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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 1994
REGISTRATION NO. 33-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
RUSSELL CORPORATION
(Exact name of registrant as specified in its charter)
ALABAMA 63-0180720 LEE STREET
(State or other jurisdiction of (I.R.S. Employer ALEXANDER CITY, ALABAMA 35010
incorporation or organization) Identification No.) (205) 329-4000
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
STEVE R. FOREHAND
RUSSELL CORPORATION
LEE STREET
ALEXANDER CITY, ALABAMA 35010
(205) 329-4000
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
with a copy to:
JOHN K. MOLEN, ESQ.
BRADLEY, ARANT, ROSE & WHITE
1400 PARK PLACE TOWER
2001 PARK PLACE
BIRMINGHAM, ALABAMA 35203
(205)521-8000
__________________________
Approximate date of commencement of proposed sale of the securities to the
public: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES
EFFECTIVE.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities only in connection with dividend or interest
reinvestment plans, check the following box. [x]
__________________________
CALCULATION OF REGISTRATION FEE
============================================================================================================
Title of each class Proposed maximum Proposed maximum Amount of
of securities Amount offering price aggregate registration
to be registered to be registered per unit* offering price* fee
- -------------------- ---------------- ---------------- ---------------- ------------
Common Stock 339,455 shares $28.13 $9,547,171.88 $3,292.13
============================================================================================================
* Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS
RUSSELL CORPORATION
339,455 Shares of Common Stock
(Par Value $0.01 Per Share)
This Prospectus may be used by each of the shareholders (the "Selling
Shareholders") of DeSoto Mills, Inc., an Alabama corporation (the "Company"),
to sell up to an aggregate 339,455 shares of common stock of Russell
Corporation, an Alabama corporation ("Russell"), par value $0.01 per share (the
"Common Stock"), which shares were obtained by the Selling Shareholders
pursuant to an Agreement and Plan of Merger dated February 25, 1994, as amended
by Amendment No. 1 to the Agreement and Plan of Merger, dated March 30, 1994
(collectively, the "Merger Agreement"), among Russell, Tubeco, Inc., an Alabama
corporation and wholly- owned subsidiary of Russell ("Subsidiary"), the
Company, John K. Tcherneshoff, Robert H. Yoe, III and Susan T. McCurdy.
Pursuant to the Merger Agreement, Subsidiary was merged into the Company, and
the shares of common stock of the Company held by the Selling Shareholders were
converted into 340,715 shares of Common Stock. In connection with the Merger,
Russell, Subsidiary, the Selling Shareholders and AmSouth Bank N.A., a national
bank having its principal offices in Birmingham, Alabama (the "Escrow Agent"),
entered into that certain Escrow Agreement dated as of April 1, 1994 (the
"Escrow Agreement"), whereby 85,162 shares of the Common Stock issued in the
Merger were delivered to the Escrow Agent, to be distributed in accordance with
the terms and conditions of the Escrow Agreement. Pursuant to the Escrow
Agreement, the Escrow Agent has delivered 1,260 shares of Common Stock to
Russell, leaving 83,902 shares of Common Stock held in escrow and a maximum of
339,455 shares of Common Stock to be sold by the Selling Shareholders. All
proceeds from the sale of such shares of Common Stock will inure to the benefit
of the Selling Shareholders, and Russell will not participate in any way in
such proceeds.
It is contemplated that the shares will be sold principally by the
Selling Shareholders in transactions over the New York Stock Exchange, Inc.
(the "NYSE") at prevailing market prices, although sales may also be made over
regional or other securities exchanges at prevailing market prices and in
privately negotiated transactions at negotiated prices. Some or all of such
shares may be sold in transactions involving broker-dealers who will act solely
as agent for the Selling Shareholders.
