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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
V.F. CORPORATION
(Exact Name of Registrant as Specified in Charter)
PENNSYLVANIA 23-1180120
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation or Organization)
628 GREEN VALLEY ROAD
GREENSBORO, NORTH CAROLINA 27408
(Address of Registrant's Principal Executive Offices)
BLUE BELL SAVINGS, PROFIT
SHARING AND RETIREMENT PLAN
(FULL TITLE OF THE PLAN)
CANDACE S. CUMMINGS, ESQ.
VICE PRESIDENT - ADMINISTRATION, GENERAL COUNSEL AND SECRETARY
V.F. CORPORATION
P.O. BOX 21488
GREENSBORO, NORTH CAROLINA 27420
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(336) 547-6000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SHARES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE
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COMMON STOCK 250,000 $41.41 $10,352,500.00 $2,878.00
(NO PAR VALUE; STATED
CAPITAL $1.00 PER SHARE)
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of: (a) interests to
be offered or sold pursuant to the employee benefit plan described herein, and
(b) additional shares which may be necessary to adjust the number of shares
reserved for issuance pursuant to the Blue
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Bell Savings, Profit Sharing and Retirement Plan for any future stock split,
stock dividend or similar adjustment of the outstanding Common Stock of the
registrant.
(2) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee.
Explanatory Note
Pursuant to General Instruction E of Form S-8, this Registration
Statement is being filed in order to register additional shares of Common
Stock, no par value, stated capital $1.00 per share, of V.F. Corporation (the
"Company"), with respect to a currently effective Registration Statement on
Form S-8 of the Company relating to the Company's Blue Bell Savings, Profit
Sharing and Retirement Plan.
The contents of Registration Statement on Form S-8 as filed on June 24,
1991, Registration No. 33-41241, as amended, are incorporated by reference
into this Registration Statement.
Item 8. Exhibits.
Exhibit No. Description
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*5.1 Opinion of Counsel re: ERISA.
*5.2 Internal Revenue Service determination letter confirming
that the Plan is qualified under Section 401 of the
Internal Revenue Code.
23 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney.
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* Previously Filed.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Greensboro, North Carolina on the 11th day of February, 1999.
V.F. CORPORATION
By: /s/Mackey J. McDonald
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Mackey J. McDonald
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Mackey J. McDonald President and February 11, 1999
- ---------------------- Chief Executive Officer
Mackey J. McDonald
/s/ Robert K. Shearer Vice President - Finance February 11, 1999
- -------------------------- and Chief Financial Officer
Robert K. Shearer
/s/ Timothy R. Wheeler Controller February 11, 1999
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Timothy R. Wheeler
DIRECTORS
Robert D. Buzzell* George Fellows* William E. Pike*
Edward E. Crutchfield* Robert J. Hurst* M. Rust Sharp*
Ursula F. Fairbairn* Mackey J. McDonald*
Barbara S. Feigin*
Date: February 11, 1999 * By: /s/ Mackey J. McDonald
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Mackey J. McDonald,
Attorney-In-Fact
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Greensboro, North Carolina, on the
9th day of February, 1999.
BLUE BELL SAVINGS, PROFIT
SHARING AND RETIREMENT PLAN
By: BLUE BELL PROFIT SHARING
COMMITTEE, Plan Administrator
By: /s/ Louis J. Fecile
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Louis J. Fecile
Committee Member
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EXHIBIT INDEX
23 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney