UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

 (Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 [Fee Required]
For the fiscal year ended              October 2, 1999

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required] For the transition period from to

Commission File Number                               0-23161

                      Tropical Sportswear Int'l Corporation
             (Exact name of registrant as specified in its charter)

                 Florida                                 59-3424305
    (State or other jurisdiction of                    I.R.S. Employer
     incorporation or organization)                   Identification No.

    4902 W. Waters Avenue  Tampa, FL                     33634-1302
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code   (813) 249-4900

Securities registered pursuant to Section 12(b) of the Act:

          None

Securities registered pursuant to Section 12 (g) of the Act:

          Common Stock, par value $.01 per share

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days [X] Yes [ ] No


Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
          [X]

As of December 15, 1999 there were 7,622,255 shares of Common Stock outstanding.
The  aggregate  market value of the Common Stock held by  non-affiliates  of the
registrant (assuming for purposes of this calculation,  without conceding,  that
all executive officers and directors are  "affiliates"),  based on the last sale
price  reported on the Nasdaq  National  Market as of  December  15,  1999,  was
approximately $51,286,194.00.


<PAGE>


                       DOCUMENT INCORPORATED BY REFERENCE:

Portions of the Proxy Statement of the Annual Meeting of the  Shareholders to be
held on February 2, 2000 are incorporated by reference in Part III.

                      TROPICAL SPORTSWEAR INT'L CORPORATION

                             FORM 10-K ANNUAL REPORT
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I                                                                               Page No.

<S>        <C>                                                                              <C>
Item 1     Business                                                                          3
Item 2     Properties                                                                       12
Item 3     Legal Proceedings                                                                13
Item 4     Submission of Matters to a Vote of Security Holders                              13

PART II

Item 5     Market for Registrant's Common Equity and Related Shareholder Matters            14
Item 6     Selected Financial Data                                                          14
Item 7     Management's Discussion and Analysis of Financial Condition and Results
           of Operations                                                                    15
Item 7A    Quantitative and Qualitative Disclosures About Market Risk                       26
Item 8     Financial Statements and Supplementary Data                                      27
Item 9     Changes in and Disagreements with Accountants on Accounting and Financial
           Disclosure                                                                       27

PART III

Item 10    Directors and Executive Officers of the Registrant                               27
Item 11    Executive Compensation                                                           27
Item 12    Security Ownership of Certain Beneficial Owners and Management                   27
Item 13    Certain Relationships and Related Transactions                                   27

PART IV

Item 14    Exhibits, Financial Statement Schedules and Reports on Form 8-K                  28
</TABLE>

Certain  statements  contained  in this  report on Form 10-K that are not purely
historical may be forward looking statements, including statements regarding the
Company's expectations,  hopes, beliefs, intentions, or strategies regarding the
future.  Forward looking statements include  statements  regarding,  among other
things: (i) the Company's backlog and sales; (ii) potential  acquisitions by the
Company;  (iii)  the  Company's  financing  plans;  (iv)  trends  affecting  the
Company's financial condition or results of operations; (v) the Company's growth
strategy,  operating strategy, and financing strategy;  (vi) the declaration and
payment of dividends; (vii) regulatory matters affecting the Company; and (viii)
the outcome of certain litigation involving the Company.  Prospective  investors
are cautioned  that any such  forward-looking  statements  are not guarantees of
future performance and involve risks and uncertainties,  and that actual results
may differ materially from those projected in the forward looking  statements as
a result of various  factors.  All forward looking  statements  included in this
document are based on  information  available to the Company on the date hereof,
and the  Company  assumes  no  obligation  to update  any such  forward  looking
statement.  Among  the  factors  that  could  cause  actual  results  to  differ
materially  are the  factors  detailed in Items 1 through 3 and 7 of this report
and the risks discussed under "Management's Discussion and Analysis of Financial
Condition  and Results of  Operations - Risk  Factors  Affecting  the  Company's
Business and Prospects" in Item 7. Prospective investors should also consult the
risk factors listed from time to time in the Company's  other reports filed with
the Securities and Exchange Commission.


<PAGE>


                                                                PART I

Item 1.  Business

General

           Tropical  Sportswear Int'l Corporation (the "Company")  produces high
quality  casual and dress men's and women's  apparel and provides  major apparel
retailers with comprehensive brand management  programs.  The Company's programs
currently feature pants, shorts, shirts, coats, and denim jeans for men and on a
limited  basis,  pants and skirts for women.  These  products are marketed under
National  brands such as Savane(R) and Farah(R),  licensed brand names including
John Henry(R), Van Heusen(R),  and Bill Blass(R), and many Company owned private
brands  including  Bay to Bay(R),  Original  Khaki  Co.(R),  Flyers(R),  and Two
Pepper(R). The Company distinguishes itself by focusing on the apparel retailers
return on  investment.  The Company also  provides the retailer  with  customer,
product and market  analysis,  apparel design,  production,  merchandising,  and
inventory forecasting.  The Company markets its apparel through all major retail
distribution  channels,  including  department  and specialty  stores,  national
chains, catalog retailers,  discount and mass merchants and wholesale clubs. The
Company's mission is to profitably  deliver apparel products faster,  better and
cheaper than anyone in the world.

           The Company's  apparel line focuses on basic,  recurring  styles that
the Company  believes  are less  susceptible  to fashion  obsolescence  and less
seasonal in nature than  fashion  styles.  Most of the  Company's  products  are
derived from six production platforms,  or "chassis," each of which incorporates
basic features requiring distinct manufacturing processes,  such as inclusion of
an elastic waistband,  a jeansband or button-flap pockets. The six basic chassis
are modified to produce  separate  styles through  variations in cut, fabric and
finish.   This  process  enables  the  Company  to  achieve  both  manufacturing
consistency and efficiencies  while producing a wide variety of products through
distinctions in color and style.

           The  Company  sells  products  through  all   distribution   channels
including department stores,  wholesales clubs,  discounters and mass merchants,
national chains and specialty  stores.  Under National brand programs,  products
are labeled at the assembly factory. Under private brand programs, most products
receive customer-specific labeling and packaging upon receipt of confirmation of
a customer order. As a result, the common stock keeping unit (i.e. style, color,
and size, known as a "SKU"), is  differentiated  only by labeling and packaging.
This merchandising  strategy offers quick-response  execution of customer orders
without the associated  risk of carrying  customer-specific  inventories.  Under
certain  circumstances,  the Company will apply a customer specific label to the
product during the production process.

           The Company manages the manufacture and distribution of substantially
all of its products  utilizing its cutting  facilities in Tampa,  Florida and El
Paso, Texas,  independent garment assembly  contractors located primarily in the
Dominican  Republic and Mexico,  a product  labeling and  distribution  facility
located in Tampa,  and a  distribution  facility  located in Santa  Teresa,  New
Mexico.  With the use of a unique  process  known as "Modular"  production,  the
contractors  are able to improve  utilization  of floor space in their  existing
plants and increase their  production  volume.  The Company also sources certain
finished garments from independent manufacturers located in the Pacific Rim, the
Middle East and Mexico.

           The Company is  well  positioned for  internal growth.  The Company's
current facilities in Tampa, El Paso  and Santa Teresa  have enough  capacity to
increase the Company's  cutting and  shipping  volume by approximately  50%. The
independent  assembly   contractors  have   flexible  capacity  and   additional
contractors are generally available.

           The  Company  utilizes  advanced  technology  in all  aspects  of its
business, including apparel design, materials sourcing,  production planning and
logistics, customer order entry, sales demand forecasting and order fulfillment.
The Company's use of technology  produces  greater  efficiencies  throughout the
production process and results in high-quality products, low-cost production and
enhanced  customer  order  execution.  Apparel  products are  developed  using a
computer-aided-design  ("CAD") system integrated with fabric cutting to maximize
product  quality and  materials  yield.  Accurate and timely order  execution is
achieved  through  electronic  data  interchange  ("EDI")  order entry and quick
replenishment  of core SKUs.  Substantially  all  orders are placed via  EDI.The
Company's  systems  enable  it  to  further  assist  the  retailer  by  tracking
point-of-sale  ("POS")  activity  by SKU and  forecasting  consumer  demand  and
seasonal inventory requirements. An increasing number of customers are utilizing
the Company's  sophisticated  vendor managed inventory ("VMI") program.  Under a
VMI program the Company's system controls the customers  inventory levels by SKU
and  immediately  orders  replenishment  of  units  sold off the  shelf.  Orders
generally  are shipped to the retailer  within three  working days of receipt of
shipping  instructions  utilizing a fully  integrated  inventory  management and
order fullfillment system.

           The   Company   was   founded  in  1927.   Pursuant   to  a  tax-free
reorganization  consummated prior to the Company's initial public offering,  the
Company was merged into a newly-formed  corporation  organized under the laws of
the State of Florida on January 27, 1997.  The Company's  executive  offices are
located at 4902 West Waters Avenue, Tampa, Florida 33634-1302, and its telephone
number is 813-249-4900.


Industry

           According  to a retail  industry  research  firm,  the  U.S.  apparel
industry  totaled  approximately  $177  billion  in  retail  sales in 1998.  The
industry grew  approximately  4.7% and 4.8% in 1998 and 1997,  respectively.  In
1998,  the men's  bottoms  (pants and shorts,  excluding  denim jeans)  business
represented approximately 8.2% of the total apparel market. The Company believes
that the apparel industry is characterized by the following trends:

           Only The Best.  Major apparel  retailers  are  focused  on maximizing
the return on their  investment in inventory and floor space.  To achieve  this,
they are seeking partners who can deliver only the best quality apparel products
for the best value faster and cheaper than anyone else.

         Trend Toward  Retail  Merchandise  Management  Programs.  Major apparel
retailers are increasingly  outsourcing apparel merchandise  management programs
to minimize inventory risks and increase profitability and return on investment.
In addition,  major  apparel  retailers  are  consolidating  their  suppliers to
improve  customer  service and enhance  economies of scale. The Company believes
that its ability to offer leading brands and private brand programs positions it
well to capitalize on these trends.

         Retail  Consolidation of Branded  Merchandise.  Major apparel retailers
are  reducing  the  number  of brands  they  offer in favor of a few of the most
well-recognized consumer brands. Department,  chain and discount store retailers
have allocated  increasing  retail space to "in-store"  apparel shops  featuring
individual brands  merchandised with customer  fixturing supplied by the branded
producers.  The Company  believes the  Savane(R),  Farah(R),  and licensed  John
Henry(R), Bill Blass(R) and Van Heusen(R) brands are favored by their respective
customers and are  well-positioned to gain market share by investing in enhanced
POS merchandising.

           Trend  Toward  High  Quality  Private  Brand  Apparel.  There  is  an
increased  trend toward high  quality,  private  brand  apparel.  Private  brand
apparel bears the retailer's  own name or a proprietary  brand name exclusive to
the retailer.  Private brand apparel  allows the  retailer to control  their own
destiny  with  respect  to  selling  prices  and  gross  margins.  Additionally,
consumers  often obtain a better value,  in the form of higher quality fabric or
finishes,  for the same retail  price.  This  increase  in  consumer  demand for
private brand garments,  coupled with retailers' demands for higher margins, has
resulted in retailers allocating more space to private brand products.

           Trend  Toward  Casual  Apparel.  There is a  continuing  trend in the
United States toward casual apparel in the workplace.  In addition,  the Company
believes that the number of people who work at home is increasing  substantially
and that outside of the workplace,  people's social activities are focusing on a
more casual lifestyle.

           Trend Toward Luxury  Fabrics.  There is a growing trend in the United
States toward  luxury  fabrics  such  as silks, Tencel(R), polynosic, rayon  and
other micro-denier type fabrics. These fabrics have a very appealing texture and
feel  and  apparel  products made  with these  fabrics,  while still  considered
casual, have a dressier appearance and are generating strong consumer demand.

           Expansion of Caribbean and Mexican  Production.  Since the passage of
Section 807 of the  Harmonized  Tariff  Schedule of the United States (now found
under tariff  subheading  9802.00.80,  but herein referred to as "Section 807"),
American apparel  companies have  increasingly  utilized  production  facilities
located in the Caribbean Basin,  including the Dominican  Republic.  The Company
believes that the Dominican  Republic  offers  certain  competitive  advantages,
including favorable pricing and better quality  production,  a long-standing and
relatively stable production network, and much shorter transportation periods as
compared to goods  assembled in the Pacific  Rim.  Under  Section  807,  customs
duties on apparel products assembled in the Caribbean Basin may be offset by the
costs  incurred in the  production  of  components  in the United  States  (plus
freight and insurance).  More recently,  the North American Free Trade Agreement
("NAFTA"),  effective 1994, has permitted Mexican manufacturers to ship finished
apparel  products into the United States at no or reduced  duties.  According to
Sandler & Travis Trade Advisory  Services,  Inc.,  1996 marked the first year in
which  apparel  products  exported to the United  States  from  Mexico  exceeded
products exported from any other country, including China.

