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, 2001
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)
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
TABLE OF CONTENTS
Page No.
Report of Independent Accountants 4
Statements of Net Assets Available for Benefits,
December 31, 2001 and 2000 5
Statements of Changes in Net Assets Available for Benefits -
For the Years Ended December 31, 2001, 2000, and 1999 6
Notes to Financial Statements 7
Supplemental Schedules*:
Schedule H - Line 4i - Schedule of Assets (Held at end of year) 11
* - Other schedules required by Section 2520.103-10 of the
Department of Labor Rules and Regulations for Reporting
and Disclosure under ERISA have been omitted because they
are not applicable.
Exhibit 23.1 - Consent of Independent Accountants 12
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Blue
Bell Pension & Profit Sharing 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/Frank C. Pickard III
-----------------------
Frank C. Pickard III
Vice President, Treasurer
VF Corporation
Date: June 28, 2002
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
Blue Bell Savings, Profit Sharing and Retirement Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Blue Bell Savings, Profit Sharing and Retirement Plan (the "Plan") at
December 31, 2001 and 2000, and the changes in net assets available for benefits
for the three years in the period ended December 31, 2001 in conformity with
accounting principles generally accepted in the United States of America. 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 of these statements in accordance with
auditing standards generally accepted in the United States of America, which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule 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
June 14, 2002
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31
2001 2000
------------ ------------
ASSETS
Investments, at fair value
VF Corporation common stock - $ 11,721,566 $ 13,485,864
300,476 shares in 2001
372,126 shares in 2000
Other securities 134,921,148 160,106,156
------------ ------------
Total investments 146,642,714 173,592,020
------------ ------------
TOTAL ASSETS 146,642,714 173,592,020
------------ ------------
Net Assets Available for Benefits $146,642,714 $173,592,020
============ ============
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
Year Ended December 31
2001 2000 1999
------------- ------------- -------------
Investment income
Interest $ 0 $ 14,219 $ 1,846,177
Dividends on VF Corporation common stock 295,436 329,845 360,724
Income from mutual funds and bank common
trust funds 2,155,793 8,462,753 6,763,880
------------- ------------- -------------
2,451,229 8,806,817 8,970,781
------------- ------------- -------------
Benefits paid to participants (18,914,068) (24,094,324) (19,906,823)
Expenses (fees) (66,150) (87,367) 45,032
Net realized and unrealized appreciation
(depreciation)in fair value of investments (10,420,317) (10,769,080) 5,138,552
------------- ------------- -------------
Net decrease (26,949,306) (26,143,954) (5,752,458)
Net assets available for benefits
at beginning of year 173,592,020 199,735,974 205,488,432
------------- ------------- -------------
Net assets available for benefits
at end of year $ 146,642,714 $ 173,592,020 $ 199,735,974
============= ============= =============
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 Blue Bell Savings, Profit Sharing and Retirement Plan (the "Plan")
is an employee contributory defined contribution plan covering all salaried
employees of former 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 participants 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 earnings of
Plan investments. Earnings are 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 trustees. All Plan assets are trusteed
by Fidelity Management Trust Company with the exception of the Fixed Income Fund
which is trusteed by UMB Bank, n.a. Participants have the opportunity to change
investment elections daily. A participant's investment election will continue in
effect until changed by the participant pursuant to a subsequent investment
election. The investment programs and investment objectives 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) Dividend Growth Fund: Monies are invested in stocks of companies
that have the potential to increase the amount of their dividends or
begin paying them if none are being paid now.
(g) Small-Cap Value Fund: Monies are invested in U.S. common stocks of
small companies whose price is undervalued.
(h) Small-Cap Growth Fund: Monies invested in small and medium size
companies with undervalued assets or favorable growth prospects.
(i) Foreign Fund: Monies are invested in stocks and debt obligations of
companies and governments outside the United States.
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(j) VF Corporation Common Stock Fund: Monies are invested in common
stock of VF 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.
(k) Mutual Fund Window (Self Directed Option): The option allows
participants to select from over 250 mutual funds offered through
Fidelity Investments Funds Net Program and additional Fidelity Fund
options.
