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Pricing Agreement
Goldman, Sachs & Co.,
J.P. Morgan Securities Inc.
c/o Goldman, Sachs & Co.
85 Broad Street,
New York, New York 10004.
April 6, 1994
Dear Sirs:
V.F. Corporation, a Pennsylvania corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated April 30, 1992 (the "Underwriting Agreement"), to
issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives
herein and in the provisions of the Underwriting Agreement so incorporated by
reference shall be deemed to refer to you. Unless otherwise defined herein,
terms defined in the Underwriting Agreement are used herein as therein defined.
The Representatives designated to act on behalf of the Representatives and on
behalf of each of the Underwriters of the Designated Securities pursuant to
Section 12 of the Underwriting Agreement and the address of the Representatives
referred to in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to
the Prospectus, as the case may be, relating
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to the Designated Securities, in the form heretofore delivered to you is now
proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference, the Company agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time
and place and at the purchase price to the Underwriters set forth in Schedule
II hereto, the principal amount of Designated Securities set forth opposite the
name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding,
please sign and return to us five counterparts hereof, and upon acceptance
hereof by you, on behalf of each of the Underwriters, this letter and such
acceptance hereof, including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding agreement between
each of the Underwriters and the Company. It is understood that your
acceptance of this letter on behalf of each of the Underwriters is or will be
pursuant to the authority set forth in a form of Agreement among Underwriters,
the form of which shall be submitted to the Company for examination, upon
request, but without warranty on the part of the Representatives as to the
authority of the signers thereof.
Very truly yours,
V.F. CORPORATION
By:
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Name:
Title:
Accepted as of the date hereof:
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(Goldman, Sachs & Co.)
On behalf of themselves and J.P. Morgan Securities Inc.
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SCHEDULE I
Principal
Amount of
Designated
Securities to
Underwriter be Purchased
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Goldman, Sachs & Co. . . . . . . . . . . . . . . . $ 50,000,000
J.P. Morgan Securities Inc . . . . . . . . . . . . . 50,000,000
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Total . . . . . . . . . $100,000,000
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SCHEDULE II
Title of Designated Securities:
7.60% Notes due April 1, 2004
Aggregate principal amount:
$100,000,000
Price to Public:
99.857% of the principal amount of the Designated Securities, plus
accrued interest from April 1, 1994.
Purchase Price by Underwriters:
99.207% of the principal amount of the Designated Securities, plus
accrued interest from April 1, 1994.
Manner of payment and Specified Funds of purchase price:
Wire transfer of immediately available funds.
Indenture:
Indenture, dated as of January 1, 1987, between the Company and Morgan
Guaranty Trust Company of New York, as Trustee, as supplemented by a
First Supplemental Indenture, dated as of September 1, 1989, among the
Company, Morgan Guaranty Trust Company of New York, as retiring
Trustee, and United States Trust Company of New York, as successor
Trustee.
Maturity:
April 1, 2004
Interest Rate:
7.60% per annum payable semi-annually
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Interest Payment Dates:
April 1 and October 1,
commencing October 1, 1994
Redemption Provisions:
The Notes may not be redeemed prior to April 1, 2001. On or after such
date, the Notes may be redeemed at the option of the Company, at any time as a
whole, or from time to time in part, on not less than 30 nor more than 60 days
notice, at 100% of the principal amount thereof, in each case plus accrued and
unpaid interest (if any) to the date of redemption.
Sinking Fund Provisions:
No sinking fund provisions.
Defeasance Provisions:
Sections 1302 and 1303 of the Indenture shall apply to the Notes.
Time of Delivery:
9:30 a.m., April 13, 1994
Closing Location:
Sullivan & Cromwell
125 Broad Street
New York, NY 10004
Names and addresses of Representatives:
Designated Representatives:
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
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Address for Notices, etc.:
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Other Terms:
N/A
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