Business and Growth Strategy

           The Company  believes  that its business and growth  strategies  will
position  it to  take  advantage  of  key  industry  trends  including:  (i)  an
increasing emphasis by major apparel retailers on return on investment and rapid
replenishment; (ii) an increase in retailer and consumer demand for high-quality
private brand apparel; (iii) a shift in consumer preference toward casual dress;
(iv) a trend  toward  luxury  fabrics and (v) a trade  policy  which  favors the
manufacture  of products in Mexico,  the  Caribbean and Latin  America.  The key
elements of the  Company's  business  and growth  strategies  center  around its
mission to do things  faster,  better and cheaper and include the  following key
components:

         Advanced  Planning  and  Control  Systems and  Procedures.  The Company
         employs advanced  technology and  comprehensive  operating  systems and
         procedures  which  integrate  and monitor  each  operation  to maximize
         efficiencies,  increase  productivity and enhance customer service. The
         Company  makes  substantial  investments  in  technology  to maintain a
         competitive advantage and generally upgrades its systems and technology
         every three years on a rolling one-third per year cycle.

         High-Quality  Products. The Company applies stringent quality standards
         throughout its operations,  from the design of its products through the
         shipment of customer  orders.  In Fiscal 1999, the application of these
         standards  resulted in a rate of  customer  returns for defects of less
         than 0.5%.

         Low-Cost and Flexible Operations.  The Company is organized to effect a
         short production cycle.  Currently, it takes an average of 32 days from
         the receipt of raw materials  through receipt of a finished  garment in
         its distribution  center. The Company believes its "chassis" production
         concept allows it to execute more  cost-effective  production runs than
         those  of its  competitors.  The  Company  outsources  labor  intensive
         garment assembly and finishing operations to independent  manufacturers
         on a fixed cost per unit basis. This strategy reduces the personnel and
         capital  resources  invested in the production  process and enables the
         Company to vary production levels with changes in customer demand.

         Minimized  Inventory  Risk. The Company  believes that it minimizes its
         inventory risk by (i) producing focused lines of core apparel products,
         (ii)  reducing  the  production  cycle time and  maximizing  production
         flexibility  and (iii) tracking  customer demand trends by SKU on a per
         store basis.

         Customer Service.  The Company provides customer  satisfaction  through
         high-quality products and customized  merchandise  management programs.
         These  programs  serve to  increase  retailer  margins  by  outsourcing
         traditional  retailer  merchandising  functions and reducing  inventory
         risk and excessive markdowns.

         Savane(R) Brand Support.  The Company  provides  significant  financial
         support for the Savane(R) brand including, in store fixtures,  national
         cable TV advertising programs, co-op advertising support and a staff of
         over 40 company employees that visit stores to help arrange product and
         coordinate  product  delivery and stocking.  The Company believes these
         services  build  brand  recognition  and  customer  loyalty  as well as
         support for the brand by the retailer.

         Farah(R) Brand Expansion.   The Company  will continue  to increase the
         penetration of the Farah(R) brand as Wal-mart adds Farah(R) Khaki Shops
         (a store within a store concept) to additional existing stores and with
         each new store opening.

         Expand  Private  Brand  Programs  for  Major  Retailers.   The  Company
         leverages  its  high-quality  and low-cost  products,  strong  customer
         service and merchandise  management  capabilities  to increase  private
         brand market share as retailers consolidate and outsource private brand
         programs.

         E Commerce.  The Company intends to expand into the  internet retailing
         buisness in partnership with its existing customers.

         Global Expansion.  The  Company  intends  to  expand  with its existing
         customer base as major apparel retailers develop international markets.
         Certain  retailers  are  expanding  into Europe and  Mexico.   With its
         established  operations  in the United  Kingdom and Texas,  the Company
         is well positioned to capitalize on this trend.

         New Product  Introductions.  The Company  will  continue to develop and
         bring to market products that  complement  existing core product lines.
         Targeted  product  categories  include lines of men's casual shirts and
         women's  sportswear.   Speed to  market is  critical  which is  why the
         Company's product development  cycle time  is only 41 days from concept
         to shippable product.

         Acquisitions.  The Company  considers  the  acquisition  of  additional
         established   brands  as  well  as  the  acquisition  of  producers  of
         complementary new  product lines that would be accretive to shareholder
         value.  The Company regularly  evaluates   acquisition   opportunities,
         but currently has no agreements,  arrangements or  understandings  with
         respect to any acquisitions.

Products

           The Company  produces a core line of high  quality  men's  casual and
dress  pants,  shirts,  shorts  and  denim  jeans as well as a core line of high
quality women's sportswear. Most of the Company's apparel line focuses on basic,
recurring  styles  that the Company  believes  are less  susceptible  to fashion
obsolescence  and less  seasonal  in nature  than  fashion  styles.  Key fabrics
include 100% cotton and synthetic  blends utilizing silk,  Tencel(R), polynosic,
rayon and other micor-denier type fabrics.

           The  Company's  marketing  teams examine  domestic and  international
trends in the  apparel  industry  as well as  industries  outside  the sphere of
apparel,  including the  technology,  automobile,  grocery and home  furnishings
industries,  to determine  trends in styling,  color,  consumer  preferences and
lifestyle.  Virtually all of the Company's products are designed by its in-house
staff  utilizing CAD technology,  which enables the Company to produce  computer
simulated samples that display how a particular style will look in a given color
and fabric.  The Company can quickly  generate  samples and alter the  simulated
samples in response to customer input.  The use of CAD technology  minimizes the
time and costs  associated with producing  actual sewn samples prior to customer
approval and allows the Company to create custom designed  products  meeting the
specific needs of a customer.  The Company's  product  content and  construction
specifications  require the use of matched finish thread throughout the garment,
surge seaming of all pockets,  rigorous  attention to seam  construction,  color
matching of all  components  and the generous use of fabric to produce a fuller,
more comfortable fit and minimize costly customer returns.

Customers and Customer Service

           The Company  markets its  products  across all major  apparel  retail
channels  to  department  stores,  wholesale clubs,  specialty stores,  discount
merchants, catalog retailers and E commerce. Sales to the Company's five largest
customers represented approximately  51.1% and 50.9% of net sales during  Fiscal
1999 and Fiscal 1998, respectively. Sales to Wal-Mart (including Sam's Club, the
nation's largest chain of wholesale clubs),  accounted for  approximately  24.5%
and 23.8% of net sales during Fiscal 1999 and Fiscal  1998,  respectively.   The
Company also sells its products to other major retailers, including Belks,  BJ's
Wholesale   Clubs,  Costco  Wholesale  Group,   Dayton  Hudson  Group,  Dillards
Department Stores,  Federated  Department Stores,  JC Penney,  Kohl's Department
Stores,  May Company Department Stores, Phillips-Van Heusen, Saks/Proffitt's and
Sears.

           The  Company  offers its  customers  comprehensive  brand  management
programs, which provide: (i) merchandise planning and support; (ii) consistently
high quality products;  (iii) value-added services,  such as custom labeling and
packaging   design,   just-in-time   electronic  order  execution,   and  retail
profitability  analysis;  and (iv) access to state-of-the-art  sales forecasting
and inventory management systems and E commerce execution.  The Company believes
that close collaboration with its customers provides the Company's employees the
opportunity to  better understand the fashion,  fabric and pricing strategies of
the customer and leads  to the generation of products that  are more  consistent
with  customer  expectations.   At  the same  time,  the  customer  is given the
opportunity,  at  minimal  expense  and  risk,  to  benefit  from  the Company's
substantial  expertise  in  designing,  packaging  and  labeling  high   quality
products.


Product Labeling and Packaging

           The Company  differentiates its products through customized labeling,
point-of-sale packaging and other brand identification  techniques.  For most of
its  customers,  the Company  manages the design and  production of labeling and
packaging materials. Management regularly analyzes consumer product labeling and
packaging and consumer  targeting  trends  evident in other  retailing  formats,
including the automobile,  grocery and home furnishings industries.  The Company
ships products  directly to its customers' retail stores in floor-ready form and
offers innovative packaging and displays.


Marketing and Sales

           The  Company's  products are sold by sales and  marketing  executives
located across the United  States,  each of whom has many years of experience in
the apparel  industry.  The Company also maintains  sales and marketing  support
teams in Tampa and El Paso dedicated to analyzing sales and marketing data.

           The Company offers each of its existing and  prospective  customers a
marketing plan tailored to the customer's market niche. Using its marketing data
and industry  experience,  the Company is able to create,  for each existing and
prospective  customer and each particular  product,  a market plan that outlines
optimum volume, timing and pricing strategies,  markdown and sell-through trends
and profit margins.

           The Company  operates  an EDI system,  whereby the Company can accept
EDI orders 24 hours a day and  typically  ship orders within three working days.
In Fiscal 1999, substantially all orders were received via EDI.


Operations

           Overview. The Company principally cuts its fabric at its Tampa and El
Paso facilities for offshore  finishing and assembly.  The Company believes that
the use of independent international suppliers to assemble components cut at the
Company's  facilities enables it to provide customers with high quality goods at
significantly lower prices than if it operated its own assembly facilities.  The
Company also imports finished goods,  principally denim jeans and shorts, shirts
and coats from Mexico, the Pacific Rim and the Middle East.

           Purchasing.  The Company purchases raw materials,  including fabrics,
thread, trim and labeling and packaging  materials,  from domestic sources based
on quality, pricing and availability.  Prior to shipment, the Company undertakes
a quality audit at its major suppliers to assure that quality standards are met.
An additional quality audit is performed upon receipt of all raw materials.  The
Company  has no  long-term  agreements  with any of its  suppliers.  The Company
projects raw material requirements through a series of planning sessions, taking
into account orders  received and future  projections  by style and color.  This
data is then used to purchase the raw material  components  needed by production
time frame in order to meet customers' requirements.

           Cutting. The Company utilizes state-of-the-art computerized equipment
for spreading,  marking and cutting fabric.  The Company's CAD system  positions
all component  parts of a single garment in close  proximity on the same bolt of
fabric to ensure  color  consistency.  This  process also enables the Company to
utilize approximately 92% of the fabric.  Quality audits in the cutting facility
are  performed   during  various  stages,   from  spreading  of  fabric  through
preparation for shipment to independent manufacturers for assembly.

           Assembly.   Component   parts  are  shipped  by  common   carrier  to
independent  foreign  manufacturers,  principally in the Dominican  Republic and
Mexico,  for assembly and finishing.  There are no material formal  arrangements
between the Company and any of its  contractors,  but the Company  believes that
its  relations  with its  contractors  are  generally  good.  Using  independent
contractors  allows the  Company to shift its sources of supply  depending  upon
production and delivery  requirements  and cost, while at the same time reducing
the need for significant capital expenditures,  work-in-process  inventory and a
large production work force. The Company arranges for the assembly or production
of its products primarily based on orders received. A significant portion of its
customers'  orders are received prior to placement of its initial  manufacturing
orders.  The Company inspects  prototypes of each product before production runs
are commenced.  Random in-line quality  control checks are performed  during and
after assembly before the garments leave the contractor.  The Company  currently
has a team of  full-time  quality  control  personnel  on-site in the  Dominican
Republic and Mexico.

           The Company  also owns and  operates a sewing plant in Mexico that it
acquired in connection with the Savane  acquisition.  This plant, which occupies
an  approximately  74,000 square foot building in  Chihuahua,  Mexico,  produces
casual pants and shorts.


Imports and Import Regulations

           The Company presently imports garments under three separate scenarios
having distinct  customs and trade  consequences:  (i) imports of finished goods
(mostly  from the  Pacific  Rim and the  Middle  East);  (ii)  imports  from the
Caribbean Basin and Central America; and (iii) imports from Mexico.

