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Exhibit 99c
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1998
Commission file number: 1-5256
BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
(Full title of plan)
628 GREEN VALLEY ROAD, SUITE 500
GREENSBORO, NC 27408
(Address of principal executive offices)
(336) 547-6000
(Registrant's telephone number, including area code)
2
Item 1. Changes in the Plan
There were no changes in the Plan.
Item 2. Changes in Investment Policy
Effective January 1, 1998 the following funds were added to the Plan: Vanguard
Money Market Fund, Vanguard Institutional Index Fund, Longleaf Partners
Small-Cap Fund and Baron Asset Fund. Effective January 1, 1998 the following
funds were removed from the Plan: Kemper Money Market Fund and Fidelity Magellan
Fund.
Item 3. Contributions Under the Plan
None. This is a frozen Plan.
Item 4. Participating Employees
There were approximately 1,452 enrolled participants in the Plan as of December
31, 1998.
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 Blue Bell Pension and Profit
Sharing Committee, is comprised of the following officers of the
Corporation: Robert Matthews, President - VF Workwear,Inc., Donald
Laws, President - Western/Rugged Wear, division of VF Jeanswear, Inc.,
and Louis J. Fecile, Vice President - Employee Benefits - VF
Corporation. Each of these individuals is an employee of VF Corporation
(the Corporation). 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 Plan.
Item 6. Custodian of Investments
(a) The Corporation has entered into a Trust Agreement under which Wachovia
Bank & Trust Co., n.a., 301 North Main Street, Winston-Salem, NC 27150,
has been appointed as Trustee under the Plan. Under the terms of the
Trustee Agreement, Wachovia holds and invests all assets of the Plan,
subject to the direction of each of the participants of the Plan
regarding their investment fund or funds. The trustee manages the Fixed
Income Fund and Wachovia Short-Term Investment Fund.
(b) The custodian's compensation is paid by the Plan.
(c) No bond was furnished or is required to be furnished by the Trustee.
Item 7. Reports to Participating Employees
Each participant receives a quarterly statement showing the market values of
investments as of the end of each quarter.
Item 8. Investment of Funds
Each participant by calling the VF Savings Line directs the Plan Administrator
to notify the Trustee to invest his/her own contributions in one or more of the
following funds:
- Money Market Fund
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3
- Fixed Income/GIC Fund
- Balanced Fund
- Equity Growth & Income Fund
- Index 500 Fund
- Small-Cap Value Fund
- Small-Cap Growth Fund
- Foreign Fund
- VF Corporation Common Stock Fund (investing in common stock of the
Corporation)
Brokerage commissions of $14,800, $2,042, and $5,775 for the years ended
December 31, 1998, 1997 and 1996 were paid by the Trustee to acquire the
Corporation's common stock for the Plan.
Item 9. Financial Statements and Exhibits
(a) Financial Statements Page No.
Report of Independent Accountants 5
Statements of Net Assets Available for Benefits, with Fund Information
- December 31, 1998 and 1997
- Combined Plan 6
- Money Market Fund and Fixed Income Fund 7
- Balanced Fund and Equity Growth & Income Fund 8
- Equity Growth Fund 9
- Index 500 Fund and Small-Cap Value Fund 10
- Small-Cap Growth Fund and Foreign Fund 11
- VF Corporation Common Stock Fund 12
- Administrative Account 13
Statements of Changes in Net Assets Available for Benefits, with Fund
Information For the Years Ended December 31, 1998, 1997 and 1996
- Combined Plan 14
- Money Market Fund 15
- Fixed Income Fund 16
- Balanced Fund 17
- Equity Growth & Income Fund 18
- Equity Growth Fund 19
- Index 500 Fund 20
- Small-Cap Value Fund 21
- Small-Cap Growth Fund 22
- Foreign Fund 23
- VF Corporation Common Stock Fund 24
- Administrative Account 25
Notes to Financial Statements 26
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.