Russell's Common Stock is listed on the NYSE and the Pacific Stock
Exchange Incorporated (the "PSE"). On June 28, 1994, the closing sales
price reported by the NYSE for the Common Stock was $29 1/4 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
___________________________________________
THE DATE OF THIS PROSPECTUS IS JUNE 29, 1994
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AVAILABLE INFORMATION
Russell is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy and information statements and other information
filed by Russell may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's Regional Offices at 7 World Trade Center, Suite 1300,
New York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. The Common Stock is listed on the NYSE, and such
materials may also be inspected at the offices of such exchange at 20 Broad
Street, New York, New York 10005. The Common Stock also is listed on the PSE,
and such materials may be inspected at the offices of such exchange at 301 Pine
Street, San Francisco, California 94104.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Russell with the Commission are
incorporated by reference herein:
(i) Russell's Annual Report on Form 10-K for the year ended
January 1, 1994 (Commission File No. 0-1790);
(ii) Russell's Quarterly Report on Form 10-Q for the quarter ended
April 3, 1994 (Commission File No. 0-1790); and
(iii) The description of the Common Stock of Russell appearing in
Russell's Registration Statement on Form S-4 (Registration No.
33-24735), under the caption "DESCRIPTION OF CAPITAL STOCK -
Common Stock," as filed on September 26, 1988 pursuant to the
Securities Act of 1933, as amended (the Securities Act"), and
appearing in Russell's Registration Statement on Form 8-A
(Commission File No. 1-5822) at Exhibit 1, as filed on October
30, 1989 pursuant to the Exchange Act.
All documents filed by Russell pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act, after the date of the Prospectus and prior to the
termination of the offering of the Common Stock offered hereby, shall be deemed
to be incorporated by reference and to be a part of the Prospectus from the
date of the filing of such documents. Any statement contained in a document
incorporated by reference herein or contained herein shall be deemed to be
modified or superseded to the extent that a statement herein or in a document
subsequently incorporated by reference herein shall modify or supersede such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
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Russell undertakes to provide, without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon
written or oral request of such person, a copy of any and all of the
information that has been incorporated by reference in this Prospectus (not
including exhibits to the information that is incorporated by reference unless
such exhibits are specifically incorporated by reference into the information
that this Prospectus incorporates). Such a request is to be directed to the
attention of the Secretary, Russell Corporation, Lee Street, Alexander City,
Alabama 35010 (telephone number: 205/329-4000).
REGISTRATION STATEMENT AND CERTAIN OTHER MATTERS
A registration statement in respect of the shares of Common Stock of
Russell offered by this Prospectus has been filed with the Commission under the
Securities Act. For further information pertaining to Russell and such shares,
reference is made to such registration statement and to the exhibits and
financial statements filed therewith or incorporated by reference therein as a
part thereof. Statements in the Prospectus as to the contents of any document
are not necessarily complete, and each such statement is qualified in all
respects by reference to the copy of such documents so filed or incorporated by
reference.
No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus in connection with
any offer to sell or sale of the securities with respect to which this
Prospectus is issued and, if given or made, such information or representation
must not be relied upon as having been authorized. The delivery of this
Prospectus at any time does not imply that the information herein is correct as
of any time subsequent to its date. This Prospectus does not constitute an
offer to sell to or a solicitation of an offer to buy from any person in any
state in which any such offer or solicitation would be unlawful.
IDENTITY OF ISSUER
The principal executive offices of Russell are located at Lee Street,
Alexander City, Alabama 35010, and its telephone number is (205) 329-4000.
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THE SELLING SHAREHOLDERS
AND
THE SHARES OF COMMON STOCK TO BE OFFERED
The following table sets certain information as of the date of the
Prospectus regarding the beneficial ownership by the Selling Shareholders of
the Common Stock:
Number of shares Number of Number of shares
of Common Stock shares of of Common Stock
beneficially owned Common Stock beneficially owned
Name before offering to be sold after offering
- -------------------- ------------------ ------------ ------------------
John K. Tcherneshoff 220,578 220,578 0
Robert H. Yoe, III 84,894 84,894 0
Susan T. McCurdy 33,921 33,921 0
Sandy Reece 61 61 0
The Selling Shareholders received the shares of Common Stock being
offered pursuant to this Prospectus in a transaction described in the Merger
Agreement. Pursuant to the terms of the Merger Agreement, Subsidiary was
merged into the Company and the outstanding capital stock of the Company was
converted into 340,715 shares of Common Stock of Russell and cash of $44.10,
representing fractional shares of Common Stock. In connection with the Merger,
Russell, Subsidiary, the Selling Shareholders and the Escrow Agent entered into
the Escrow Agreement, whereby 85,162 shares of the Common Stock issued in the
Merger were delivered to the Escrow Agent, to be distributed in accordance with
the terms and conditions of the Escrow Agreement. Pursuant to the Escrow
Agreement, the Escrow Agent has delivered 1,260 shares of Common Stock to
Russell, leaving 83,902 shares of Common Stock held in escrow and a maximum of
339,455 shares of Common Stock to be sold by the Selling Shareholders. The
terms of the Merger Agreement provided that Russell, at its own expense, would
register under the Securities Act the shares of Common Stock issued to the
Selling Shareholders in the Merger, and the purpose of this Prospectus is to
register for resale by the Selling Shareholders 339,455 shares of Common Stock
held by the Selling Shareholders.
