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UNIFI, INC.
561,873 SHARES
COMMON STOCK
This Prospectus relates to the registration of 561,873 shares
(the "Shares") of Common Stock (the "Common Stock") of Unifi,
Inc. ("Unifi" or the "Company"). The Shares may be offered and
sold from time to time for the account of certain shareholders of
the Company (the "Selling Shareholders"). The Shares were issued
to the Selling Shareholders in a private placement made in
connection with the acquisition by the Company of SI Holding
Company ("SI Holding"). The Shares may be offered and sold in
transactions on the New York Stock Exchange, Inc. ("NYSE"), in
negotiated transactions, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related
to prevailing market prices or at negotiated prices.
Resales of the Shares by the Selling Shareholders are subject
to prospectus delivery and other requirements of the Securities
Act of 1933, as amended (the "Securities Act"). The Selling
Shareholders and any brokers, dealers or agents that participate
with any of the Selling Shareholders in the distribution of the
Shares may be deemed to be "underwriters" within the meaning of
the Securities Act, and any commissions received by them and any
profit on the resale of the Shares may be deemed to be
underwriting commissions or discounts under the Securities Act.
See "The Selling Shareholders" and "Plan of Distribution."
Unifi will not receive any of the proceeds from the sale of
the Shares, but will bear all expenses incurred in effecting the
registration of the Shares, including all registration and filing
fees, printing expenses, the legal fees of counsel to Unifi and
the legal fees of counsel to the Selling Shareholders up to an
aggregate of $7,500. The Selling Shareholders will bear all
brokerage or underwriting expenses or commissions, if any,
applicable to the Shares and any other fees and expenses not paid
by the Company.
The Common Stock is traded on the NYSE under the symbol "UFI."
On December 16, 1997, the last reported sale price of the Common
Stock on the NYSE was $40.875 per share.
Underwriting
Price Discounts Proceeds Proceeds
to and to Selling to
Public Commissions Shareholders Company
--------- -------- -------------- -------------- ------------
Total Per See Text See Text See Text See Text
Share Above Above Above Above
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND 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 December 17, 1997
AVAILABLE INFORMATION
Unifi is subject to certain of the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as a corporation with a class of securities registered
pursuant to Section 12(b) thereof and in accordance therewith
files certain reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information can be
inspected and copied at the public reference room of the
Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549, and copies of such materials can be obtained by mail from
the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, at prescribed rates.
The Commission maintains an Internet web site that contains
reports, proxy and information statements and other information
regarding issuers who file electronically with the Commission.
The address of that site is http://www.sec.gov. In addition,
copies of such materials are available for inspection and
reproduction at the public reference facilities of the Commission
at its New York Regional Office, 7 World Trade Center, Suite
1300, New York, New York 10048; and at its Chicago Regional
Office, Suite 1400, 500 West Madison Street, Chicago, Illinois
60661-2511. Reports, proxy statements and other information
concerning Unifi also may be inspected at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by Unifi with the
Commission pursuant to Section 13 of the Exchange Act are hereby
incorporated by reference in this Prospectus:
(a) Unifi's Annual Report on Form 10-K for the year
ended June 29, 1997;
(b) Unifi's Quarterly Report on Form 10-Q for the
quarter ended September 28, 1997;
(c) Unifi's Current Report on Form 8-K filed on July 15,
1997; and
(d) The description of the Unifi Common Stock
contained in its Registration Statement on Form
8-A filed with the Commission on May 23, 1990.
All reports and any definitive proxy or information statements
filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Prospectus and prior to the termination of
the offering hereby of the Shares shall be deemed to be
incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will promptly provide without charge to each
person to whom this Prospectus is delivered, upon written or oral
request, a copy of any or all of the documents incorporated
herein by reference (other than exhibits to such documents which
are not specifically incorporated by reference in such
documents). Requests for such copies should be directed to
Willis C. Moore, III, Senior Vice President and Chief Financial
Officer, Unifi, Inc., 7201 West Friendly Avenue, Greensboro,
North Carolina 27410, telephone (910) 294-4410.