Blue Bell Savings, Profit Sharing and Retirement Plan
-----------------------------------------------------
By: /s/ Louis J. Fecile
-----------------------------------
Louis J. Fecile
Vice President - Employee Benefits
VF Corporation
Date: March 22, 1999
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Report of Independent Accountants
Blue Bell Pension Committee
Blue Bell Savings, Profit Sharing and Retirement Plan
We have audited the accompanying statements of net assets available for benefits
of the Blue Bell Savings, Profit Sharing and Retirement Plan as of December 31,
1998 and December 31, 1997, and the related statements of changes in net assets
available for benefits for the three years in the period ended December 31,
1998. 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 Blue Bell
Savings, Profit Sharing and Retirement Plan at December 31, 1998 and December
31, 1997, and the changes in its net assets available for benefits for the three
years in the period ended December 31, 1998 in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The fund information in the statements of
net assets available for benefits and in the statements of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for benefits and changes in net assets
available for benefits of each fund. The fund information has been subjected to
the auditing procedures applied in the audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
Greensboro, North Carolina
March 22, 1999
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
COMBINED PLAN
December 31
----------------------------------
ASSETS 1998 1997
- ------ ------------ ------------
Investments, at fair value
VF Corporation Common Stock - $ 22,792,594 $ 27,783,657
486,242 shares in 1998
597,498 shares in 1997
Other securities 180,137,617 154,749,905
------------ ------------
Total investments 202,930,211 182,533,562
Dividends and interest receivable 2,738,483 2,623,100
------------ ------------
TOTAL ASSETS 205,668,694 185,156,662
------------ ------------
LIABILITIES
Accrued Expenses 180,262 195,790
------------ ------------
TOTAL LIABILITIES 180,262 195,790
------------ ------------
Net Assets Available for Benefits $205,488,432 $184,960,872
============ ============
See notes to financial statements.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
MONEY MARKET FUND AND FIXED INCOME FUND
Money Market Fund Fixed Income Fund
December 31 December 31
----------------------------------- --------------------------------
ASSETS 1998 1997 1998 1997
----------- ----------- ----------- -----------
Investments, at fair value
Other securities $ 5,437,655 $ 4,633,800 $43,770,556 $38,571,431
----------- ----------- ----------- -----------
Total investments 5,437,655 4,633,800 43,770,556 38,571,431
Dividends and interest receivable 0 0 2,738,483 2,604,627
----------- ----------- ----------- -----------
Total Assets 5,437,655 4,633,800 46,509,039 41,176,058
Accrued Expenses 3,999 3,471 32,299 77,928
----------- ----------- ----------- -----------
Net Assets Available for Benefits $ 5,433,656 $ 4,630,329 $46,476,740 $41,098,130
=========== =========== =========== ===========
See notes to financial statements.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
BALANCED FUND AND EQUITY GROWTH & INCOME FUND
Balanced Fund Equity Growth & Income Fund
December 31 December 31
-------------------------------- ---------------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
ASSETS
Investments, at fair value
Other securities $18,192,977 $15,133,879 $66,458,690 $61,906,609
----------- ----------- ----------- -----------
Total investments 18,192,977 15,133,879 66,458,690 61,906,609
Dividends and interest receivable 0 32 0 0
----------- ----------- ----------- -----------
Total Assets 18,192,977 15,133,911 66,458,690 61,906,609
Accrued Expenses 5,532 3,457 39,588 31,896
----------- ----------- ----------- -----------
Net Assets Available for Benefits $18,187,445 $15,130,454 $66,419,102 $61,874,713
=========== =========== =========== ===========
See notes to financial statements.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
EQUITY GROWTH FUND
Equity Growth Fund
December 31
--------------------------------
1998 1997
----------- -----------
ASSETS
Investments, at fair value
Other securities $ 0 $26,423,902
----------- -----------
Total investments 0 26,423,902
Dividends and interest receivable 0 0
----------- -----------
Total Assets 26,423,902
Accrued Expenses 0 20,408
----------- -----------
Net Assets Available for Benefits $ 0 $26,403,494
=========== ===========
See notes to financial statements.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
INDEX 500 FUND & SMALL-CAP VALUE FUND
Index 500 Small-Cap Value
Fund Fund
December 31 * December 31 *
----------- ------------
1998 1998
ASSETS
Investments, at fair value
Other securities $34,163,406 $ 3,656,818
----------- -----------
Total investments 34,163,406 3,656,818
Dividends and interest receivable 0 0
----------- -----------
Total Assets 34,163,406 3,656,818
Accrued Expenses 35,512 330
----------- -----------
Net Assets Available for Benefits $34,127,894 $ 3,656,488
=========== ===========
* Fund was available beginning in 1998.
