UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 Or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 15, 2007
VF CORPORATION
(Exact name of registrant
as specified in charter)
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Pennsylvania
(State or other jurisdiction of incorporation)
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1-5256
(Commission File Number)
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23-1180120
(IRS Employer Identification No.) |
105 Corporate Center Boulevard
Greensboro, North Carolina 27408
(Address of principal executive offices)
Registrants telephone number, including area code: (336) 424-6000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure
Item 8.01 Other Events
On October 15, 2007, V.F. Corporation (the Company), closed its sale of $250 million
aggregate principal amount of 5.950% notes due 2017 (the 2017 Notes) and $350 million aggregate
principal amount of 6.450% notes due 2037 (the 2037 Notes, and together with the 2017 Notes, the
Notes) pursuant to the Underwriting Agreement, dated October 10, 2007, among the Company,
Citigroup Global Markets Inc. and Banc of America Securities LLC, as representatives of the several
underwriters named therein. The Notes have been registered under the Securities Act of 1933 (the
Act) pursuant to a registration statement on Form S-3 (File No. 333-146594) previously filed with
the Securities and Exchange Commission under the Act.
The net proceeds received by the Company, after deducting the underwriting discount and
estimated offering expenses payable by the Company, was approximately $592 million. The Company
intends to use the net proceeds from the offering for general corporate purposes, including the
repayment of debt under its existing bridge loan facility. The Notes are the unsecured obligations
of V.F. Corporation and rank equally with all of its other unsecured and unsubordinated
indebtedness.
The Notes were issued pursuant to an Indenture, dated as of October 15, 2007, between the
Company and The Bank of New York Trust Company, N.A., as Trustee (the Trustee), as amended by the
First Supplemental Indenture, dated as of October 15, 2007, between the Company and the Trustee (as
so amended, the Indenture). The 2017 Notes will bear interest at a rate of 5.950% per year and
the 2037 Notes will bear interest at the rate of 6.450% per year. Interest on the notes is
payable semi-annually in arrears on May 1 and November 1 of each year, commencing on May 1, 2008.
The 2017 Notes will mature on November 1, 2017, and the 2037 Notes will mature on November 1, 2037.
The forgoing description of the issuance, sale and terms of the Notes does not purport to be
complete and is qualified in its entirety by reference to the Underwriting Agreement, the Indenture
and the First Supplemental Indenture entered into in connection therewith. The Underwriting
Agreement and the Supplemental Indenture are attached hereto as Exhibits 1.1 and 4.2 and the
Indenture is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
The following are furnished as exhibits to this report:
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1.1 |
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Underwriting Agreement, dated as of October 10, 2007 among V.F. Corporation, Citigroup
Global Markets and Banc of America Securities LLC, as representatives of the several underwriters
named therein. |
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4.1 |
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Form of Indenture (Filed as Exhibit 4.1 to the Companys Registration Statement on Form
S-3 (File No. 333- 146594 and incorporated herein by reference). |
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4.2 |
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First Supplemental Indenture, dated as of October 15, 2006, between V.F. Corporation and
The Bank of New York Trust Company, N.A. |
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4.3 |
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Form of 5.950% Notes due 2017. |
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4.4 |
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Form of 6.450% Notes due 2037. |