Russell's Common Stock is listed on the NYSE and the PSE. It is
expected that sales of the Common Stock hereunder principally will be made in
transactions on the NYSE at the market price then prevailing, although sales
also may be made over regional or other securities exchanges at the market
price then prevailing or in privately negotiated transactions at a negotiated
price. Sales of shares of Common Stock effected on the NYSE or regional or
other securities exchanges may be effected through licensed broker-dealers who
will act as agent for the Selling Shareholders.
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USE OF PROCEEDS
All sales of shares of Common Stock by the Selling Shareholders
pursuant to this Prospectus shall be for the respective accounts of such
Selling Shareholders. No part of the proceeds realized from such transactions
will inure to the benefit of Russell.
INDEMNIFICATION
Under the terms of Russell's Bylaws, officers and directors of Russell
are entitled to indemnification by Russell in certain instances, and Russell
also maintains officers' and directors' liability insurance insuring its
officers and directors from certain liabilities and expenses. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted under the Merger Agreement or may be permitted to directors, officers
or persons controlling Russell pursuant to the foregoing provisions of the
Bylaws, Russell has been informed that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
LEGAL OPINION
The legality of the securities offered hereby has been passed upon by
Messrs. Bradley, Arant, Rose & White, counsel for Russell. As of the date of
the Prospectus, members and associates of the firm of Bradley, Arant, Rose &
White beneficially own approximately 22,000 shares of Common Stock of Russell.
EXPERTS
The consolidated financial statements of Russell incorporated by
reference from Russell's Annual Report on Form 10-K for the fiscal year ended
January 1, 1994 have been audited by Ernst & Young, independent auditors, as
set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Commission registration fee $ 3,292.13
*Accountants' fees and expenses 3,000.00
*Legal fees and expenses 5,000.00
*State qualification fees and expenses 0.00
*Miscellaneous 200.00
----------
*Total $11,492.13
==========
__________________________________
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 10-2A-21 of the Alabama Business
Corporation Act, Article VII of the Bylaws of Russell provides for
indemnification of directors, officers and employees in certain instances. The
provisions of Article VII provide as follows:
Article VII. Indemnification of Directors, Officers and Employees.
Section 7.1 The Corporation shall indemnify any person who
was or is party or is threatened to be made a party to any threatened,
pending, or completed claim, action, suit or proceeding, whether
civil, criminal, administrative or investigative, including appeals
(other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such claim, action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any claim, action, suit
or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, and with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
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Section 7.2 The corporation shall indemnify any person who
was or is a party to any threatened, pending or completed claim,
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue, or matter as to which such
person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless
and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnity for
such expenses which such court shall deem proper.
Section 7.3 To the extent that a director, officer, employee
or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
sections 7.1 and 7.2, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith, notwithstanding that he has not been successful on any
other claim, issue or matter in any such action, suit or proceeding.
Section 7.4 Any indemnification under sections 7.1 and 7.2
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of
conduct set forth in sections 7.1 and 7.2. Such determination shall
be made (a) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to, or who have been
wholly successful on the merits or otherwise with respect to, such
claim, action, suit or proceeding, or (b) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (c)
by the shareholders.
Section 7.5 Expenses (including attorneys' fees) incurred in
defending a civil or criminal action, suit, or proceeding may be paid
by the corporation in advance of the final disposition of such claim,
action, suit, or proceeding as authorized in the manner provided in
section 7.4 upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount if and to
the extent that it shall be ultimately determined that he is not
entitled to be indemnified by the corporation as authorized in this
Article VII.
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Section 7.6 The indemnification provided by this Article VII
shall not be deemed exclusive of and shall be in addition to any other
rights to which those indemnified may be entitled under any statute,
rule of law, provisions or articles of incorporation, bylaw,
agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 7.7 The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, partner, employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify
him against such liability under the provisions of this Article VII.
