
-------------- -------------- -------------
Net assets available for benefits at
end of year $ 19,883,474 $ 22,112,456 $ 15,064,677
============== ============== =============
See notes to financial statements.
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VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
EMPLOYEE STOCK OWNERSHIP PLAN
-----------------------------
Years Ended December 31
-----------------------------------------------------------------------
1993 1992 1991
---- ---- ----
Investment Income
Dividends on ESOP Preferred Stock $ 4,290,967 $ 4,335,278 $ 4,366,486
Income from mutual funds and
bank common trust funds 12,596 13,319 24,019
-------------- ------------- ------------
4,303,563 4,348,597 4,390,505
-------------- ------------- ------------
Contributions
VF Corporation 4,542,628 3,960,222 4,118,120
-------------- ------------- ------------
4,542,628 3,960,222 4,118,120
-------------- ------------- ------------
Withdrawals (787,070) (575,930) (235,319)
Forfeitures that reduce
VF Corporation contributions (132,963) (61,068) (133,192)
Interest on Employee Stock Ownership
Plan obligation (5,698,769) (5,954,445) (6,173,138)
Net realized gain on investments 178,444 0 0
Net unrealized (depreciation) appreciation
in fair value of investments (11,944,828) 22,589,301 1,724,743
-------------- ------------- ------------
Net (decrease) increase (9,538,995) 24,306,677 3,691,719
Net assets available for benefits at
beginning of year 28,947,483 4,640,806 949,087
-------------- ------------- ------------
Net assets available for benefits at
end of year $ 19,408,488 $ 28,947,483 $ 4,640,806
============== ============= ============
See notes to financial statements.
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VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
EQUITY INCOME FUND
------------------
Year Ended
December 31
-----------
1991
----
Investment Income
Income from mutual funds and
bank common trust funds $ 454,232
-----------
454,232
-----------
Contributions
Interest on loan repayments 23,943
Participants 2,120,855
-----------
2,144,798
-----------
Withdrawals (358,517)
Forfeitures that reduce
VF Corporation contributions (8,428)
Net realized loss on investments (434,441)
Net unrealized appreciation
in fair value of investments 2,428,169
Fund transfers, net (15,100,159)
-----------
Net decrease (10,874,346)
Net assets available for benefits at
beginning of year 10,874,346
-----------
Net assets available for benefits at
end of year $ 0
===========
See notes to financial statements.
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VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
NOTE A -- DESCRIPTION OF THE PLAN
Effective January 1, 1985, VF Corporation (the Corporation) adopted the VF
Corporation Tax-Advantaged Savings Plan for Salaried Employees (the Plan),
which is a cash or deferred plan under Section 401(k) of the Internal Revenue
Code. Under the Plan, certain salaried employees of specified subsidiaries,
having at least one year of credited service, may elect to contribute between
2% and 8% of their compensation to the Plan. The Corporation matches employee
contributions by 50% for up to 6% of compensation contributed by the employee.
Employees remain fully vested in their contributions to the Plan. The
Corporation's matching contributions are vested monthly on a pro rata basis
with full vesting after five years of service or upon normal or late
retirement, disability or death.
Effective January 1990, the Corporation added an Employee Stock Ownership Plan
(ESOP) per an amendment to the Plan. The ESOP purchased 2,105,263 shares of VF
Corporation 6.75% Series B ESOP Convertible Preferred Stock (ESOP Preferred
Stock) for $65.0 million. Each share of ESOP Preferred Stock, which has a
redemption value of $30.88 plus cumulative accrued dividends, is convertible
into an eight-tenths share of VF Corporation Common Stock and is entitled to
one vote. The trustee for the ESOP may convert the ESOP Preferred Stock to
Common Stock at any time or may cause the Corporation to redeem the ESOP
Preferred Stock under certain circumstances. The ESOP Preferred Stock also has
preference in liquidation over all other stock issues. The Corporation's
matching contributions, all of which go to the ESOP, are allocated to employees
in shares of ESOP Preferred Stock. Of the shares of ESOP Preferred Stock owned
by the ESOP, 503,616 shares in 1993 and 375,834 shares in 1992 have been
allocated to employees.
The ESOP's purchase of the ESOP Preferred Stock was funded by a loan of $65.0
million from the Corporation that bears interest at 9.8%. The obligation will
be repaid in increasing installments through 2004 from future Corporation
matching contributions to the ESOP and dividends on the ESOP Preferred Stock.
Effective January 1, 1992, the Plan was amended to exclude certain highly
compensated employees, (Salary Grade 20 and above). Highly compensated
employees have not been permitted to make contributions to the plan since
December 31, 1991 but have continued to direct the investment of their Plan
account balances.
Employee contributions are invested at the direction of the employee in one or
more of the funds administered by the Plan's trustee. The investment programs
of the Plan are as follows:
(a) Money Market Fund: Monies are invested in a money market fund.