           For direct  importation  (mostly  from the Pacific Rim and the Middle
East),  imported  garments are normally  taxed at most  favored  nation  ("MFN")
tariffs and are subject to a series of bilateral quotas that regulate the number
of garments that may be imported annually into the United States.  These tariffs
generally  range between 17% and 35%,  depending  upon the nature of the garment
(e.g., shirt, pant), its construction and its chief weight by fiber.

           The Company also imports  garments  from  countries in the  Caribbean
Basin and Central America,  most notably the Dominican  Republic.  Although much
merchandise imported from these  jurisdictions is subject  to the similar tariff
and quota consequences described above, for most of the merchandise sourced from
the  Caribbean  Basin or Central  America by the  Company  the  so-called  "807"
program  allows  merchandise  to be  admitted  into  the  United  States  with a
substantial  tariff  reduction.  In essence,  the duty reduction is equal to the
value of U.S. components incorporated into these assembled goods plus southbound
international freight and insurance.

           The Company also imports  finished  goods from Mexico under the North
American Free Trade Agreement, commonly known as NAFTA. Under NAFTA, merchandise
that qualifies is accorded reduced or duty-free access and is not subject to any
quota.

Personnel

           At November 27,  1999,  the Company had 1,914  associates,  including
1,262 in the United States, 27 in the Dominican  Republic,  520 in Mexico, 66 in
the United Kingdom, 28 in Australia, and 11 in New Zealand.  Approximately 8% of
the Company's  employees  are  members  of the Union of  Needletrades Industrial
and Textile Employees. The collective bargaining agreement with these  employees
expires  in  February 2000.  Approximately 21% of  the  Company's  employees are
members of Sindicato  de  Trabajadores  de la Industria  Costurera, Similaries y
Conexes,  C.T.M.   The  collective  bargaining  agreement  with  these employees
expires in January 2000.  The Company considers its relations with its employees
to be generally good.

           The Company is committed to developing and maintaining a well-trained
workforce.  The  Company  provides  or pays for in  excess  of  20,000  hours of
continuing  education  annually  for its  employees  on  subjects  ranging  from
computers  to  foreign  languages.  The  Company  is  equally  committed  to the
well-being of its  employees.  The Company  offers its  full-time  employees and
their families a comprehensive benefits package that includes a 401(k) plan with
a company match, a choice of group health insurance  plans,  term life insurance
(with an option to purchase additional coverage),  a choice of dental plans, and
a  vision   plan.   The  Company   also   offers   tuition   reimbursement   for
business-related  courses and pays a retirement bonus to persons employed by the
Company for twenty-five  years or more. The Company  maintains a recreation area
and health club  facilities  in Tampa for the use and enjoyment of its employees
and their families.  The Company also enjoys  long-standing  relationships  with
certain of its independent  assembly  contractors in the Dominican  Republic and
Mexico and has contributed financial resources to improving conditions for their
employees.


Management Information Systems

           The Company believes that advanced information processing is critical
to its business.  The Company's  philosophy is to utilize the latest  technology
where it will  enhance  its  competitive  position.  Consequently,  the  Company
continues  to upgrade its  management  information  systems in order to maintain
better control of its inventory and to provide  management with information that
is current and accurate.  The Company's management  information systems provide,
among other things, comprehensive order processing,  production,  accounting and
management   information  for  the  marketing,   manufacturing,   importing  and
distribution  functions of the Company's business. The Company has purchased and
implemented  a software  program that enables the Company to track,  among other
things,  orders,  manufacturing  schedules,  inventory  and  unit  sales  of its
products. In addition, to support the Company's flexible inventory replenishment
program, the Company has an EDI system through which customer inventories can be
tracked and orders automatically  placed by the retailer with the Company.  (See
Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of  Operations).  The  Company  believes  that all of its  systems are Year 2000
compliant.

           In August 1999, the Company determined that it would not proceed with
its implementation of SAP/AFS,  an enterprise-wide  software package that was to
serve the Tampa facilities.  The Company believes that its existing systems will
support  it's  current  and future  business  needs.  The  Company is  currently
evaluating  alternative  software  packages that will  increase its  competitive
advantage in the marketplace and further streamline operations.


Human Rights Policy

           The Company  has a  comprehensive  human  rights  policy.  The Policy
is consistent  with  the Responsible Apparel Production Principles (RAPP)  which
were  recently  endorsed  by the  American Apparel Manufacturers Association and
other Carribean Basin  apparel manufacturing associations.  The Company's policy
focuses on working conditions in the independent  assembly  contractors utilized
by the  Company  and  among  other  things,  prohibits  under age labor and poor
working  conditions.  Compliance  with the  policy is  mandatory  and is closely
monitored in the following ways: 1) Company employees who visit each independent
contractor plant on a daily basis, 2) management of the Company who periodically
visits independent contractor plants and 3) by an independent third party agency
utilized by many companies in the apparel  industry.  The agency performs audits
periodically  and  reports  the  results  to  the  Company.   The  Company  will
immediately discontinue production with any independent contractor that does not
comply with the policy.


Competition

           The apparel  industry is highly  competitive and the Company competes
with  numerous  apparel  manufacturers,  including  brand name and private label
producers,  as  well as  retailers  that  have  established,  or may  establish,
internal product development and sourcing capabilities. The principal markets in
which the Company competes are the United States,  United Kingdom, and Southeast
Asia. Many of the Company's  competitors and potential  competitors have greater
financial,  manufacturing  and  distribution  resources  than the  Company.  The
Company believes that it competes favorably on the basis of quality and value of
its  programs  and  products and the  long-term  customer  relationships  it has
developed.   Nevertheless,  any  increased  competition  from  manufacturers  or
retailers  could result in  reductions in unit sales or prices,  or both,  which
could have a material  adverse  effect on the Company's  business and results of
operations.

Trademarks and Licenses

           The  Company  holds or has  applied  for over 600  United  States and
worldwide  trademark  registrations  covering its various brand names  including
Savane(R), Farah(R), Flyers(TM),  Original Khaki Co. and Bay to Bay(R). The word
marks  Savane(R),  Farah(R),  and Bay to Bay(R) are  registered  with the United
States  Patent and  Trademark  Office.  In addition,  the word marks  Savane(R),
Farah(R),  and Bay to Bay(R)  are  registered  in various  countries  worldwide.
Pursuant to separate license agreements, the Company has the exclusive rights to
use (i) the John  Henry(R)  trademark  with  respect to men's  bottoms and coats
distributed  or sold in the United  States,  its  territories  and  possessions,
United States  Military bases  worldwide and Canada,  and (ii) the Bill Blass(R)
trademark  with  respect  to casual  pants,  shorts  and jeans and (iii) the Van
Heusen(R)  trademark  with respect to the sale,  distribution  and  promotion of
men's  pants,  jeans and  shorts  in the  United  States,  its  possessions  and
territories.  The Company  believes  that it has the exclusive use of all of its
owned and licensed trademarks in the noted categories.


Credit Facilities

           The Company needs significant  working capital to purchase  inventory
and finance accounts receivable and, consistent with industry practice, is often
required  to  post  letters  of  credit  when  placing  an  order  with  certain
international  manufacturers.  Currently, a substantial portion of the Company's
working capital requirements are met through a $110 million credit facility with
a syndicate of banks (the "Facility"), which expires in June 2003.

Factoring of Accounts Receivable

             The  Company  sells   substantially   all  of  its  trade  accounts
receivable  to a factor  that  assumes  virtually  all of the  credit  risk with
respect  to  collection  of such  accounts.  The  factor  pays the  Company  the
receivable  amount upon the earlier of (i) receipt by the factor of payment from
the Company's customer or (ii) 120 days past the due date for such payment.  The
factor  approves the credit of the  Company's  customers  prior to sale.  If the
factor  disapproves  or limits a sale to a customer  and the Company  decides to
proceed  with the sale,  the  Company  bears some  credit  risk.  The  factoring
agreement  expires in September 2001, at which time the Company intends to renew
or replace it.

Seasonality

           The Company's business has been seasonal,  with slightly higher sales
and income in the second and fourth  fiscal  quarters,  just prior to and during
the two  peak  retail  selling  seasons  for  spring  and fall  merchandise.  In
addition,  certain of the Company's products, such as shorts and corduroy pants,
tend to be seasonal in nature.

Backlog

           On October 2, 1999,  the  Company  had  unfilled  customer  orders of
approximately  $323.3 million.  All of such orders are scheduled for shipment in
Fiscal 2000.  On October 3, 1998,  the Company had unfilled  customer  orders of
approximately  $292.8 million.  Fulfillment of orders is affected by a number of
factors,  including  revisions in the scheduling of manufacture  and shipment of
the  product  which,  in some  instances,  depends on the  demands of the retail
consumer.  Accordingly, a comparison of unfilled orders from period to period is
not necessarily  meaningful,  and the level of unfilled orders at any given time
may not be indicative of eventual actual shipments.


Executive Officers of the Registrant

           The  following  table  provides  the names and ages of the  Company's
executive  officers,  and the  positions and offices  currently  held by each of
them:

      Name                      Age          Position(s)

      William W. Compton        56    Chairman of the Board, Chief
                                        Executive Officer and Director
      Richard J. Domino         51    President
      Michael Kagan             60    Executive Vice President, Chief
                                        Financial Officer, Secretary
                                        and Director
      Michael R. Mitchell       46    President, Savane International Corp.


           William  W.  Compton  has  served as  Chairman  of the  Board,  Chief
Executive  Officer and a Director of the Company  since  November  1989. He also
served as President  of the Company from  November  1989 to November  1994.  Mr.
Compton has over 30 years of experience  in the apparel  industry.  Mr.  Compton
serves  as  First  Vice   Chairman  and   Treasurer  of  the  American   Apparel
Manufacturers  Association  and is a member  of the Board of  Directors  for the
Center for Entreprenuership for Brigham Young University

           Richard  J.  Domino  joined  the  Company  in 1988 and has  served as
President of the Company since  November  1994. Mr. Domino served as Senior Vice
President  of Sales and  Marketing  from  January  1994 to October 1994 and Vice
President of Sales from  December  1989 to December  1993.  He has over 25 years
experience in apparel-related sales and marketing.

           Michael Kagan has served as Executive Vice President, Chief Financial
Officer,  Secretary  and a Director of the Company since  November  1989. He was
also  Treasurer of the Company from November 1989 to January 1998. Mr. Kagan has
more than 32 years experience in the apparel industry.

           Michael  R.   Mitchell,   age  46,  serves  as  President  of  Savane
International  Corp. He has served as President  since March 1994. Mr.  Mitchell
has  been  employed  by  Savane  since  1981  in  various  sales  and  marketing
capacities.  He also  served on the Savane  Board of  Directors  from March 1994
until June 1998.


Item 2.  Properties

           The Company's  corporate  headquarters are located in Tampa,  Florida
and are owned by the  Company.  The  Company  considers  both its  domestic  and
international  facilities  to be suitable and  adequate  and to have  sufficient
productive  capacity for current operations.  (See "Management's  Discussion and
Analysis  of  Financial  Condition  and  Results of  Operations  - Risk  Factors
Affecting the Company's Business and Prospects.")

           The  following   table  reflects  the  general   location,   use  and
approximate size of the Company's significant real properties:
<PAGE>

<TABLE>
<CAPTION>

                                                                                    Approximate          Owned/
          Location                                   Use                          Square Footage       Leased (1)
------------------------------    -------------------------------------------    ------------------    ------------

<S>                               <C>                                                      <C>         <C>
Tampa, Florida                    Corporate Offices/Distribution Center                    305,000     Owned
Tampa, Florida                    Fabric cutting facility                                  110,000     Owned
New York, New York                Office/showroom                                            4,000     Leased
Chihuahua, Mexico                 Garment  manufacturing  plant                             73,800     Owned
San Jose, Costa Rica              Garment  manufacturing  plant                            124,000     Owned (2)
Cartago, Costa Rica               Garment  manufacturing  plant                             77,000     Owned (2)
Auckland, New Zealand             Office/Warehouse                                           9,000     Owned
El Paso, Texas                    Administrative office                                     43,500     Leased
El Paso, Texas                    Fabric cutting facility                                  201,000     Leased
Sydney, Australia                 Office/Warehouse                                          29,000     Leased
Suva, Fiji                        Two garment manufacturing plants                          35,000     Leased (3)
Witham, United Kingdom            Office/Distribution Center                                57,000     Leased
Santa Teresa, New Mexico          Distribution Center                                      250,000     Leased


(1)        See Note 6 of Notes to Consolidated Financial Statements for a discussion of lease terms.
(2)        Currently unoccupied and for sale.
(3)        The facilities are leased by a 50% joint venture in which the Company is a party.
</TABLE>



Item 3.  Legal Proceedings

The Company is not a party to any legal  proceedings  other than various  claims
and lawsuits arising in the normal course of business. Management of the Company
does not believe that any such claims or lawsuits  will have a material  adverse
effect on the Company's financial condition or results of operation.