See notes to financial statements.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
SMALL-CAP GROWTH FUND & FOREIGN FUND
Small-Cap
Growth Fund Foreign Fund
December 31 * December 31
------------ -----------------------------
1998 1998 1997
---------- ---------- ----------
ASSETS
Investments, at fair value
Other securities $5,447,216 $2,884,834 $7,840,772
---------- ---------- ----------
Total investments 5,447,216 2,884,834 7,840,772
Dividends and interest receivable 0 0 0
---------- ---------- ----------
Total Assets 5,447,216 2,884,834 7,840,772
Accrued Expenses 432 1,637 850
---------- ---------- ----------
Net Assets Available for Benefits $5,446,784 $2,883,197 $7,839,922
========== ========== ==========
* Fund was available beginning in 1998.
See notes to financial statements.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
VF CORPORATION COMMON STOCK FUND
VF Corporation Common Stock Fund
December 31
--------------------------------
1998 1997
----------- -----------
ASSETS
Investments, at fair value
VF Corporation Common Stock $22,792,594 $27,783,657
486,242 shares in 1998
597,498 shares in 1997
Other securities 7,106 119,164
----------- -----------
Total investments 22,799,700 27,902,821
Dividends and interest receivable 0 18,441
----------- -----------
Total Assets 22,799,700 27,921,262
LIABILITIES
Accrued Expenses 60,933 57,780
----------- -----------
Net Assets Available for Benefits $22,738,767 $27,863,482
=========== ===========
See notes to financial statements.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
ADMINISTRATIVE ACCOUNT
December 31
-------------------------
1998 1997
-------- --------
ASSETS
Investments, at Fair Value
Other Securities $118,359 $120,348
-------- --------
Net Assets Available for Benefits $118,359 $120,348
======== ========
See notes to financial statements.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
COMBINED PLAN
Year Ended December 31
-------------------------------------------------------------
1998 1997 1996
------------- ------------- -------------
Investment income
Dividends on VF Corporation Common Stock $ 421,579 $ 454,214 $ 477,072
Interest 2,667,976 621,733 1,347,738
Income from mutual funds and
bank common trust funds 7,477,108 9,086,591 9,977,884
------------- ------------- -------------
10,566,663 10,162,538 11,802,694
------------- ------------- -------------
Withdrawals (8,869,337) (7,951,720) (8,352,685)
Expenses (189,117) (162,703) (254,165)
Net realized and unrealized appreciation
in fair value of investments 19,019,351 24,150,836 9,531,300
------------- ------------- -------------
Net increase 20,527,560 26,198,951 12,727,144
Net assets available for benefits
at beginning of year 184,960,872 158,761,921 146,034,777
------------- ------------- -------------
Net assets available for benefits
at end of year $ 205,488,432 $ 184,960,872 $ 158,761,921
============= ============= =============
See notes to financial statements.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
MONEY MARKET FUND
Year Ended December 31
------------------------------------------------------
1998 1997 1996
----------- ----------- -----------
Investment income
Income from mutual funds and
bank common trust funds $ 287,902 $ 235,718 $ 219,951
----------- ----------- -----------
287,902 235,718 219,951
----------- ----------- -----------
Withdrawals (286,461) (866,763) (610,531)
Expenses (552) (2,182) (6,131)
Fund transfers, net 802,438 674,444 457,642
----------- ----------- -----------
Net increase 803,327 41,217 60,931
Net assets available for benefits
Beginning of year 4,630,329 4,589,112 4,528,181
----------- ----------- -----------
End of year $ 5,433,656 $ 4,630,329 $ 4,589,112
=========== =========== ===========
See notes to financial statements.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
FIXED INCOME FUND
Year Ended December 31
----------------------------------------------------------
1998 1997 1996
------------ ------------ ------------
Investment income $ 2,667,976 $ 2,645,610 $ 2,519,956
Interest
------------ ------------ ------------
2,667,976 2,645,610 2,519,956
------------ ------------ ------------
Withdrawals (3,665,951) (3,414,702) (3,501,348)
Expenses (5,297) (31,828) (89,415)
Net realized and unrealized appreciation
(depreciation) in fair value of investments 210,642 73,254 (171,577)
Fund transfers, net 6,171,240 979,681 699,625
------------ ------------ ------------