THE COMPANY
Unifi is one of the largest and most diversified processors of
yarn in the world, marketing products to over 1,000 customers
worldwide. Unifi, together with its subsidiaries, is engaged in
the business of texturing polyester and nylon filament fiber to
produce polyester and nylon yarns, dyed yarns and spandex yarns
covered with nylon and polyester. Unifi sells its polyester and
nylon products to knitters and weavers that produce fabrics for
the apparel, industrial, ladies' and men's hosiery, home
furnishings, automobile upholstery and other end use markets.
Unifi also has a 34% ownership in Parkdale America, LLC, which is
one of the United States' largest processors of spun cotton yarn and
cotton blend yarns.
Texturing polyester and nylon filament fiber involves the
processing of partially oriented yarn ("POY"), which is either
raw polyester or nylon filament fiber purchased from chemical
manufacturers, to give it greater bulk, strength, stretch,
consistent dyeability and a softer feel, thereby making it
suitable for use in knitting and weaving of fabrics. The
texturing process involves the use of high speed machines to
draw, heat and twist the POY to produce yarn having various
physical characteristics, depending on its ultimate end use. The
POY used by Unifi is produced from the polymerization, extrusion
and spinning of a chemical base. The primary suppliers of POY to
Unifi are E.I. DuPont de Nemours and Co., Nan Ya Plastics Corporation
of America, Hoechst Celanese Corporation and Wellman Industries, Inc.,
with the majority of Unifi's POY being supplied by DuPont.
Unifi maintains a total of 16 manufacturing and warehousing
facilities and one central distribution center in North Carolina,
one manufacturing and related warehousing facility in Staunton,
Virginia, one central distribution center in Fort Payne, Alabama,
and one manufacturing and related warehousing facility in
Letterkenny, County of Donegal, Republic of Ireland. Unifi
maintains sales offices in New York, New York, Coleshill,
England, Lyon, France, and Oberkotzau, Germany, and has a representative
office in Tokyo, Japan.
Unifi also leases its corporate headquarters building at 7201
West Friendly Avenue, Greensboro, North Carolina, telephone
number (910) 294-4410.
USE OF PROCEEDS
The net proceeds from the sale of the Common Stock to which
this Prospectus relates will be received by the Selling
Shareholders, and Unifi will not receive any such proceeds.
SELLING SHAREHOLDERS
The Selling Shareholders, listed below, acquired the Shares in
exchange for shares of SI Holding, which was acquired by Unifi in
a merger transaction consummated on November 14, 1997. The offer
and sale of the Shares was exempt from registration under the
Securities Act pursuant to Section 4(2) thereof. The Company has
agreed to register the Shares for resale by the Selling
Shareholders.
The following table sets forth, as of the date hereof, the
names of the Selling Shareholders, the shares of Common Stock
owned by each of the Selling Shareholders prior to this offering,
the shares of Common Stock to be offered from time to time by
each of them, and the shares of Common Stock to be owned by each
of the Selling Shareholders after completion of this offering.
The information concerning the Selling Shareholders may change
from time to time, and any such changed information will be set
forth in supplements to this Prospectus if and when necessary.
The Company is not aware of any agreements, arrangements or
understandings with respect to the sale of any of the Shares.
The Shares are being registered to permit public secondary
trading of the Shares, and the Selling Shareholders may offer the
Shares for resale from time to time. Except as provided below,
none of the Selling Shareholders has had a material relationship
with Unifi within the past three years other than as a result of
the acquisition and ownership of the Shares. See "Plan of
Distribution."
Selling Shares Shares Being Shares to be
Shareholder Owned(1) Offered(2) Owned After Sale
- ------------------ --------- ------------- -----------------
Lamar Beach(3)(10) 181,545 181,545 0
Gladys C. Beach(3)(10) 181,545 181,545 0
Beach Partners, LP(10) 265,782 265,782 0
Jeffrey L. Beach(4)(10) 21,191 21,191 0
Mary Beach(4) 21,191 21,191 0
Jeffrey L. Beach U/A/D
2/28/92, Hugh F. Beckwith,
Jr., Trustee 24,485 24,485 0
Melanie B. Abbott(5)(10) 21,191 21,191 0
Charles Abbott(5) 21,191 21,191 0
Melanie Beach Abbott U/A/D
2/28/92, Hugh F. Beckwith,
Jr., Trustee 24,485 24,485 0
Hugh F. Beckwith, Jr.(6) 54,455 54,455 0
Donaldson, Lufkin & Jenrette
Securities Corporation, FBO
Hugh F. Beckwith, Jr. 1,469 1,469 0
Fred A. Williams(7) 4,897 4,897 0
Donaldson, Lufkin & Jenrette
Securities Corporation,
FBO Fred A. Williams 979 979 0
Craig Macnab(8) 11,049 11,049 0
J.C. Bradford & Co. Retirement
Accumulation Plan, A/C
Craig Macnab 2,449 2,449 0
MacNeil Advisors 2,449 2,449 0
George R. Perkins, Jr.(9)938,644 1,763 936,881
________________________
(1) Beneficial ownership is determined in accordance with the
rules of the Commission and generally includes voting or
investment power with respect to securities. Except as
indicated in the footnotes to this table, the persons named
in the table have sole voting and investment power with
respect to all of the Shares beneficially owned.