Item 4.  Submission of Matters to a Vote of Security Holders

           Not applicable.


<PAGE>


                                     PART II


Item 5.  Market for Registrant's Common Equity and Related Shareholder Matters

           The  Company's  Common  Stock has been traded on The Nasdaq  National
Market under the symbol "TSIC" since in its initial  public  offering on October
28, 1997. The initial  public  offering price of the Common Stock was $12.00 per
share.  Prior to such time,  there was no established  public trading market for
the Company's  Stock. At December 15, 1999,  there were  approximately 98 record
holders of the Company's Common Stock, and the Company estimates that there were
approximately  1,000  beneficial  holders on the same date.  The following  sets
forth the quarterly  high and low last sale prices per share of the Common Stock
as reported by the Nasdaq National Market for the last two fiscal years.

                      Fiscal Year Ended
                      October 3, 1998              High             Low
                      ---------------              ----             ---
                      First Quarter                 131/4            10
                      Second Quarter                10 1/8           14 1/8
                      Third Quarter                 23 3/8           13 5/8
                      Fourth Quarter                243/4            16 3/4


                      Fiscal Year Ended
                      October 2, 1999              High             Low
                      ---------------              ----             ---
                      First Quarter                 35 7/8            18
                      Second Quarter                36 5/8            18 15/16
                      Third Quarter                 31 7/8            18
                      Fourth Quarter                29 1/2            16 5/8


           The transfer  agent for the Common Stock is Firstar  Trust  Services,
Milwaukee, Wisconsin.

           The Company has not declared or paid any cash dividends on the Common
Stock since 1989.  The Company  currently  anticipates  that all of its earnings
will be retained for  development  and expansion of the  Company's  business and
does not anticipate  declaring or paying any cash  dividends in the  foreseeable
future.  Moreover,  the company's  various credit  agreements  contain covenants
expressly prohibiting the payment of any cash dividends.


Item 6.  Selected Financial Data

           The following selected financial data (in thousands, except share and
per share data) are derived from the  consolidated  financial  statements of the
Company for each of the five years in the period  ended  October 2, 1999.  These
consolidated  financial  statements have been audited and reported upon by Ernst
and Young LLP, independent certified public accountants.



<PAGE>


<TABLE>
<CAPTION>

                                                                          Fiscal Year Ended
                                            ------------- ------------- ---------------- ---------------- ----------------
                                             October 2,    October 3,    September 27,    September 28,    September 30,
  Statements of Income Data:                    1999          1998           1997             1996             1995
                                            ------------- ------------- ---------------- ---------------- ----------------
<S>                                             <C>           <C>              <C>              <C>              <C>
  Net sales                                     $420,691      $263,976         $151,692         $117,355         $110,064
  Gross profit                                   117,922        68,889           36,055           26,223           22,206
  Selling, general and administrative
       expenses                                   80,511        43,204           19,443           15,189           15,060
  Termination of system implementation             3,999             -                -                -                -
  Operating income                                33,412        25,685           16,612           11,034            7,146
  Interest expense                                18,586         6,866            2,889            2,498            3,160
  Income before income taxes                      13,853        17,283           13,176            7,916            2,985
  Net income                                       8,251        10,802            8,269            5,171            2,160
  Net income per common share-diluted               1.05          1.43             1.37             0.86             0.36
  Weighted average number of shares
        used in the calculation - diluted      7,838,000     7,550,000        6,015,000        6,015,000        6,015,000
  (1)
</TABLE>


 <TABLE>
<CAPTION>
                                                                        Fiscal Year Ended
                                            ------------- ------------- ---------------- ---------------- ----------------
                                             October 2,    October 3,    September 27,    September 28,    September 30,
  Balance Sheet Data:                           1999          1998           1997             1996             1995
                                            ------------- ------------- ---------------- ---------------- ----------------
<S>                                             <C>           <C>               <C>              <C>              <C>
  Working capital                               $120,041      $107,397          $30,234          $25,483          $31,655
  Total assets                                   289,322       297,476           69,658           63,415           55,237
  Long-term debt and obligations
       under capital leases                      170,894       171,494           24,055           24,162           27,175
  Shareholders' equity                            59,823        50,964           26,651           18,382           13,211

(1)        Computed on the basis described in Notes to Consolidated Financial
           Statements.
</TABLE>



Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

General

           The  Company  manages  the  production  of  substantially  all of its
products  utilizing  its  facilities  in Tampa,  Florida and El Paso,  Texas and
through independent  assembly  contractors located in the Dominican Republic and
Mexico. In addition, the Company currently produces a limited amount of finished
goods in a  company-owned  manufacturing  facility  in  Mexico  and the  Company
sources  finished  goods from  independent  suppliers.  For goods  assembled  by
independent manufacturers,  the Company purchases and inventories all of its raw
materials and cuts its fabric in its Tampa and El Paso cutting  facilities based
on  expected  customer  orders.  The  Company  ships cut fabric  parts and other
product  components via common  carrier to the  independent  manufacturers,  who
assemble components into finished garments (except for labeling and packaging in
the case of private brand products) and perform certain finishing processes. The
Company  has  no  material   contractual   arrangements   with  its  independent
manufacturers  and  pays  them  based  on a  specified  unit  price  for  actual
first-quality  units  produced.   Accordingly,  a  substantial  portion  of  the
Company's production labor and overhead is variable. The Company ships assembled
goods from the  Dominican  Republic  and Mexico to its Tampa,  Florida and Santa
Teresa, New Mexico  distribution  centers via common carrier.  Upon receipt of a
customer  order  confirmation,  the Company ships orders to customers or, in the
case of private brand products,  attaches  designated  labels and  point-of-sale
packaging and then ships orders to customers.

           The following  discussion of the Company's  results of operations and
financial   condition   should  be  read  in  conjunction   with  the  Company's
consolidated financial statements and notes thereto.


Results of Operations

           As a result of the acquisition of Savane on June 10, 1998, the Fiscal
1999  and  1998  results  of  operations  may not be  comparable  nor  are  they
comparable to years prior to the  acquisition.  The following  table sets forth,
for  the  periods  indicated,  selected  items  in  the  Company's  consolidated
statements of operations expressed as a percentage of net sales:
<TABLE>
<CAPTION>

                                                         Fiscal Year Ended
                                       -------------------------------------------------------
                                         October 2,        October 3,       September 27,
                                              1999             1998          1997
                                              ----             ----          ----

<S>                                           <C>              <C>               <C>
Net sales                                     100.0%           100.0%            100.0%
Cost of goods sold                             72.0             73.9              76.2
                                               ----             ----              ----
Gross profit                                   28.0             26.1              23.8
Selling, general and
    administrative expenses                    19.1             16.4              12.8
Termination of system
    implementation                              1.0              0.0               0.0
                                                ---              ---               ---
Operating income                                7.9              9.7              11.0
Interest expense                                4.4              2.6               1.9
Bridge loan funding fee                         -                0.2               -
Other expense, net                              0.2              0.4               0.4
                                                ---              ---               ---
Income before income taxes                      3.3              6.5               8.7
Provision for income taxes                      1.3              2.4               3.2
                                                ---              ---               ---
Net income                                      2.0%             4.1%              5.5%
                                                ====             ====              ====

</TABLE>

Fiscal 1999 Compared to Fiscal 1998

         Net Sales. Net sales for Fiscal 1999 were $420.7 million as compared to
$264.0  million for Fiscal  1998,  an increase of $156.7  million or 59.4%.  The
increase  was due to an  increase  in units  shipped  and an increase in average
selling  price per unit,  both of which were caused by the inclusion of Savane's
operations since the date of acquisition as well as increased market penetration
and brand acceptance.

         Gross Profit.  Gross profit for Fiscal 1999 was $117.9 million or 28.0%
of net sales as  compared  with  $68.9  million or 26.1% of net sales for Fiscal
1998.  The  increase  in gross  margin  was  driven by a change in mix to higher
margin  products  caused  primarily by the  inclusion of Savane's  higher margin
branded product sales for the entire year of Fiscal 1999.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses  for Fiscal  1999 were $80.5  million,  or 19.1% of net
sales, as compared to $43.2 million,  or 16.4% of net sales for Fiscal 1998. The
increase in selling,  general and  administrative  expenses was primarily due to
higher  general  and   administrative   expenses   associated  with  the  Savane
operations,  including a $9.3 million  increase in advertising and brand support
related  expenses.  Additionally,  in the  fourth  quarter of Fiscal  1999,  the
Company  recorded a charge of $425,000  related to the cost  associated with the
termination of approximately 20 employees.

         Termination  of System  Implementation.  During the  fourth  quarter of
Fiscal  1999,  the  Company  determined  that it  would  not  proceed  with  the
implementation  of the SAP enterprise wide software  package.  As a result,  the
Company  recorded a charge of $4.0  million in  September  1999 to write off the
remaining capitalized costs associated with the project.

         Bridge Loan  Funding Fee. In Fiscal  1998,  the Company  entered into a
$100 million bridge financing  facility to finance the Savane  acquisition until
the closing of the offering of $100 million of senior  subordinated  notes. This
fee was incurred to originate the bridge financing.

         Interest Expense. Interest expense for Fiscal 1999 was $18.6 million as
compared  to $6.9 for Fiscal  1998.  The  increase  was due to the  increase  in
average outstanding  borrowings related to the acquisition of Savane,  including
Savane's  outstanding  borrowings  as of the  date  of the  acquisition  and the
Company's issuance of $100 million of senior subordinated notes, the proceeds of
which were used to finance the acquisition of Savane.

         Income  Taxes.  The  Company's  effective  tax rate for Fiscal 1999 was
40.4% as compared with 37.5% in Fiscal 1998.  The increase in the effective rate
is primarily due to the increase in non-deductible  amortization associated with
the Savane acquisition.

         Net Income.   As a  result of the  above factors, net income for Fiscal
1999 was $8.3  million,  or 2.0% of net sales,  as compared to $10.8 million, or
4.1% of net sales, for Fiscal 1998.


Fiscal 1998 Compared to Fiscal 1997

           Net Sales.  Net sales for Fiscal 1998 were $264.0 million as compared
to $151.7 million for Fiscal 1997, an increase of $112.3 million,  or 74.0%. The
increase  was due to an  increase  in units  shipped  and an increase in average
selling  price per unit,  both of which were caused by the inclusion of Savane's
operations since the date of acquisition as well as increased market penetration
and brand acceptance.

         Gross  Profit.  Gross profit for Fiscal 1998 was $68.9 million or 26.1%
of net sales as  compared  with  $36.1  million or 23.8% of net sales for Fiscal
1997.  The  increase  in gross  margin  was  driven by a change in mix to higher
margin  products  caused  primarily by the  inclusion of Savane's  higher margin
branded product sales.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses  for Fiscal  1998 were $43.2  million,  or 16.4% of net
sales, as compared to $19.4 million,  or 12.8% of net sales for Fiscal 1997. The
increase in selling,  general and  administrative  expenses was primarily due to
higher  advertising and brand support related expenses as well as higher general
and administrative expenses associated with the Savane operations.

         Interest Expense.  Interest expense for Fiscal 1998 was $6.9 million as
compared to $2.9 million for Fiscal  1997.  The increase was due to the increase
in average outstanding borrowings caused by the acquisition of Savane, including
Savane's  outstanding  borrowings  as of the  date  of the  acquisition  and the
Company's  issuance  of $100  million  of the  senior  subordinated  notes,  the
proceeds of which were used to finance the acquisition of Savane.

         Bridge Loan Funding Fee. The Company entered into a $100 million bridge
financing  facility to finance the Savane  acquisition  until the closing of the
offering of $100 million of senior  subordinated notes. This fee was incurred to
originate the bridge financing.

         Income Taxes.  The  Company's  effective  tax  rate for Fiscal 1998 was
37.5% as compared with 37.2% in Fiscal 1997.

         Net  Income.  As a result of the above factors, net income  for  Fiscal
1998 was $10.8  million,  or 4.1% of net sales,  as compared to $8.3 million, or
5.5% of net sales, for Fiscal 1997.