Net increase (decrease) 5,378,610 252,015 (542,759)
Net assets available for benefits
Beginning of year 41,098,134 40,846,119 41,388,878
------------ ------------ ------------
End of year $ 46,476,744 $ 41,098,134 $ 40,846,119
============ ============ ============
See notes to financial statements.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
BALANCED FUND
Year Ended December 31
----------------------------------------------------------
1998 1997 1996
------------ ------------ ------------
Investment income
Income from mutual funds and
bank common trust funds $ 1,913,885 $ 1,213,816 $ 1,315,574
------------ ------------ ------------
1,913,885 1,213,816 1,315,574
------------ ------------ ------------
Withdrawals (343,159) (240,518) (232,392)
Expenses (2,105) (2,988) (8,393)
Net realized and unrealized appreciation
in fair value of investments 653,651 1,496,785 145,857
Fund transfers, net 834,719 101,309 3,884,729
------------ ------------ ------------
Net increase 3,056,991 2,568,404 5,105,375
Net assets available for benefits
Beginning of year 15,130,454 12,562,050 7,456,675
------------ ------------ ------------
End of year $ 18,187,445 $ 15,130,454 $ 12,562,050
============ ============ ============
See notes to financial statements.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
EQUITY GROWTH & INCOME FUND
Year Ended December 31
----------------------------------------------------------
1998 1997 1996
------------ ------------ ------------
Investment income
Income from mutual funds and
bank common trust funds $ 3,674,047 $ 2,852,255 $ 2,443,422
------------ ------------ ------------
$ 3,674,047 $ 2,852,255 $ 2,443,422
------------ ------------ ------------
Withdrawals (2,325,388) (1,273,785) (1,531,919)
Expenses (7,818) (16,018) (45,001)
Net realized and unrealized appreciation
in fair value of investments 11,788,441 11,654,248 5,797,617
Fund transfers, net (8,584,893) (1,126,768) 1,857,781
------------ ------------ ------------
Net increase 4,544,389 12,089,932 8,521,900
Net assets available for benefits
Beginning of year 61,874,713 49,784,781 41,262,881
------------ ------------ ------------
End of year $ 66,419,102 $ 61,874,713 $ 49,784,781
============ ============ ============
See notes to financial statements.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
EQUITY GROWTH FUND
Year Ended December 31
----------------------------------------------------------
1998 1997 1996
------------ ------------ ------------
Investment income
Income from mutual funds and
bank common trust funds $ 8,624 $ 1,722,985 $ 4,432,448
------------ ------------ ------------
8,624 1,722,985 4,432,448
------------ ------------ ------------
Withdrawals (313,682) (799,578) (900,512)
Expenses 20,177 (11,134) (31,309)
Net realized and unrealized appreciation
(depreciation) in fair value of investments 73,902 3,835,616 (1,655,267)
Fund transfers, net (26,192,515) (1,477,297) (7,047,456)
------------ ------------ ------------
Net increase (decrease) (26,403,494) 3,270,592 (5,202,096)
Net assets available for benefits
Beginning of year 26,403,494 23,132,902 28,334,998
------------ ------------ ------------
End of year $ 0 $ 26,403,494 $ 23,132,902
============ ============ ============
See notes to financial statements.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
INDEX 500 FUND
Year Ended
December 31
1998*
------------
Investment income
Income from mutual funds and
bank common trust funds $ 676,211
------------
676,211
------------
Withdrawals (743,969)
Expenses (35,540)
Net realized and unrealized appreciation
in fair value of investments 6,673,045
Fund transfers, net 27,558,147
------------
Net increase 34,127,894
Net assets available for benefits
Beginning of year 0
------------
End of year $ 34,127,894
============
* Fund was available beginning in 1998.
See notes to financial statements.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
SMALL-CAP VALUE FUND
Year Ended
December 31
1998*
-----------
Investment income
Income from mutual funds and
bank common trust funds $ 444,579
-----------
444,579
-----------
Withdrawals (17,368)
Expenses (354)
Net realized and unrealized (depreciation)
in fair value of investments (144,257)
Fund transfers, net 3,373,888
-----------
Net increase 3,656,488
Net assets available for benefits
Beginning of year 0
-----------
End of year $ 3,656,488
===========
* Fund was available beginning in 1998.