(b) Fixed Income Fund: Monies are invested in investment vehicles
that provide a fixed rate of return.
(c) Equity Growth & Income Fund: Monies are invested in
investments with emphasis on capital appreciation.
(d) Equity Growth Fund: Monies are primarily invested in common
stock, securities convertible into common stock and debt
securities.
(e) VF Corporation Stock Fund: Monies are invested in
Common Stock of the Corporation purchased on the open
market at prevailing prices on the New York Stock
Exchange on the date of purchase. Employees can
direct no more than 50% of their contributions to the
VF Corporation Stock Fund.
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19
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE A -- DESCRIPTION OF THE PLAN (Continued)
Individual accounts are maintained for each participant; each account included
the individual's contributions, Corporation matching contributions and
investment funds' earnings. Accounts may become payable upon retirement,
disability, death or termination of employment. Participants may also withdraw
all or a portion of their accounts by filing a written request that
demonstrates financial hardship. Participants may elect to receive
distributions in a lump sum or in an annuity, or accounts may be rolled over
into another IRS-approved tax deferral vehicle. Forfeitures of terminated
participants' nonvested accounts are used to reduce Corporation contributions.
Participants may borrow from their individual account. They are charged
interest at the Morgan Guaranty "Published" prime rate at the time of the loan
and repay the principal within 60 months, or 120 months if the loan is for the
purchase of their primary residence. Participants may borrow up to 100% of the
Money Market Fund and 75% of remaining funds but may not borrow from the
Corporation matching portion. Payment in full is required at termination of
employment. There were 1,273 loans outstanding at December 31, 1993.
Although it has no intent to do so, the Corporation may terminate the Plan in
whole or in part at any time. In the event of termination, participants become
fully vested in their accounts.
The number of participants in each fund was as follows:
Years Ended December 31
-----------------------
1993 1992 1991
---- ---- ----
Money Market Fund 2,549 2,657 2,821
Fixed Income Fund 3,818 3,734 3,524
Equity Growth & Income Fund 4,665 4,125 3,643
Equity Growth Fund 2,776 3,914 3,573
VF Corporation Stock Fund 4,327 1,666 1,199
Employee Stock Ownership Plan 6,214 5,552 5,101
The total number of participants in the Plan was less than the sum of
participants shown above because many were participating in more than one fund.
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20
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE B -- SIGNIFICANT ACCOUNTING POLICIES
Investments are stated at fair value. Securities traded on a national
securities exchange are valued at the last reported sales price on the last
business day of the plan year. The ESOP Preferred Stock is stated at fair
value, based on the greater of 80% of the fair value of the Corporation's
common stock or the preferred stock's stated redemption price. United States
government obligations are valued at cost, which approximates market. For
commercial notes, the Plan trustee has established a fair value based on yields
currently available on comparable instruments. The fair value of the
participation units owned by the Plan in mutual funds and bank common trust
funds is based on quoted redemption values on the last business day of the plan
year. Unallocated insurance contracts are valued at contract values as
estimated by the insurer. Contract value represents contributions made under
the contract, plus interest at the contract rate, less funds used to pay the
insurance company's administrative expenses.
The changes in the difference between fair value and cost of investments are
reflected as unrealized appreciation or depreciation in fair value of
investments in the statements of changes in net assets available for benefits.
In determining the realized gain or loss on investments sold, the cost of
investments has been determined on the average cost basis for marketable
securities and on the identified cost basis for mutual funds and bank common
trust funds, commercial notes and unallocated insurance contracts.
Administrative expenses consisting primarily of fees paid for legal, accounting
and other services are paid directly by the Corporation in accordance with the
Plan Agreement and are based on customary and reasonable rates for such
services.
NOTE C -- INCOME TAXES
The Internal Revenue Service has determined and informed the Company by a
letter dated May 12, 1987 that the Plan is qualified and the trust established
under the Plan is tax-exempt under the appropriate sections of the Code. The
Plan Administrator does not anticipate that changes in the Plan after the date
of the amendments covered by the Internal Revenue Service determination letter
will affect the qualified and tax-exempt status of the Plan and the Trust,
respectively.