Liquidity and Capital Resources

         The  Company's  primary  capital  requirements  are the  funding of the
growth in  operations  and capital  expenditures.  The Company has  historically
financed  its  growth in sales  and the  resulting  increase  in  inventory  and
receivables  through a combination of operating  cash flow and borrowings  under
its senior credit facility.

         The Company's  senior credit  facility  (the  "Facility")  provides for
borrowings of up to $110 million, subject to certain borrowing base limitations.
The Facility was  obtained in  conjunction  with the  Company's  acquisition  of
Savane  and was  used to  refinance  indebtedness  then  outstanding  under  the
Company's previous senior credit facility, to refinance  indebtedness of Savane,
to pay fees incurred in connection  with the  acquisition of Savane and with the
Facility, and for general corporate purposes. Borrowings under the Facility bear
interest  at  variable  rates  (8.6% at  October  2,  1999) and are  secured  by
substantially all of the Company's domestic assets. The Facility matures in June
2003.  As of October 2, 1999,  excluding  the impact of  outstanding  letters of
credit of $5.9 million, an additional $33.4 million was available for borrowings
under the Facility.

         On  May  28,  1999,  the  Company  entered  into  a  construction  loan
("Construction  Loan") agreement secured by the Company's  distribution  center,
cutting facility, and administrative offices in Tampa, Florida. The Construction
Loan was utilized to refinance  $9.5 million  outstanding  on the Company's real
estate loan and to finance up to $6.0 million of an  expansion to the  Company's
Tampa  distribution  facility.  In March  2000,  the  Construction  Loan will be
converted  to a similarly  secured  term loan.  Principal  and  interest are due
monthly  on the  refinanced  amount and the loan  bears  interest  at the 30 day
London  Interbank   Offered  Rate  (LIBOR)  plus  an  applicable   margin.   The
Construction  Loan requires monthly interest payments through February 2000 with
principal payments commencing in March 2000. The principal payments are based on
a 20-year  amortization with all outstanding  principal due on or before May 15,
2008.

         Under the terms of an interest rate swap  agreement,  on the first $7.0
million of  borrowings  under the  Construction  Loan,  interest is payable at a
fixed base rate plus an  applicable  margin  (8.6% at October 2,  1999).  On the
remainder of the borrowings,  interest is payable based on the 30 day LIBOR rate
plus an applicable margin. As of October 2, 1999, the effective interest rate on
the Construction Loan was approximately 7.8%.

         On June 24,  1998,  the Company  closed the  issuance  and sale of $100
million of senior  subordinated notes (the "Notes") through a private placement.
Under the terms of the indenture  agreement  underlying  the Notes,  the Company
will pay  semi-annual  interest at the rate of 11% for ten years,  at which time
the entire principal amount is due. The net proceeds from the Notes were used to
repay a portion of the borrowings  outstanding  under a bridge facility that was
used to purchase Savane in June 1998.

           The Company's credit  agreements  contain  significant  financial and
operating  covenants,  including  requirements that the Company maintain minimum
net worth levels and certain  financial  ratios,  prohibitions on the ability of
the Company to incur certain  additional  indebtedness or to pay dividends,  and
restrictions  on its ability to make capital  expenditures.  During fiscal 1999,
the Company amended the terms of the Facility to adjust certain of the financial
covenants.  The Company is currently in compliance  with all covenants under its
credit agreements.

           Pursuant  to  two  separate  factoring   agreements  (the  "Factoring
Agreements"),  the Company factors substantially all of its accounts receivable.
The Factoring  Agreements provide that the factor will pay the Company an amount
equal to the gross amount of the Company's  accounts  receivable from customers,
reduced by certain offsets,  including among other things,  discounts,  returns,
and a commission payable by the Company to the factor.  The commission  averages
0.23% of the gross amount factored.  The factor subjects all sales to its credit
review  process  and  assumes  99.9% of the  credit  risk for  amounts  factored
pursuant  to  the  Factoring   Agreements.   Funds  are  transferred  to  reduce
outstanding  borrowings  under the Facility  once  payment is received  from the
factor.  The factor pays the Company the  receivable  amount upon the earlier of
(i)  receipt by the factor of payment  from the  Company's  customer or (ii) 120
days past the due date for such  payment.  The  Factoring  Agreements  expire in
2001.

           As a result  of the  acquisition  of  Savane  in June  1998,  certain
consolidation  and cost savings  activities have transpired that will impact the
Company's  capital  resources.  Specifically,  the  Company  has  chosen to exit
certain owned or leased  facilities.  The sale of owned facilities will generate
cash while the  payment of lease  termination  costs will  utilize  cash.  As of
October 2, 1999,  the Company had assets held for sale with  carrying  values of
$2.0 million and has exit related accruals of $6.0 million.

           During Fiscal 1999, the Company  generated $18.2 million of cash from
its  operations.  This was  primarily  the result of net income of $8.3  million
(which  included  non-cash  charges  of $18.3  million)  and a net  decrease  in
accounts  receivable  and  inventory  of $7.1  million  offset by a decrease  in
accounts payable and accrued expenses and other of $17.3 million and an increase
in prepaid expenses and other assets of $1.1 million.

           The  Company  has  historically  financed  its  capital  expenditures
through a combination of operating cash flow and long-term  borrowings.  Capital
expenditures  were $15.1  million  and $6.9  million  for Fiscal 1999 and Fiscal
1998,  respectively.  The expenditures  primarily relate to the expansion of the
distribution  center in Tampa,  Florida  and the upgrade or  replacement  of the
Company's  existing  equipment  and  computer  systems  including  hardware  and
software.

           During Fiscal 2000, the Company anticipates  capital  expenditures to
total  approximately  $12.0 million.  Significant capital projects including the
installation of a new computer system, the consolidation of facilities in the El
Paso Texas area,  the  upgrading  or  replacement  of other  ancillary  computer
systems and the upgrading or replacement of certain equipment.

           On October  2, 1999 and  October 3, 1998,  the  Company  had  working
capital of $120.0  million and $107.4  million,  respectively.  The  increase in
working  capital  was due  primarily  to a $3.9  million  increase  in  accounts
receivable,  an $11.9  million  decrease in inventory  offset by an $8.7 million
increase in prepaid  expenses and other assets and a $10.3  million  decrease in
accounts payable and accrued  expenses.  The Company expects its working capital
needs will continue to fluctuate  based on seasonal  changes in sales,  accounts
receivable and trade accounts payable.

           The  Company  believes  that  the  combination  of  existing  working
capital,  funds  anticipated to be generated  from operating  activities and the
borrowing  availability under the current and anticipated credit agreements will
be sufficient to fund both its  short-term  and long-term  capital and liquidity
needs.


Impact of Recent Accounting Pronouncements

         On  October  4,  1998,  the  Company  adopted  Statement  of  Financial
Accounting  Standards (SFAS) No. 130,  "Reporting  Comprehensive  Income," which
establishes   standards  of  disclosure  and  financial  statement  display  for
reporting total comprehensive income and the individual  components thereof. The
adoption of SFAS No. 130 required  additional  disclosures  in the  consolidated
financial statements.

         On October 4, 1998,  the Company  adopted  SFAS No.  131,  "Disclosures
about Segments of an Enterprise and Related  Information," which establishes new
standards  for segment  reporting.  The  adoption  did not affect the  Company's
disclosures as it operates in one segment.

         In February 1998, the Financial  Accounting Standards Board issued SFAS
No.  132,  "Employers'  Disclosures  about  Pensions  and  Other  Postretirement
Benefits." SFAS 132 requires the Company to standardize  certain disclosures and
include additional information on changes in benefit obligations and fair values
of plan  assets.  The Company  adopted the  provisions  of SFAS 132 in the first
quarter of Fiscal 1999.

         In June 1998, the Financial  Accounting Standards Board issued SFAS No.
133,  "Accounting for Derivative  Instruments and Hedging  Activities." SFAS 133
requires an entity to recognize all  derivatives as either assets or liabilities
in the  statement of financial  position and measure those  instruments  at fair
value. The Company plans to adopt SFAS 133 on October 1, 2000, as required.  The
Company limits its use of derivative financial  instruments to the management of
interest rate risk.  The Company is currently  evaluating the impact of SFAS 133
on its financial  statements and has not yet  determined the impact,  if any, on
the consolidated financial statements of the Company.


Inflation

           The impact of inflation on the Company's  operating  results has been
moderate in recent years,  reflecting  generally lower rates of inflation in the
economy and relative  stability in the Company's cost of sales.  In prior years,
the Company has been able to adjust its selling prices and improve  efficiencies
to substantially  offset  increased costs.  While inflation has not had, and the
Company  does not expect that it will have,  a material  impact  upon  operating
results,  there is no assurance that the Company's business will not be affected
by inflation in the future.


Impact of the Year 2000 Issue

           The "Year 2000 Issue" is the result of computer  programs and systems
having been  designed  and  developed  to use two digits,  rather than four,  to
define the applicable year. As a result, these computer programs and systems may
recognize  a date using "00" as the year 1900  rather  than the year 2000.  This
could  result in a system  failure or  miscalculations  causing  disruptions  of
operations,  including,  among other  things,  a temporary  inability to process
transactions, send invoices or engage in similar normal business activities.

           In Fiscal 1998, The Company completed the evaluation and modification
of all of its information technology systems with regard to the Year 2000 issue.
The amount  expensed by the Company to accomplish  this process was not material
to the operations or financial  condition of the Company,  and has been included
in its  entirety  in the  results of  operations  for Fiscal  1998.  The Company
believes  that all of its  information  technology  systems  are now  Year  2000
compliant.

           Should there be any  portions of the  Company's  information  systems
that were overlooked in the remediation  process,  or become susceptible to Year
2000 issues  subsequent to such  remediation as the result of  interaction  with
supplier or customer systems, or otherwise,  the impact could be felt throughout
the  Company's  main  operating  system  which  includes  subsystems  related to
customer  analysis,  order  processing,  planning,  procurement,  production and
sales.  Information  technology plays a vital role in almost every aspect of the
Company's operations. In addition, the Year 2000 issue would strike at a time of
the calendar  year that is one of the  Company's  busiest in terms of production
and  distribution.  While the Company  believes  that it will be able to sustain
normal operations even without any of its information  technology systems,  this
could only  continue  for a short  period of time.  The  resources  necessary to
address any Year 2000 issue which may arise will not be available  entirely from
internal personnel,  and the Company will be forced to contract with third-party
consultants.  At this  time,  the  Company  does not  have any such  third-party
consultants  under contract and does not anticipate  that it will enter into any
such contracts prior to the end of calendar 1999. Further,  the Company does not
anticipate  that it will  stockpile raw materials or inventory in advance of the
end of calendar 1999.

           Based on the  Company's  current  Year  2000  compliant  status,  the
Company believes a contingency plan is not necessary.

           The Company has communicated with all significant suppliers and large
customers to determine  the extent to which the Company is  vulnerable  to those
third parties'  failure to remediate their own Year 2000 Issues.  As of the date
of this report,  substantially all of the Company's suppliers and customers have
informed the Company that their systems are or will be Year 2000  compliant.  If
certain  suppliers were not able to remediate  their own Year 2000 issues,  this
could affect the Company's ability to order and receive raw materials  shipments
on a timely basis,  which will have a direct and adverse impact on the Company's
production  schedule.  This will  then  affect  the  Company's  ability  to fill
customer orders on a timely basis, the result of which may be a loss of customer
sales. In addition,  if the Company's  customers do not remediate their systems,
it could  affect the  Company's  ability to receive  order  information  through
electronic  data  interchange  and receive point of sale inventory  information,
both of which will also have a direct and adverse impact on the Company's sales.


Euro Conversion Issue

         In  1999,  11  of  the  15  member  countries  of  the  European  Union
established  fixed  conversion  rates between their existing  currencies and the
Euro  and  adopted  the  Euro  as  their  common  legal   currency   (the  "Euro
Conversion"). The Euro Conversion had no impact on the Company's operations.


Risk Factors Affecting the Company's Business and Prospects

To acquire  Savane we incurred a  substantial  amount of debt that will  require
successful  future  operating  performance and financial  results and may impose
important limitations on us.