See notes to financial statements.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
SMALL-CAP GROWTH FUND
Year Ended
December 31
1998*
-----------
Investment income
Income from mutual funds and
bank common trust funds $ 5,265
-----------
5,265
-----------
Withdrawals (25,518)
Expenses (456)
Net realized and unrealized appreciation
in fair value of investments 42,545
Fund transfers, net 5,424,948
-----------
Net increase 5,446,784
Net assets available for benefits
Beginning of year 0
-----------
End of year $ 5,446,784
===========
* Fund was available beginning in 1998.
See notes to financial statements.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
FOREIGN FUND
Year Ended December 31
-------------------------------------------------------
1998 1997 1996
----------- ----------- -----------
Investment income
Income from mutual funds and
bank common trust funds $ 319,949 $ 889,786 $ 296,565
----------- ----------- -----------
319,949 889,786 296,565
----------- ----------- -----------
Withdrawals (19,866) (582,359) (221,361)
Expenses (816) (1,423) (3,996)
Net realized and unrealized appreciation
(depreciation) in fair value of investments (447,132) (397,395) 578,374
Fund transfers, net (4,808,860) 306,721 3,726,434
----------- ----------- -----------
Net increase (decrease) (4,956,725) 215,330 4,376,016
Net assets available for benefits
Beginning of year 7,839,922 7,624,592 3,248,576
----------- ----------- -----------
End of year $ 2,883,197 $ 7,839,922 $ 7,624,592
=========== =========== ===========
See notes to financial statements.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
VF CORPORATION COMMON STOCK FUND
Year Ended December 31
----------------------------------------------------------
1998 1997 1996
------------ ------------ ------------
Investment income
Dividends on VF Corporation
Common Stock $ 421,579 $ 454,214 $ 477,072
Income from mutual funds and
bank common trust funds 3,087 8,026 6,046
------------ ------------ ------------
424,666 462,240 483,118
------------ ------------ ------------
Withdrawals (1,135,545) (774,015) (1,354,622)
Expenses (3,238) (11,219) (31,514)
Net realized and unrealized appreciation
in fair value of investments 168,515 7,488,332 4,836,295
Fund transfers, net (4,579,113) 541,910 (3,577,831)
------------ ------------ ------------
Net increase (decrease) 5,124,715 7,707,248 355,446
Net assets available for benefits
Beginning of year, as reported 27,863,482 20,156,234 19,800,788
------------ ------------ ------------
End of year $ 22,738,767 $ 27,863,482 $ 20,156,234
============ ============ ============
See notes to financial statements
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
ADMINISTRATIVE ACCOUNT
Year Ended December 31
-------------------------------------------------
1998 1997 1996
--------- --------- ---------
Investment income
Income from mutual funds and
bank common trust funds $ 143,559 $ 140,128 $ 6,139
--------- --------- ---------
143,559 140,128 6,139
Withdrawals 7,570 0 0
Expenses (153,118) (85,911) 47,117
Fund transfers, net 0 0 (924)
--------- --------- ---------
Net increase (decrease) (1,989) 54,217 52,332
Net assets available for benefits
Beginning of year 120,348 66,131 13,799
--------- --------- ---------
End of year $ 118,359 $ 120,348 $ 66,131
========= ========= =========
See notes to financial statements.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE A - DESCRIPTION OF THE PLAN
General - The Plan is an employee contributory defined contribution plan
covering all salaried employees of Blue Bell, Inc. and certain subsidiaries (the
"Company") who met age and service requirements and were employed prior to
September 30, 1988. VF Corporation ("VF") assumed responsibility for sponsorship
of the plan following VF's acquisition of Blue Bell, Inc. The Plan is a frozen
plan, under which particpants no longer accrue benefits but that will remain in
existence as long as necessary to pay accrued benefits. It is subject to
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
Details of the Plan are available in the booklet "Blue Bell Savings, Profit
Sharing and Retirement Plan".
Vesting - The Plan is frozen, and all participants are fully vested. No further
contributions have or will be made by either the Company or participants.