The indemnification provisions of Article VII of Russell's
Bylaws are not exclusive and are in addition to any other rights to which the
officers and directors may be entitled under any other statute, rule of law,
agreement or otherwise. Russell also maintains directors' and officers'
liability insurance insuring its directors and officers from certain
liabilities and expenses.
ITEM 16. EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2 Agreement and Plan of Merger, dated February 25, 1994, among Russell Corporation, Tubeco, Inc., DeSoto Mills, Inc.
and John K. Tcherneshoff, Robert H. Yoe, III and Susan T. McCurdy.
4(a) Composite Restated Articles of Incorporation of Russell Corporation.
*4(b) Certificate of Adoption of Resolutions by Board of Directors of Russell Corporation which was filed as Exhibit 4(b)
to Russell's Quarterly Report on Form 10-Q for the quarter ended October 1, 1989 (File No. 0-1790).
*4(c) Rights Agreement dated October 25, 1989 between Russell and First Alabama Bank, Montgomery, Alabama, which was
filed as Exhibit 1 to Form 8-A dated October 30, 1989 (Registration No. 1-5822).
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5 Opinion of Bradley, Arant, Rose & White as to the legality of the securities being offered by the Prospectus.
23(a) Consent of Ernst & Young with respect to financial statements of Russell.
23(b) Consent of Bradley, Arant, Rose & White (contained in Exhibit 5).
24 Powers of attorney.
__________________________
*Incorporated by reference.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers and sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
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(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant 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 securities being registered, the Registrant 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.
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SIGNATURES
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-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Alexander City, State of Alabama, on
June 27, 1994.
RUSSELL CORPORATION
By /s/ JOHN C. ADAMS
------------------------------------------
John C. Adams
Chairman, 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.
/s/ JOHN C. ADAMS Chairman, President, June 27, 1994
- ------------------------ Chief Executive Officer
John C. Adams and Director
/s/ JAMES D. NABORS Executive Vice President, June 27, 1994
- ------------------------ Chief Financial Officer
James D. Nabors and Director (Principal
Financial Officer)
/s/ LARRY E. WORKMAN Controller (Principal June 27, 1994
- ------------------------ Accounting Officer)
Larry E. Workman
* Director June 27, 1994
- ------------------------
Herschel M. Bloom
* Director June 27, 1994
- ------------------------
Ronald G. Bruno
* Director June 27, 1994
- ------------------------
H. Scott Howell
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* Director June 27, 1994
- ------------------------
Glenn Ireland II
* Director June 27, 1994
- ------------------------
Crawford T. Johnson III
* Director June 27, 1994
- ------------------------
C. V. Nalley III
* Director June 27, 1994
- ------------------------
Benjamin Russell
* Director June 27, 1994
- ------------------------
John R. Thomas
* Director June 27, 1994
- ------------------------
John A. White
*By /s/ James D. Nabors June 27, 1994
--------------------
James D. Nabors
Attorney-in-Fact
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INDEX TO EXHIBITS
PAGE IN
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION FILING
----------- ----------- ------
2 Agreement and Plan of Merger, dated February 25, 1994, among
Russell Corporation, Tubeco, Inc., DeSoto Mills, Inc. and John
K. Tcherneshoff, Robert H. Yoe, III and Susan T. McCurdy.
4(a) Composite Restated Articles of Incorporation of Russell Corporation.
*4(b) Certificate of Adoption of Resolutions by Board of Directors of
Russell Corporation which was filed as Exhibit 4(b) to Russell's
Quarterly Report on Form 10-Q for the quarter ended October 1,
1989 (File No. 0-1790).
*4(c) Rights Agreement dated October 25, 1989 between Russell and
First Alabama Bank, Montgomery, Alabama, which was filed as
Exhibit 1 to Form 8-A dated October 30, 1989 (Registration
No. 1-5822).
5 Opinion of Bradley, Arant, Rose & White as to the legality of
the securities being offered by the Prospectus.
23(a) Consent of Ernst & Young with respect to financial statements of
Russell.
23(b) Consent of Bradley, Arant, Rose & White (contained in Exhibit
5).
24 Powers of attorney.
__________________________
*Incorporated by reference.
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