           As a result of the acquisition of Savane,  we experienced an increase
in  leverage.  The  degree  to  which  we  are  leveraged  will  have  important
consequences, including the following:

o    a substantial portion of our cash flow from operations will be dedicated to
     the payment of principal and interest on our debt;
o    our  ability  to  obtain  additional financing  in the  future  for working
     capital,  capital  expenditures,  acquisitions  or  other  purposes  may be
     impaired;
o    our  leverage may  increase our  vulnerability  to economic  downturns  and
     limit our ability to withstand competitive  pressures;
o    our  ability to  capitalize  on  significant business  opportunities may be
     limited; and
o    our leverage may place us at a competitive disadvantage in relation to less
     leveraged competitors.

           Our ability to meet our debt service  obligations  will depend on our
future  operating  performance and financial  results,  which will be subject in
part to factors beyond our control.  Although we believe that our cash flow will
be  adequate  to meet our  interest  and  principal  payments,  there  can be no
assurance that we will generate  earnings in the future  sufficient to cover our
fixed charges. If we are unable to generate earnings in the future sufficient to
cover our fixed  charges  and are unable to borrow  funds from  existing  credit
facilities  or from other  sources,  we may be  required to  refinance  all or a
portion of our  existing  debt or to sell all or a portion of our assets.  There
can be no assurance that a refinancing  would be possible,  nor can there be any
assurance  as to the  timing of any asset  sales or the  proceeds  that we could
realize  therefrom.  In addition,  the terms of the debt restrict our ability to
sell assets and the use of the proceeds therefrom.

           If for any reason,  including a shortfall  in  anticipated  operating
results or proceeds  from asset  sales,  we were unable to meet our debt service
obligations, we would be in default under the terms of our existing debt. In the
event of such a default, some of our lenders could elect to declare certain debt
to be immediately due and payable,  including  accrued and unpaid  interest.  In
addition,  such lenders could proceed against the collateral  securing the debt,
which consists of substantially all of our current and future personal property.
Default on our senior debt obligation  could result in a default under our other
debt or result in bankruptcy.

The terms of our existing debt place significant  restrictions on our ability to
pursue financial and strategic opportunities.

           The  terms of our  existing  debt  contain  a number  of  significant
covenants that, among other things, restrict our ability to  dispose  of assets,
incur additional debt, repay other debt, pay dividends, make certain investments
or acquisitions,  repurchase  or  redeem  capital  stock,  engage in  mergers or
consolidations,  or  engage  in  certain  transactions  with   subsidiaries  and
affiliates, and engage in certain corporate activities.

         There can be no assurance  that these  restrictions  will not adversely
affect our ability to finance  future  operations  or capital needs or engage in
other business  activities  that may be in our best interest.  In addition,  the
terms of our  existing  debt  require us to  maintain  compliance  with  certain
financial  ratios.  Our  ability to comply  with such  ratios may be affected by
events  beyond our control.  A breach of any of these terms or our  inability to
comply with the required  financial ratios could result in our default under the
terms of other debt or result in bankruptcy.

We may  not be able to  successfully  identify,  acquire and  profitably operate
companies and businesses that are compatible with our operations.

           We continually evaluate the potential acquisition of other companies,
brands and producers of  complementary  product lines.  Our search may not yield
any  complementary  companies  or  brands,  and  even if we do  find a  suitable
acquisition  we may not be able  to  obtain  sufficient  financing  to fund  the
purchase.  We may not be able to  successfully  integrate the  operations of any
company that we acquire into our own  operations  and we cannot  assure you that
the acquired  operation will achieve the results we expected.  For example,  the
acquired  business may not achieve  revenues,  profits or  productiveness at the
same levels as our existing operations. The success of any acquisition will also
depend  upon our  ability  to retain  or hire,  and then  train  key  personnel.
Acquiring  another  company or business  may also have  negative  effects on our
business, results of operations and financial condition because our officers and
directors may focus their  attention on completing the  acquisition,  or because
other resources may be diverted to fulfilling the needs of the acquisition.

         We compete with other  companies who have greater  resources than we do
for the  opportunities  to buy other  companies and businesses and to expand our
operations.  As a result, even if we do identify a suitable acquisition,  we may
lose the  acquisition  to a  competitor  who offers a more  attractive  purchase
price.  At this time,  we do not have any  agreement or  arrangement  to buy any
other company or business, or to expand our operations.

Our financial success is linked to that of our customers,  and to our customers'
commitment to our products.

           Our  financial  success is  directly  related  to the  success of our
customers  and  the  willingness  of our  customers,  in  particular  our  major
customers, to continue buying our products.  Sales to the Company's five largest
customers  represented  approximately 51.1% and 50.9% of net sales during Fiscal
1999 and Fiscal 1998, respectively.  Sales to  Wal-Mart  (including Sam's Club),
accounted for approximately  24.2% and 23.8% of net sales during Fiscal 1999 and
Fiscal 1998, respectively.

           We do not have long-term  contracts with any of our customers.  Sales
to our  customers are  generally on an  order-by-order  basis and are subject to
rights of cancellation and  rescheduling by the customer or by us.  Accordingly,
the number of unfilled  orders at any given time is not indicative of the number
that will eventually be shipped. If we cannot timely fill our customers' orders,
our relationships  with our customers may suffer, and this could have a material
adverse effect on us,  especially if the  relationship is with a major customer.
Furthermore, if any of our major customers experiences a significant downturn in
its business, or fails to remain committed to our programs or brands, then these
customers  may  reduce or  discontinue  purchases  from us,  which  would have a
material  adverse  effect on our business,  results of operations  and financial
condition. See "Business-Customers and Customer Service."

We are subject to changes in the apparel  industry,  including  changing fashion
trends and consumer preferences.

           The  apparel  industry  has  historically  been  subject to  cyclical
variations.  A  recession  in the  general  economy,  or  any  other  events  or
uncertainties that discourage consumers from spending,  could have a significant
effect on our sales and  profitability.  We believe  that our success is largely
dependent on our ability to anticipate and respond promptly to changing consumer
demands  and  fashion  trends  in the  design,  styling  and  production  of our
products.  If we cannot  gauge  consumer  needs and  fashion  trends and respond
appropriately,  then consumers may not purchase our products and this would have
a material adverse effect on our business,  results of operations, and financial
condition.

           Various apparel retailers,  some our customers,  have in recent years
experienced   financial   problems.   Many  have  been  subject  to  bankruptcy,
restructuring,  or  liquidation,  while others have  consolidated  ownership and
centralized  buying  decisions.  This increases our risk of extending  credit to
these  retailers,  and may lead us to reduce or  discontinue  business with such
customers,  or to assume more credit risk relating to their receivables.  Either
one of these  actions  could have a  material  adverse  effect on our  business,
results of operations and financial condition.

We compete with  manufacturers and retailers in the highly  competitive  apparel
industry.

           We compete with many apparel manufacturers,  including brand name and
private label  producers and retailers who have, or may have,  the capability to
develop their  product and source their  products  internally.  Our products are
also in  competition  with many designer and  non-designer  product  lines.  Our
products compete  primarily on the basis of price,  quality,  and our ability to
satisfy  customer  orders in a timely manner.  Our failure to satisfy any one of
these  factors  could  cause  our  customers  to  purchase   products  from  our
competitors.  Many of our  competitors  and potential  competitors  have greater
financial, manufacturing and distribution resources than we do. If manufacturers
or retailers  increase their competition with us, or if our current  competitors
become  more  successful  in  competing  with us, we could  experience  material
adverse effects on our business,  results of operations and financial condition.
See "Business - Competition."

Our  use of  our  trademarks  and  trade  dress  may  subject  us to  claims  of
infringement by other parties.

           We use many  trademarks  in our  business,  some of which  have  been
registered with the United States Patent and Trademark  Office. We believe these
registered and common law trademarks and other proprietary  rights are important
to our competitive  position and to our success. The use and registration of our
trademarks and the use of our trade dress are challenged periodically.

         Despite our efforts to the contrary,  our  trademarks  and  proprietary
rights may violate the proprietary rights of others. If any of our trademarks or
other proprietary rights were found to violate the proprietary rights of others,
or were subjected to some other challenge, we cannot assure you that we would be
permitted  to  continue  using these  trademarks  or other  proprietary  rights.
Furthermore,  if we were sued for alleged infringement of another's  proprietary
rights, the party claiming  infringement might have greater resources than we do
to pursue  its  claims,  and we could be forced  to incur  substantial  costs to
defend the litigation. Moreover, if the party claiming infringement prevails, we
could be forced to pay significant  damages,  or to enter into expensive royalty
or licensing arrangements with the prevailing party.

           Pursuant to licensing  agreements,  we also have exclusive  rights to
use trademarks  owned by other companies in promoting,  distributing and selling
their products. We have periodically been involved in litigation regarding these
licensing agreements.  We cannot assure you that these licensing agreements will
remain in effect, or that they will be renewed. In addition, any future disputes
concerning these licenses may cause us to incur significant  litigation costs or
force us to suspend use of the trademarks.
See "Business - Trademarks and Licenses."

Our success  depends  upon our  ability to recruit  qualified  personnel  and to
retain senior management.

           Our continued success is dependent on retaining our senior management
as well as attracting and retaining  qualified  management,  administrative  and
operating personnel.  If we lose any members of our senior management,  or if we
do not recruit and retain other qualified personnel, then our business,  results
of operations and financial  condition could be materially  adversely  affected.
See "Business - Executive officers of the Registrant."

Additionally, some of our employees are members of unions with which the Company
has entered into  collective  bargaining  agreements.  If upon the expiration of
these  agreements,  the Company is unable to renew or enter into new  agreements
that are satisfactory to the Company,  the employees covered by these agreements
may strike or otherwise  be  unwilling to work for the Company.  The Company may
not be able to replace  these  employees in a timely  manner.  The loss of these
employees  may impact the  Company's  ability to  manufacture  and  deliver  its
products to customers on a timely basis.

Fluctuations in the price,  availability and quality of the fabrics or other raw
materials we use could increase our cost of sales and reduce our ability to meet
our customers' demands.

           The principal  fabrics used in our apparel  consist of cotton,  wool,
synthetic  and  blended  fabrics.  The price we pay for these  fabrics is mostly
dependent  on the market  prices  for the raw  materials  used to produce  them,
namely  cotton,  wool,  rayon and  polyester.  Depending on a number of factors,
including  crop  yields and  weather  patterns,  the  market  price of these raw
materials  may  fluctuate  significantly.  Moreover,  only a  limited  number of
suppliers  are  available  to supply  the  fabrics  at the level of  quality  we
require.  If we have to procure  fabrics  from  sources  other than our  current
suppliers,  the quality of the fabric may be  significantly  different from that
obtained from our current suppliers. Fluctuations in the price, availability and
quality of the fabrics or raw  materials  could  increase  our cost of sales and
reduce our ability to meet our customers'  demands. We cannot assure you that we
will  be able to pass  along  to our  customers  all,  or any  portion  of,  any
increases  in the prices paid for the  fabrics  used in the  manufacture  of our
products. See "Business - Operations."

We depend upon independent manufacturers in the production of our apparel.

           We use independent manufacturers to assemble or produce a substantial
portion of our products.  We depend on these  manufacturers'  ability to finance
the  assembly or  production  of goods  ordered  and to  maintain  manufacturing
capacity.  We do not exert direct control over these independent  manufacturers,
however,  and so we may be  unable  to  obtain  timely  delivery  of  acceptable
products.  We  generally  do not  have  long-term  contracts  with  any of these
independent manufacturers. As a result, we cannot be assured of an uninterrupted
supply  of our  product  from  our  independent  manufacturers.  If  there is an
interruption,   we  may  not  be  able  to   substitute   suitable   alternative
manufacturers because such substitutes may not be available,  or they may not be
able to provide us with  products  or services of a  comparable  quality,  at an
acceptable price or on a timely basis. See "Business Operations."

Our ability to  successfully  conduct  assembly  and  production  operations  in
facilities in foreign countries depends on many factors beyond our control.

           During  Fiscal  1999,  a  significant  portion of our  products  were
assembled or produced by independent manufacturers in the Dominican Republic and
Mexico.  It  is  possible  that  we  will  experience  difficulties  with  these
independent  manufacturers,  including reduced production  capacity,  failure to
meet  production  deadlines or increases  in  manufacturing  costs as more fully
discussed above. Also, using foreign manufacturers requires us to order products
further in  advance  to account  for  transportation  time.  If we  overestimate
customer demand, we may have to hold goods in inventory, and we may be unable to
sell these goods at the same margins as we have in the past.  On the other hand,
if we underestimate customer demand, we may not be able to fill orders in time.