Participant Accounts - Each participant's account is credited with an allocation
of earnings. Allocation of Plan earnings is based upon the balance each of the
participants has in each of the respective funds.
Employee accounts are invested at the direction of the employee in one or more
of the funds administered by the Plan's trustee. The Trustee also manages the
Wachovia Diversified Short-Term Bond Fund, Wachovia Stable Value Fund, and
Wachovia Short-Term Investment Fund. Members have the opportunity to change
investment elections monthly. A member's investment election will continue in
effect until changed by the member pursuant to a subsequent investment
election. 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 investments that
provide a fixed rate of return.
(c) Balanced Fund: Monies are invested in investments to obtain as
much income as possible, consistent with the preservation and
conservation of capital.
(d) Equity Growth & Income Fund: Monies are invested in
investments that are currently paying dividends and/or offer
prospects for growth of capital and future income, with
emphasis on capital appreciation.
(e) Index 500 Fund: Monies are invested in the 500 stocks that
make up the S&P 500 Stock Price Index.
(f) Small-Cap Value Fund: monies are invested in U.S. common
stocks of small companies whose price is under valued.
(g) Small-Cap Growth Fund: monies invested in small and medium
size companies with under valued assets or favorable growth
prospects.
(h) Foreign Fund: Monies are invested in stocks and debt
obligations of companies and governments outside the United
States.
(i) VF Corporation Common Stock Fund: Monies are invested in
Common Stock of the Corporation purchased 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 Common Stock Fund.
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Distributions - Distributions to participants or their beneficiaries are payable
at the time of normal retirement, early retirement for those who qualify,
qualifying layoff, death, or disability while employed by the Company. In
addition, participants are entitled annually to withdraw the lesser of up to 25%
of their individual account balance or $10,000, for any reason. Various methods
are available for settlement of a participant's vested account balance including
lump-sum cash settlement, periodic payments, and purchase of an annuity.
Distributions are recorded when paid.
Plan Termination - The Board of Directors of the Company may amend, modify, or
terminate the Plan at any time. In the event the Plan is terminated, each member
is entitled to his proportionate share of net assets available for benefits as
of the termination date.
NOTE B - SIGNIFICANT ACCOUNTING POLICIES
General - Accounts of the Plan are maintained on the accrual basis.
Administrative expenses of the Plan are charged to the Plan. Purchases and sales
of securities are recorded on a trade date basis. Investment income is recorded
on the accrual basis.
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 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. Fair value for group insurance contracts
with life insurance companies approximates contract value. Contract value
represents contributions made under the contract, plus interest at the contract
rate, less administrative expenses changed by the insurance companies and less
benefits paid.
The Plan presents in the statement of changes in net assets the net appreciation
(depreciation) in the fair value of its investments, which consists of realized
gains or losses and unrealized appreciation or depreciation on those
investments. Realized gains or losses are calculated on an average cost basis.
Use of Estimates: In preparing financial statements in accordance with generally
accepted accounting principles, management makes estimates and assumptions that
affect amounts reported in the financial statements and accompanying notes.
Actual results may differ from those estimates.
Payment of Benefits: Benefits are recorded when paid.
NOTE C - INCOME TAXES
The Internal Revenue Service has ruled by letter dated March 5, 1987 that the
Plan qualifies under Section 401(a) of the Internal Revenue Code (IRC) and is,
therefore, not subject to tax under present income tax law. Once qualified, the
Plan is required to operate in conformity with the IRC to maintain its
qualification. The Plan has been amended since receiving a tax determination
letter. However, the Pension Administrative Committee is not aware of any course
of action or series of events that have occurred that might adversely affect the
Plan's qualified status. The Plan has been amended since receiving the
determination letter. However, the Plan administrator and the Plan's tax counsel
believe that the Plan is currently designed and is currently being operated in
compliance with the applicable requirements of the IRC.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE D -- INVESTMENTS
Net unrealized appreciation (depreciation) in fair value of investments
included in Plan equity includes the following:
Net Unrealized
Appreciation (Depreciation) in Fair Value
Fair Value for the Year Ended December 31 at December 31
-------------------------------------------- -----------------------------------------
1998 1997 1996 1998 1997 1996
------------ ------------ ------------ ------------ ------------ ------------
Fair value as determined by
quoted market or stated
redemption price:
VF Corporation Common Stock $ (5,714,569) $ 6,625,575 $ 811,617 $ 22,792,594 $ 27,783,657 $ 20,077,403
Mutual funds and
bank common trust funds 8,205,950 14,174,768 3,209,886 180,137,617 154,749,905 137,378,097
------------ ------------ ------------ ------------ ------------ ------------
$ 2,491,381 $ 20,800,343 $ 4,021,503 $202,930,211 $182,533,562 $157,455,500
============ ============ ============ ============ ============ ============
Unrealized appreciation in fair value of investments at December 31, 1998, 1997
and 1996 was $59,151,106, $56,659,770, and $35,859,426, respectively.