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 - Although it has no intent to do so, the Board of Directors of
VF Corporation may amend, modify, or terminate the Plan at any time. In the
event the Plan is terminated, each participant is entitled to his or her
proportionate share of net assets available for benefits as of the termination
date.
NOTE B - SIGNIFICANT ACCOUNTING POLICIES
General - Administrative expenses of the Plan are charged to the Plan. Purchases
and sales of securities are recorded on a trade date 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. Dividends are recorded on the
ex-dividend date.
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.
Risks and Uncertainties: The Plan provides for various mutual fund investment
options in stocks, bonds and fixed income securities. Investments are exposed to
various risks, such as interest rate, market and credit. Due to the level of
risk associated with certain investment securities and the level of uncertainty
related to changes in the value of investment securities, it is at least
reasonably possible that changes in risks in the near term would materially
affect participants' account balances and the amounts reported in the statements
of net assets available for plan benefits and the statements of changes in net
assets available for plan benefits.
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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. However, the Blue Bell Pension and Profit Sharing 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.
NOTE D - INVESTMENTS
The fair value of individual investments that represent 5% or more of the Plan's
net assets available for benefits are as follows:
2001 2000
----------- -----------
VF Corporation Common Stock $11,721,566 $13,485,864
(300,476 and 372,126 shares)
Fidelity Growth & Income Fund 31,371,407 39,465,325
(839,256 and 937,419 shares)
Fidelity Puritan Fund 8,221,370 9,455,723
(465,273 and 502,163 shares)
Fidelity US Equity Index Commingled Pool 16,465,629 25,036,081
(487,870 and 653,513 shares)
ProCapp Fixed Income Fund 40,784,583 49,252,293
(3,512,884 and 3,696,262 shares)
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE D -- INVESTMENTS
Net realized and unrealized appreciation (depreciation) and year end fair value
of investments included in Plan equity consists of the following:
Net Realized & Unrealized
Appreciation (Depreciation) in Fair Value
Fair Value for the Year Ended December 31 At December 31
2001 2000 1999 2001 2000
------------- ------------- ------------- ------------- -------------
Fair value as determined by
quoted market or stated
redemption price:
VF Corporation Common Stock $ 1,178,622 $ 2,595,140 $ (7,080,458) $ 11,721,566 $ 13,485,864
Mutual funds and
bank common trust funds (14,159,954) (16,196,650) 12,219,010 94,136,565 119,853,863
------------- ------------- ------------- ------------- -------------
(12,981,332) (13,601,510) 5,138,552 105,858,131 133,339,727
------------- ------------- ------------- ------------- -------------
Fair value as determined by
Plan trustee:
Mutual funds and
bank common trust funds 2,561,015 2,832,430 0 40,784,583 40,252,293
------------- ------------- ------------- ------------- -------------
$ (10,420,317) $ (10,769,080) $ 5,138,552 $ 146,642,714 $ 173,592,020
============= ============= ============= ============= =============
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BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
Schedule H - Line 4i - Schedule of Assets (Held at end of year)
At December 31, 2001
IDENTITY OF ISSUE, BORROWER, NUMBER OF CURRENT
LESSOR, OR SIMILAR PARTY SHARES COST VALUE
------------------------ ------ ---- -----
*Fidelity Puritan Fund 465,273 $ 8,390,710 $ 8,221,370
*Fidelity Growth & Income Fund 839,256 24,067,113 31,371,407
*Fidelity Diversified International Fund 93,171 1,971,028 1,777,699
*Fidelity Dividend Growth Fund 64,416 1,841,734 1,824,906
*Fidelity Retirement Money Market Portfolio 5,710,182 5,710,182 5,710,182
*Fidelity U.S. Equity Index Commingled Pool 487,870 18,432,481 16,465,629
Baron Asset Fund 70,576 3,516,164 3,137,817
Longleaf Small Cap Fund 93,395 2,038,176 2,024,793
*ProCapp Fixed Income Fund 3,512,884 36,097,630 40,784,583
*VF Corporation Common Stock 300,476 2,981,889 11,721,566
*Mutual Fund Window (Self Directed Option) N/A 27,560,557 23,602,762
------------ ------------
$132,607,664 $146,642,714
============ ============
* represents a party-in-interest
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