           Other  problems  we may  encounter  by  using  foreign  manufacturers
include,  but  are  not  limited to  work stoppages;  transportation  delays and
interruptions;  delays and  interruptions  from  natural  disasters;   political
instability; economic disruptions; expropriation; nationalization; imposition of
tariffs;  imposition  of  import  and  export  controls;  changes in  government
policies.

           We also own one  manufacturing  facility which  operates  outside the
United States,  and this subjects us to additional  risks associated with owning
and operating manufacturing  facilities abroad. For example, a facility operated
in a foreign  country  may  become  subject  to that  country's  labor  laws and
government  regulations.  If the laws are  unfavorable  to our operations in any
foreign  country,  we could  experience a loss in revenues,  customer orders and
customer goodwill.

           We are also exposed to foreign  currency  risk. In the past,  most of
our  contracts  to have goods  assembled or produced in foreign  countries  were
negotiated  in United States  dollars.  If the value of the United States dollar
decreases, then the price that we pay for our products could increase, and it is
possible  that we would not be able to pass this  increase on to our  customers.
See "Business--Operations."

Our  products  that are imported  into the United  States are subject to certain
restrictions and tariffs.

           Most of our  import  operations  are  subject  to  bilateral  textile
agreements  between  the United  States and a number of other  countries.  These
agreements  establish  quotas  for the  amount  and  type of  goods  that can be
imported into the United States from these countries. These agreements allow the
United States, in certain circumstances, to impose restraints at any time on the
importation of additional or new  categories of  merchandise.  Future  bilateral
textile  agreements may also contain similar  restraints.  Our imported products
are also subject to United  States  customs  duties.  The United  States and the
countries  in which we  manufacture  our  products  may adjust  quotas,  duties,
tariffs or other restrictions  currently in effect. There are no assurances that
any  adjustments  would  benefit us.  These same  countries  may also impose new
quotas,  duties, tariffs or other restrictions.  Furthermore,  the United States
may bar imports of products that are found to be made by convicts,  or forced or
indentured  labor. The United States may also withdraw the "most favored nation"
status of certain  countries,  which could  result in the  imposition  of higher
tariffs on products  imported from those  countries.  All of these changes could
have a  material  adverse  effect on our  business,  results of  operations  and
financial condition. See "Business - Imports and Import Regulations."




Our management information system is an integral part of our operations and must
be updated regularly to respond to changing business needs.

           We  rely  upon  our   management   information   system  to   provide
distribution  services and to track operating results.  Further modification and
refinement  will be required as we grow and our  business  needs  change.  If we
experience  a  significant  system  failure  or if we are  unable to modify  our
management information systems to respond to changes in our business needs, then
our ability to properly and timely  produce and distribute our products could be
adversely affected. See "Business - Management Information Systems."

Principal  shareholders  of our company have a great deal of influence  over the
constitution of our board of directors,  and over matters submitted to a vote of
shareholders.

           The  following  table sets forth our principal  shareholders  and the
percentage of our common stock that they each own or control:

              Name of Shareholder and Title             Percentage of Shares of
                     (if applicable)                      Common Stock Owned
-----------------------------------------------------   ------------------------

William W. Compton                                               14.2%
Chairman of the Board and Chief Executive Officer

Michael Kagan                                                     8.5%
Executive Vice President and Chief Financial Officer

Accel, S.A. de C.V.                                              21.1%
(a Mexican corporation) ("Accel")


Pursuant to our Amended and Restated Articles of Incorporation,  Accel currently
has the right to nominate two persons to stand for  election to our eight member
Board of Directors,  and separate family limited partnerships  controlled by Mr.
Compton and by Mr.  Kagan,  respectively,  each have the right to  nominate  one
person to stand for election to our Board of  Directors.  Each of the  following
has entered into a shareholders' agreement:

o    Accel;
o    Mr. Compton;
o    Mr. Kagan;
o    The Compton Family Limited Partnership;
o    The Kagan Family Limited Partnership.

The  shareholders'  agreement  provides  that each of the parties  will vote the
shares of common  stock each owns or controls to elect the nominees of the other
parties to our Board of Directors.  Given their collective ownership of 43.8% of
our common stock, and the terms of the  shareholders'  agreement,  these parties
will have the ability to  significantly  influence the election of our directors
and the outcome of all other issues submitted to a vote of our shareholders.

Our sales and income levels are seasonal.

           Our  business  has  generally  been  seasonal,  with higher sales and
income in the second and fourth fiscal quarters,  just before and during the two
peak retail selling seasons for spring and fall  merchandise.  Also, some of our
products,  such as shorts and corduroy pants,  tend to be seasonal in nature. If
these types of seasonal products  represent a greater percentage of our sales in
the future, the seasonality of our sales may be increased.  This could alter the
differences in sales and income levels in the second and fourth fiscal  quarters
from the first and third fiscal quarters.

If  we,  our  customers  and  suppliers  are  not  Year  2000 compliant,  we may
experience  significant  problems in several areas of our business.

           In Fiscal 1998, the Company completed the evaluation and modification
of all of its information technology systems with regard to the Year 2000 Issue,
and the Company believes that all of its information  technology systems are now
Year 2000 compliant.  Should there be any portions of the Company's  information
systems that were overlooked in the remediation  process,  or become susceptible
to The  Year  2000  Issue  subsequent  to  such  remediation  as the  result  of
interaction with supplier or customer systems or otherwise,  the impact could be
felt  throughout the Company's main operating  system which includes  subsystems
related  to  customer  analysis,   order  processing,   planning,   procurement,
production, distribution and sales. Information technology plays a vital role in
almost  every aspect of the  Company's  operations.  See  "Business - Management
Information Systems" and "Managements Discussion and Analysis - Year 2000."

           Any  issues  with  the   Company's  information   technology  systems
resulting  from a Year 2000 Issue would  strike at a time of the  calendar  year
that is one of the Company's  busiest in terms of production  and  distribution.
While the Company  believes  that it will be able to sustain  normal  operations
even without any of its information technology systems, this could only continue
for a short  period of time.  The  resources  necessary to address any Year 2000
Issue which may arise will not be available  entirely from  internal  personnel,
and the Company will be forced to contract with third-party consultants. At this
time, the Company does not have any such third-party  consultants under contract
and does not anticipate  that it will enter into any such contracts prior to the
end of calendar  1999.  Further,  the Company does not  anticipate  that it will
stockpile raw materials or inventory in advance of the end of calendar  1999. As
a result, if the Company does experience Year 2000  Issue-related  problems with
its information  technology systems, it may not be able to do a number of things
including  design  new products;  control,  adjust  or operate the  computerized
cutting  systems;  receive  customer  ordering  information;   monitor  customer
inventory and  POS  information;  efficiently  execute  distribution  functions;
and monitor and  evaluate  overall  management  information  such as  inventory,
order flow and distribution.

           The Company has communicated with all significant suppliers and large
customers to determine  the extent to which the Company is  vulnerable  to those
third parties'  failure to remediate their own Year 2000 Issues.  As of the date
of this report,  substantially  all of the Company's  significant  suppliers and
customers have informed the Company that their systems are Year 2000  compliant.
If certain  suppliers are in fact not Year 2000  compliant,  it could affect the
Company's  ability to order and  receive  raw  materials  shipments  on a timely
basis,  which will have a direct and adverse impact on the Company's  production
schedule. This will then affect the Company's ability to fill customer orders on
a  timely  basis,  the  result  of which  may be a loss of  customer  sales.  In
addition,  if the Company's  customers are in fact not Year 2000  compliant,  it
could affect the Company's ability to receive order information  through EDI and
receive  POS  inventory  information,  both of which will also have a direct and
adverse impact on the Company's sales.


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

           The  Company's  market  risk is limited to  fluctuations  in interest
rates as it pertains to the  Company's  borrowings  under the  Facility  and the
Construction  Loan.  As of October  2, 1999,  the  Company's  interest  rates on
borrowings  under  the  Facility  and  Construction  Loan  were  8.6% and  7.8%,
respectively.  If the interest  rates on the  Company's  borrowings  average 100
basis  points more in Fiscal 2000 than they did in Fiscal  1999,  the  Company's
interest expense would increase and income before income taxes would decrease by
$582,000.  This amount is  determined  solely by  considering  the impact of the
hypothetical change in the interest rate on the Company's borrowing cost without
consideration  for  other  factors  such as  actions  management  might  take to
mitigate its exposure to interest rate changes.

           The Company has entered into an interest rate swap  agreement that is
intended  to  maintain  the  fixed/variable  mix of  the  interest  rate  on the
Construction  Loan within defined  parameters.  Variable rates are predominantly
linked to the LIBOR.  Any differences  paid or received on an interest rate swap
agreement are  recognized as  adjustments  to interest  expense over the life of
each swap,  thereby  adjusting  the effective  interest  rate on the  underlying
obligation.


Item 8.  Financial Statements and Supplementary Data

           The  information  called  for by this Item is  contained  in pages 32
through 52 of this report.

Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

           None.

PART III


Item 10.  Directors and Executive Officers of the Registrant

           The information under the captions  "Election of Directors - Nominees
for  Director,"  "Election of Directors - Directors  Continuing  in Office," and
"Other Matters - Section 16(a) Beneficial Reporting Compliance" in the Company's
Proxy Statement for its Annual Meeting of Shareholders to be held on February 2,
2000 (the "1999 Proxy  Statement")  is  incorporated  herein by  reference.  The
information called for by this Item, with respect to Executive Officers,  is set
forth in Item 1 of this  report  under the  caption  "Executive  Officers of the
Registrant."


Item 11.  Executive Compensation

           The  information   under  the  captions   "Election  of  Directors  -
Compensation of Directors" and "Election of Directors Executive Compensation" in
the Company's 1999 Proxy  Statement is  incorporated  by reference.  In no event
shall the  information  contained in the 1999 Proxy Statement under the captions
"Election of Directors - Executive  Compensation - Compensation Committee Report
on Executive  Compensation" and "Shareholder  Return Comparison" be incorporated
herein by reference.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

           The  information  under the caption  "Election  of  Directors - Stock
Ownership"  in the  Company's  1999 Proxy  Statement is  incorporated  herein by
reference.


Item 13.  Certain Relationships and Related Transactions

           The information  under the caption "Election of Directors - Executive
Compensation - Compensation  Committee Interlocks and Insider Participation" and
"Certain  Transactions"  in the Company's 1999 Proxy  Statement is  incorporated
herein by reference.



<PAGE>


PART IV


Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.


(a) 1.     Index to Financial Statements

           Report of Independent Certified Public Accountants
           Consolidated Balance Sheets
           Consolidated Statements of Income
           Consolidated Statements of Shareholders' Equity
           Consolidated Statements of Cash Flows
           Notes to Consolidated Financial Statements

(a) 2.     Financial Statement Schedule

           Schedule II - Valuation and Qualifying Accounts

(a) 3.     Exhibits

           The Index to Exhibits  attached  hereto lists the  exhibits  that are
filed as part of this report.

(b)        Reports on Form 8-K

           No reports on Form 8-K were filed during the fourth quarter of Fiscal
1999.



<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors
Tropical Sportswear Int'l Corporation

         We  have  audited  the  accompanying  consolidated  balance  sheets  of
Tropical Sportswear Int'l Corporation as of October 2, 1999 and October 3, 1998,
and the related  consolidated  statements of income,  shareholders'  equity, and
cash flows for each of the three years in the period ended October 2, 1999.  Our
audits also included the  financial  statement  schedule  listed in the index at
Item 14 (a).  These financial  statements and schedule are the responsibility of
the  Company's  management.   Our  responsibility  is to  express  an opinion on
these financial statements and schedule based on our audits.

         We conducted our audits in accordance with generally  accepted auditing
standards.  Those standards 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.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Tropical  Sportswear  Int'l  Corporation at October 2, 1999 and October 3, 1998,
and the  consolidated  results of its  operations and its cash flows for each of
the three  years in the  period  ended  October  2,  1999,  in  conformity  with
generally  accepted  accounting  principles.  Also, in our opinion,  the related
financial statement schedule, when considered in relation to the basic financial
statements  taken as a whole,  presents  fairly  in all  material  respects  the
information set forth therein.