(2) Assumes that each Selling Shareholder will sell all of the
Shares, although there can be no assurance that any or all
of such Shares will be sold.
(3) Includes 172,398 Shares owned directly by Lamar Beach and
9,147 Shares owned directly by Gladys C. Beach, wife of
Lamar Beach.
(4) Includes 16,674 Shares owned directly by Jeffrey L. Beach
and 4,517 Shares owned directly by Mary Beach, the wife of
Jeffrey L. Beach.
(5) Includes 16,674 Shares owned directly by Melanie B. Abbott
and 4,517 Shares owned directly by Charles Abbott, the
husband of Melanie B. Abbott.
(6) Includes 4,016 Shares owned directly by Hugh F.
Beckwith, Jr., 1,469 Shares owned directly by Donaldson,
Lufkin & Jenrette Securities Corporation, FBO Hugh F.
Beckwith, Jr., 24,485 Shares owned by Jeffrey L. Beach
U/A/D 2/28/92, Hugh F. Beckwith, Jr., Trustee (as to which
Mr. Beckwith as Trustee has sole investment and voting
power) and 24,485 Shares owned by Melanie Beach Abbott
U/A/D 2/28/92, Hugh F. Beckwith, Jr., Trustee (as to which
Mr. Beckwith as Trustee has sole investment and voting
power).
(7) Includes 3,918 Shares owned directly by Fred A. Williams
and 979 Shares owned directly by Donaldson, Lufkin &
Jenrette Securities Corporation, FBO Fred A. Williams.
(8) Includes 6,151 Shares owned directly by Craig Macnab, 2,449
Shares owned directly by J.C. Bradford & Co. Retirement
Accumulation Plan, A/C Craig Macnab and 2,449 Shares owned
by MacNeil Advisors, as to which Mr. Macnab disclaims
beneficial ownership.
(9) Mr. Perkins resigned in 1996 as a director and Senior Vice-President
of Unifi.
(10) Beach Partners, L.P., a North Carolina limited partnership
consists of Lamar Beach and the 1997 Beach Family Trust,
Hugh F. Beckwith, Jr., Trustee, as the limited partners
and Beach Management, LLC, a North Carolina limited
liability company as the sole general partner. Lamar
Beach, Jeffrey L. Beach, Melanie B. Abbott and Gladys C.
Beach are the members of Beach Management, LLC.
PLAN OF DISTRIBUTION
Unifi understands that, as of the date hereof, the Selling
Shareholders have not made any arrangement for the offering or
sale of the Shares. Brokers, dealers or agents may participate
in such transactions as agents and may, in such capacity, receive
brokerage commissions, discounts or concessions in amounts to be
negotiated at the time (which compensation may be in excess of
customary commissions) from the Selling Shareholders or from
purchasers of such securities. Brokers, dealers or agents may
also purchase and resell shares of Common Stock of Unifi for
their own account. The Selling Shareholders may indemnify any
broker, dealers or agents that participate in such transactions
against liabilities, including liabilities arising under the
Securities Act. The Selling Shareholders and such brokers,
dealers or agents may be considered "underwriters" as that term
is defined by the Securities Act. Any commissions, discounts or
profits received by such brokers, dealers or agents in connection
with the foregoing transactions may be deemed to be underwriting
discounts and commissions under the Securities Act. Any broker,
dealer or agent may act as a broker, dealer or agent on behalf of
one or more of the Selling Shareholders in connection with the
offering of certain of the Shares of Selling Shareholders.
