UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): August 21, 2007
V. F. 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.) |
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105 Corporate Center Boulevard
Greensboro, North Carolina
(Address of Principal Executive Offices)
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27408
(Zip Code) |
Registrants telephone number, including area code 336-424-6000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01.
Entry into a Material Definitive Agreement
Item 2.03. Creation of a Direct Financial Obligation.
On August 21, 2007, VF Corporation (the Company), as borrower, entered into a Credit
Agreement with the lenders named therein (the Lenders), Citigroup Global Markets Inc. and Banc of
America Securities LLC, as joint lead arrangers and book managers, Bank of America, N.A., as
syndication agent, and Citibank, N.A., as administrative agent (the Agent). The Credit Agreement
has a stated termination date of August 19, 2008. Subject to the terms and conditions of the
Credit Agreement, the Company may request an extension of the stated termination date for an
additional 364 days. Under the Credit Agreement, the Lenders have agreed to provide advances in an
aggregate principal amount of up to $400,000,000. Interest on the borrowings under the Credit
Agreement at the applicable base rate or Eurodollar rate, in either case plus an applicable margin
and fees. Borrowings under the Credit Agreement may be used for general corporate purposes of the
Company, including, without limitation, in connection with the acquisition of Seven for All
Mankind, LLC and lucy activewear, inc.
The terms of the Credit Agreement include representations and warranties, affirmative and
negative covenants (including certain financial covenants) and events of default that are
customary for credit facilities of this nature. Upon the occurrence, and during the continuance,
of an event of default, including but not limited to nonpayment of principal when due, failure to
perform or observe certain terms, covenants or agreements under the Credit Agreement, and certain
defaults on other indebtedness, the Agent may terminate the obligation of the Lenders under the
Credit Agreement to make advances and declare any outstanding obligations under the Credit
Agreement immediately due and payable. In addition, in the event of an actual or deemed entry of
an order for relief with respect to the Company or any significant subsidiary of the Company under
applicable bankruptcy laws, the obligation of each Lender to make advances shall automatically
terminate and any outstanding obligations under the Credit Agreement shall immediately become due
and payable.
The foregoing description of the Credit Agreement does not purport to be a complete statement
of the parties rights and obligations under the Credit Agreement and the transactions contemplated
by the Credit Agreement. The foregoing description of the Credit Agreement is qualified in its
entirety by reference to the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
The following is furnished as an exhibit to this report:
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10.1 |
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Credit Agreement by and among VF Corporation, as Borrower,
Citibank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication
Agent, Citigroup Global Markets Inc. and Banc of America Securities LLC, as
Joint Lead Arrangers and Book Managers, and the Lenders Party thereto from time
to time as of August 21, 2007 |