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21
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE D -- INVESTMENTS
The net unrealized (depreciation) appreciation in fair value of investments
included in Plan equity is as follows:
Net Unrealized
(Depreciation) Appreciation
in Fair Value for the Years Ended December 31
--------------------------------------------------------------
1993 1992 1991
-------------- ---------------- ---------------
Fair value as determined by
quoted market or stated
redemption price:
VF Corporation Common Stock $ (3,612,779) $ 4,831,401 $ 7,208,353
ESOP Preferred Stock (11,944,828) 22,589,301 1,724,743
Mutual funds and
bank common trust funds 2,749,507 (983,494) 3,043,780
-------------- ---------------- ---------------
(12,808,100) 26,437,208 11,976,876
Fair value as determined by
Plan trustee:
United States government
obligations
Commercial notes (12,832) (30,255) 47,068
Mutual funds and
bank common trust funds
Unallocated insurance contracts
Cash
(12,832) (30,255) 47,068
-------------- ---------------- ---------------
$ (12,820,932) $ 26,406,953 $ 12,023,944
============== ================ ===============
Fair Value
at December 31
--------------------------------------------------------------
1993 1992 1991
-------------- ---------------- ---------------
Fair value as determined by
quoted market or stated
redemption price:
VF Corporation Common Stock $ 18,219,790 $ 21,206,226 $ 14,481,194
ESOP Preferred Stock 75,663,118 88,284,786 66,271,931
Mutual Funds and
bank common trust funds 38,268,505 28,631,723 22,993,410
-------------- --------------- --------------
132,151,413 138,122,735 103,746,535
Fair value as determined by
Plan trustee:
United States government
obligations 13,673,576 11,024,047 8,987,377
Commercial notes 1,041,341 2,044,427 2,160,738
Mutual funds and
bank common trust funds 621,992 807,326 2,098,612
Unallocated insurance contracts 217,487 206,132 193,394
Cash 11,424
--------------- --------------- --------------
15,554,396 14,081,932 13,451,545
--------------- --------------- --------------
$ 147,705,809 $ 152,204,667 $ 117,198,080
=============== =============== ==============
Unrealized appreciation in fair value of investments at December 31, 1993 and
1992 was $20,043,051 and $32,863,983 respectively.
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22
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE D -- INVESTMENTS (Continued)
The net realized gain (loss) on the disposition of investments was as follows:
1993 1992 1991
----------- ----------- -----------
Aggregate proceeds $47,003,365 $42,047,185 $57,139,515
Aggregate cost 46,208,519 41,625,614 57,526,150
----------- ----------- -----------
Net realized gain (loss) $ 794,846 $ 421,571 $ (386,635)
=========== =========== ===========
Of the net realized gain, $684,631, $435,465 and $32,930 related to gains
recognized on the sale of VF Common Stock and the conversion of VF Preferred
Stock for the years ended 1993, 1992 and 1991, respectively.
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23
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE D -- INVESTMENTS (Continued)
The fair value of individual investments that represent 5% or more of the
Plan's net assets at December 31, 1993 and 1992 are as follows:
1993 1992
---------- ----------
ESOP Preferred Stock $75,663,118 $88,284,786
Fidelity Growth & Income Fund 22,264,551 16,899,837
VF Corporation Common Stock 18,219,790 21,206,226
Fidelity Magellan Fund 10,617,124
Kemper Money Market Fund 5,386,830
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24
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1993
NOTE D -- INVESTMENTS (Continued)
NUMBER OF SHARES
NAME OF ISSUER AND TITLE OF ISSUE OR PRINCIPAL AMOUNT FAIR VALUE COST
- --------------------------------- ------------------- ---------- ----
Securities of participating employer:
VF Corporation Common Stock 395,009 $18,219,790 $12,964,413
VF Corporation 6.75% Series B ESOP
Convertible Preferred Stock 2,050,491 75,663,118 63,308,910
----------- ------------
93,882,908 76,273,323
----------- ------------
United States Government Obligations:
Small Business Administration Loans: 12,572,457 12,654,098 12,640,066
(Rates of 5.37% to 10.625%),
Maturities of 3/24/94 to 8/14/08)
N.O.A.A. loan (Rate of 7.975%, Matures 1/2/97) 165,247 165,040 165,040
F.M.H.A. loans (Rates of 6.60% to 9.875%,
Maturities of 2/01/96 to 12/05/04) 848,434 854,438 854,438
----------- ------------
13,673,576 13,659,544
----------- ------------
Other Securities
Mutual funds and bank common trust funds
Kemper Money Market Fund 5,386,830 5,386,830 5,386,830
Fidelity Growth & Income Fund 1,002,005 22,264,551 20,129,157
Fidelity Magellan Fund 149,854 10,617,124 10,370,894
United Missouri Bank Funds
Short-Term Money Market-I 377,978 377,978 377,978
Money Market Account 244,014 244,014 244,014
Commonwealth Life Ins. Co. Contracts 216,514 217,487 216,514
Bethel Marine Inc. 208,000 206,143 206,143
(Rate of 8%, Maturity of 06/07/02)
Patriot Shipping Corporation 324,000 335,826 299,700
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25
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE D -- INVESTMENTS Continued
NUMBER OF SHARES
NAME OF ISSUER AND TITLE OF ISSUE OR PRINCIPAL AMOUNT FAIR VALUE COST
- --------------------------------- ------------------- ---------- ----
Other Securities (continued):
American Telephone & Telegraph
(Maturity of 01/21/94) 250,000 $ 249,545 $ 249,365
US West Communications, Inc.
(Maturity of 01/07/94) 250,000 249,827 249,296
------------- -------------
40,149,325 37,729,891
------------- -------------
$ 147,705,809 $ 127,662,758
============= =============
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