To comply with the securities laws of certain jurisdictions,
if applicable, the Shares will be offered or sold in such
jurisdictions only through registered or licensed brokers or
dealers. In addition, in certain jurisdictions, the Shares may
not be offered or sold unless they have been registered or
qualified for sale in such jurisdictions or unless an exemption
from such registration or qualification is available and is
complied with.
Pursuant to applicable rules and regulations under the
Exchange Act, any person engaged in a distribution of the Shares
may be limited in its ability to engage in market making
activities with respect to such Shares. In addition and without
limiting the foregoing, the Selling Shareholders will be subject
to applicable provisions of the Exchange Act and the rules and
regulations thereunder which may limit the timing of purchases
and sales of such Shares. All of the foregoing may affect the
marketability of such Shares.
The Shares offered hereby may be offered and sold by the
Selling Shareholders from time to time in transactions on the
NYSE, in negotiated transactions, at fixed prices which may be
changed, at market prices prevailing at the time of sale, at
prices related to the prevailing market prices or at negotiated
prices. Such sales may be made pursuant to an underwritten
offering or pursuant to one or more of the following methods
(among others): (a) purchases by a broker or dealer as principal
and resale by such broker or dealer for its account pursuant to
this Prospectus; (b) ordinary brokerage transactions and
transactions in which a broker solicits purchasers; and (c) block
trades in which a broker or dealer so engaged will attempt to
sell the Shares as agent but may take a position and resell a
portion of the block as principal to facilitate the transaction.
In addition, any Shares that qualify for sale pursuant to Rule
144 under the Securities Act may be sold under Rule 144 rather
than pursuant to the Prospectus, as supplemented.
At the time a particular offer of the Shares is made, to the
extent required, a supplemental Prospectus will be distributed,
which will set forth the number of Shares being offered and the
terms of the offering, including the name or names of any
underwriters, dealers or agents, the purchase price paid by any
underwriter for the Shares, any discounts, commissions and other
items constituting compensation from the Selling Shareholders and
any discounts, concessions or commissions allowed or reallowed or
paid to dealers.
The Selling Shareholders will act independently of Unifi in
making decisions with respect to the timing, manner and size of
each sale. Sales of the Shares are, in general, expected to be
made at the market price prevailing at the time of each such
sale; however, prices in negotiated transactions may differ
considerably.
The Shares were originally issued to the Selling Shareholders
pursuant to an exemption from the registration requirements of
the Securities Act provided by Section 4(2) thereof. Unifi
agreed to register the Shares under the Securities Act. Unifi
further agreed to pay the expenses and fees incurred in
connection with registration of the Shares under Federal law and
the qualification of the Shares for sale under applicable state
laws and to pay the attorneys' fees for the Selling Shareholders
up to an aggregate of $7,500. The Selling Shareholders will pay
any other fees and expenses which they may incur in connection
with their sales of the Shares.
LEGAL OPINIONS
The legality of the Shares has been passed upon for the
Company by Davidoff & Malito LLP, 605 Third Avenue, 34th Floor,
New York, New York 10158.
EXPERTS
The consolidated financial statements of Unifi, Inc.
incorporated by reference in Unifi, Inc.'s Annual Report (Form
10-K) for the year ended June 29, 1997, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their
report thereon incorporated by reference 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.
No dealer, salesman or any other person has been authorized to
give any information or to make any representation not contained
in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized
by the Company or any Selling Shareholder. This Prospectus does
not constitute an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not
authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is
unlawful to make such offer or solicitation. Neither the
delivery of this Prospectus nor any sale of Common Stock made
hereunder shall under any circumstances create any implication
that the information herein is correct as of any time subsequent
to the date hereof or that there has been no change in the
Company's affairs since the date hereof.
TABLE OF CONTENTS
Page
Available Information. . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . 2
The Company. . . . . . . . . . . . 4
Use of Proceeds. . . . . . . . . . 4
Selling Shareholders . . . . . . . 4
Plan of Distribution . . . . . . . 6
Legal Opinions . . . . . . . . . . 8
Experts. . . . . . . . . . . . . . 8
UNIFI, INC.
561,873 SHARES
COMMON STOCK
PROSPECTUS
December 17, 1997