Net realized appreciation in fair value of investments includes the following:
Year Ended December 31
--------------------------------------------------------
1998 1997 1996
------------ ------------ ------------
Aggregate proceeds $148,218,936 $ 48,602,478 $ 78,554,102
Aggregate cost 131,690,966 45,251,984 73,044,305
------------ ------------ ------------
Net realized gain $ 16,527,970 $ 3,350,494 $ 5,509,797
============ ============ ============
Of the net realized gain, $5,883,084, $862,757, and $4,024,678, related to
gains recognized on the sale of VF Common Stock for the years ended 1998, 1997
and 1996, respectively.
The fair value of individual investments that represent 5% or more of the Plan's
net assets available for benefits at December 31, 1998 and 1997 are as follows:
1998 1997
----------- -----------
VF Corporation Common Stock $22,792,594 $27,783,657
Wachovia Diversified Fixed Income Fund 21,964,538 17,661,482
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
NOTE TO FINANCIAL STATEMENTS (Continued)
NOTE D -- INVESTMENTS (Continued)
Wachovia Diversified GIC Fund 14,640,485 13,778,360
Fidelity Magellan Fund 0 26,076,221
Fidelity Growth & Income Fund 66,417,407 61,539,648
Fidelity Puritan Fund 18,182,547 15,079,068
Vanguard Institutional Index Fund 34,156,487 0
Investments held at December 31, 1998:
NUMBER OF SHARES
Name of Issuer and Title of Issue OR PRINCIPAL AMOUNT FAIR VALUE COST
- --------------------------------- ------------------- ------------ ------------
Securities of participating employer:
VF Corporation Common Stock 486,242 $ 22,792,594 $ 3,303,890
Other Securities:
Mutual funds and bank common trust funds:
Vanguard Money Market Fund 5,430,313 5,430,313 5,430,313
Fidelity Puritan Fund 905,957 18,182,547 15,970,046
Fidelity Growth & Income Fund 1,448,896 66,417,407 35,432,253
Vanguard Institutional Index Fund 302,672 34,156,487 27,624,276
Longleaf Partners Small Cap Fund 166,597 3,656,815 3,752,461
Baron Asset Fund 107,779 5,447,170 5,198,967
Templeton Foreign Fund 343,816 2,884,616 3,328,233
Wachovia Diversified Short-Term Bond Fund 96,008 21,964,538 21,740,931
Wachovia Stable Value Fund 69,515 14,640,485 14,640,498
New York Life GIC, 7.36%, due 5/12/99 7,000,000 7,000,000 7,000,000
Wachovia Short-Term Investment Fund 357,238 357,238 357,238
------------ ------------
$202,930,211 $143,779,105
============ ============
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NOTE E - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to Form 5500:
1998 1997
------------ ------------
Net assets available for benefits per the financial
statements $205,488,432 $184,960,872
Less amounts allocated to withdrawing participants 869,934 1,861,064
------------ ------------
Net assets available for benefits per Form 5500 $204,618,498 $183,099,808
============ ============
The following is a reconciliation of withdrawals paid to participants per the
financial statements to Form 5500:
1998
-----------
Withdrawals paid to participants per the financial statements $ 8,869,337
Add amounts allocated to withdrawing participants at December 31, 1998 869,934
Less amounts allocated to withdrawing participants at December 31, 1997 (1,861,064)
-----------
withdrawals paid to participants per Form 5500 $ 7,878,207
===========
Amounts allocated to withdrawing participants are recorded on Form 5500 as
withdrawal claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
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