ERNST & YOUNG LLP

/s/  Ernst & Young LLP

Tampa, Florida

November 12, 1999


<PAGE>

<TABLE>

<CAPTION>
                                              TROPICAL SPORTSWEAR INT'L CORPORATION

                                                      CONSOLIDATED BALANCE SHEETS
                                                  October 2, 1999 and October 3, 1998
                                                   (In thousands, except share data)

                                                                           1999                  1998
                                                                    -------------------    ------------------
<S>                                                                            <C>                   <C>
ASSETS
Current assets:
    Cash                                                                       $ 1,607               $ 2,097
    Accounts receivable                                                         76,225                72,355
    Inventories                                                                 72,181                84,099
    Deferred income taxes                                                       10,732                 9,372
    Prepaid expenses and other                                                  14,328                 5,674
                                                                    -------------------    ------------------
       Total current assets                                                    175,073               173,597
Property and equipment                                                          57,495                60,920
Less accumulated depreciation and amortization                                  15,310                 8,923
                                                                    -------------------    ------------------
                                                                                42,185                51,997
Other assets                                                                    16,729                20,176
Trademarks                                                                      14,354                14,876
Excess  of  cost  over  fair  value  of  net  assets  of  acquired              40,981                36,830
subsidiary, net
                                                                    -------------------    ------------------

Total assets                                                                  $289,322              $297,476
                                                                    ===================    ==================

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                           $31,922               $37,451
    Accrued expenses and other                                                  20,919                25,657
    Current installments of long-term debt                                         704                   831
    Current installments of obligations under capital leases                     1,487                 2,261
                                                                    -------------------    ------------------
       Total current liabilities                                                55,032                66,200
Long-term debt                                                                 164,534               166,339
Obligations under capital leases                                                 4,169                 5,155
Deferred income taxes                                                            2,860                 5,117
Other                                                                            2,904                 3,701
Commitments and contingencies
Shareholders' equity:
    Preferred stock, $100 par value; 10,000,000 shares
       authorized; no shares issued and outstanding                                 --                    --
    Common stock, $.01 par value; 50,000,000 shares authorized;
       7,618,835 and 7,600,000 shares issued and outstanding in
       1999 and 1998, respectively                                                  76                    76
    Additional paid in capital                                                  17,535                17,270
    Retained earnings                                                           41,781                33,530
    Accumulated other comprehensive income                                         431                    88
                                                                    -------------------    ------------------
       Total shareholders' equity                                               59,823                50,964
                                                                    -------------------    ------------------
Total liabilities and shareholders' equity                                    $289,322              $297,476
                                                                    ===================    ==================

                                                        See accompanying notes.

</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                                                TROPICAL SPORTSWEAR INT'L CORPORATION

                                                   CONSOLIDATED STATEMENTS OF INCOME
                                               (In thousands, except per share amounts)


                                                                        Fiscal Year Ended
                                                   ------------------------------------------------------------
                                                       October 2,            October 3,         September 27,
                                                          1999                  1998                 1997
                                                   -------------------    -----------------    -----------------

<S>                                                          <C>                  <C>                  <C>
Net sales                                                    $420,691             $263,976             $151,692
Cost of goods sold                                            302,769              195,087              115,637
                                                   -------------------    -----------------    -----------------
Gross profit                                                  117,922               68,889               36,055
Selling, general and administrative expenses                   80,511               43,204               19,443
Termination of system implementation                            3,999                   --                   --
                                                   -------------------    -----------------    -----------------
Operating income                                               33,412               25,685               16,612
Other expenses:
    Interest                                                   18,586                6,866                2,899
    Bridge loan funding fee                                         -                  500                    -
    Other, net                                                    973                1,036                  537
                                                   -------------------    -----------------    -----------------
                                                               19,559                8,402                3,436
                                                   -------------------    -----------------    -----------------
Income before income taxes                                     13,853               17,283               13,176
Provision for income taxes                                      5,602                6,481                4,907
                                                   -------------------    -----------------    -----------------
Net income                                                    $ 8,251             $ 10,802              $ 8,269
                                                   ===================    =================    =================

Net income per share
     Basic                                                      $1.08                $1.45                $1.38
                                                   ===================    =================    =================

     Diluted                                                    $1.05                $1.43                $1.37
                                                   ===================    =================    =================


                                                        See accompanying notes.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                              TROPICAL SPORTSWEAR INT'L CORPORATION
                                         CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                                          (In thousands)

                                                                                                    Accumulated
                                                                                                       Other
                                                                           Additional                 Compre-
                                 Preferred Stock         Common Stock        Paid In     Retained     hensive
                               Shares      Amount     Shares     Amount      Capital     Earnings      Income       Total

<S>                                  <C>     <C>         <C>          <C>      <C>         <C>         <C>           <C>
Balance at September 28,             39      $3,863      6,000        $60      $    --     $14,459     $    ----     $18,382
1996

    Net income                       --          --         --         --           --       8,269            --       8,269
                              ---------- ----------- ---------- ---------- ------------ ----------- ------------- -----------

Balance at September 27,             39       3,863      6,000         60           --      22,728            --      26,651
1997

    Net income                       --          --         --         --           --      10,802            --      10,802

    Foreign currency
    translations adjustment          --          --         --         --           --          --            88          88

    Total comprehensive income       --          --         --         --           --          --            --      10,890

    Sale of common stock             --         --       1,600         16      17,270           --            --      17,286

    Redemption of
    preferred stock                (39)    (3,863)          --          -          --           --            --      (3,863)

                              ---------- ----------- ---------- ---------- ------------ ----------- ------------- -----------
Balance at October 3, 1998           --          --      7,600         76       17,270      33,530            88      50,964

    Net income                       --          --         --         --           --       8,251            --       8,251

    Foreign currency
    translation adjustment           --          --         --         --           --          --           343         343

    Total comprehensive income       --          --         --         --           --          --            --       8,594

    Stock Option Exercises           --          --         19         --          265          --            --         265
                              ---------- ----------- ---------- ---------- ------------ ----------- ------------- -----------

Balance at October 2, 1999           --          --      7,619        $76      $17,535     $41,781          $431     $59,823
                              ========== =========== ========== ========== ============ =========== ============= ===========


       See accompanying notes.
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                                                 TROPICAL SPORTSWEAR INT'L CORPORATION

                                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                            (In thousands)



                                                                         Fiscal Year Ended
                                                        ----------------------------------------------------
                                                         October 2,        October 3,        September 27,
                                                            1999              1998               1997
                                                        --------------    --------------    ----------------
<S>                                                           <C>              <C>                  <C>
  Operating activities
  Net income                                                  $ 8,251          $ 10,802             $ 8,269
  Adjustments to reconcile net income to net
     cash provided (used) by operating activities:
         (Gain) loss on disposal of property and                   88               150                 (6)
            equipment
         Termination of system implementation                   3,999                --                  --
         Depreciation and amortization                          9,500             4,758               2,121
         Provision for doubtful accounts                        1,286             (347)                 331
         Deferred income taxes                                  6,350             1,970                 386
  Changes in operating assets and liabilities:
    (Increase) decrease in assets:
         Accounts receivable                                  (5,156)          (13,490)             (5,115)
         Inventories                                           12,218             (327)               1,931
         Prepaid expenses and other assets                    (1,103)           (7,881)               (257)
       Increase (decrease) in liabilities:
         Accounts payable                                     (5,529)             2,556             (1,121)
         Accrued expenses and other                          (11,744)               207                 412
                                                        --------------    --------------    ----------------
  Net cash provided (used) by operating activities             18,160           (1,602)               6,951

  Investing activities
  Capital expenditures                                       (15,094)           (6,881)             (5,162)
  Acquisition of subsidiary, net of cash acquired               (477)          (89,821)                  --
  Other                                                           323                --                  --
  Proceeds from sale of property and equipment                    448               592                  78
                                                        --------------    --------------    ----------------
  Net cash used by investing activities                      (14,800)          (96,110)             (5,084)

  Financing activities
  Proceeds of long-term debt                                   10,854           200,000               4,676
  Proceeds from sale of common stock                              265            17,286                  --
  Redemption of preferred stock                                    --           (3,863)                  --
  Principal payments of long-term debt                       (10,295)         (156,335)             (3,253)
  Principal payments of capital leases                        (2,527)           (1,257)               (424)
  Change in currency translation                                  343                --                  --
  Net proceeds from (repayment of) long-term
     revolving credit line borrowings                         (2,490)            43,862             (3,011)
                                                        --------------    --------------    ----------------
  Net cash (used) provided by financing activities            (3,850)            99,693             (2,012)

  Net (decrease) increase in cash                               (490)             1,981               (145)
  Cash at beginning of year                                     2,097               116                 261
                                                        --------------    --------------    ----------------
  Cash at end of year                                         $ 1,607           $ 2,097              $  116
                                                        ==============    ==============    ================



                                                        See accompanying notes.

</TABLE>

<PAGE>


                      TROPICAL SPORTSWEAR INT'L CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  Years Ended October 2, 1999, October 3, 1998,
                        and September 27, 1997 (Tables in
                      thousands, except share and per share
                                    amounts)



1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

         The consolidated financial statements  include the accounts of Tropical
Sportswear Int'l  Corporation (the Company) and its  wholly-owned  subsidiaries,
Savane  International Corp. (Savane) and  its subsidiaries,  Tropical Sportswear
Company,  Inc. and  Apparel Network Corporation.   All  significant intercompany
balances and transactions have been eliminated in consolidation.


Nature of Operations

         The  Company's  principal  line of business is the  marketing,  design,
manufacture and  distribution of sportswear,  primarily men's and women's casual
pants and shorts.  The principal markets for the Company include major retailers
within the United  States,  United  Kingdom,  Australia,  and New  Zealand.  The
Company  subcontracts a substantial portion of the assembly of its products with
independent manufacturers in the Dominican Republic and Mexico and, at any point
in time,  a majority of the  Company's  work-in-process  inventory is located in
those countries.


Accounting Period

         The Company operates on a 52/53-week annual accounting period ending on
the Saturday nearest September 30th. The years ended October 2, 1999, October 3,
1998, and September 27, 1997 contain 52, 53, and 52 weeks, respectively.


Net Income Per Share

         Net income per share is computed by dividing net income by the weighted
average number of common and common equivalent shares outstanding. In accordance
with Securities and Exchange Commission Staff Accounting Bulletin No. 83, common
equivalent  shares  issued by the  Company at prices  below the public  offering
price  during the  period  beginning  one year  prior to the filing  date of the
initial  public  offering have been included in the  calculation as if they were
outstanding for all periods prior to the offering.

         The following table sets forth the computation of basic and diluted net
income per share:

<TABLE>
<CAPTION>
                                                           Fiscal Year Ended
                                         -------------------------------------------------------
                                            October 2, 1999      October 3,        September 27,
                                                                    1998                1997
                                            ----------------   ---------------    -----------------

<S>                                                  <C>             <C>                  <C>
Numerator for basic and diluted net income per share:
      Net income                                     $8,251          $ 10,802             $  8,269

Denominator for basic net income per share:
    Weighted average shares of common
        stock outstanding                         7,614,282         7,470,620            6,000,000

Effect of dilutive stock options using the
    treasury stock method                           223,535            79,593               15,000
                                            ----------------   ---------------    -----------------

Denominator for diluted net income per            7,837,817         7,550,213            6,015,000
share
                                            ================   ===============    =================

Net income per share:
     Basic                                            $1.08             $1.45                $1.38
                                            ================   ===============    =================
     Diluted                                          $1.05             $1.43                $1.37
                                            ================   ===============    =================


Accumulated Other Comprehensive Income
</TABLE>

             Other   comprehensive   income  is  composed  of  foreign  currency
  translation  adjustments of $343,000 (net of tax benefit $233,000) and $88,000
  (net of tax  benefit  $55,000) in Fiscal  1999 and 1998,  respectively.  Total
  comprehensive  income  amounted to $8.6  million and $10.9  million for Fiscal
  1999 and 1998, respectively.


Revenue Recognition

         Based on its terms of F.O.B. shipping point,  the Company records sales
upon the shipment of finished products to the customer.


Foreign Currencies

Foreign  entities whose  functional  currency is not the U.S.  dollar  translate
monetary  assets and  liabilities at year-end  exchange  rates and  non-monetary
items at historical  rates.  Income and expense  accounts are  translated at the
average  rates in effect  during  the year,  except for  depreciation,  which is
translated at historical rates.  Gains and losses from changes in exchange rates
are recognized in consolidated income in the year of occurrence.

Foreign activities whose functional currency is the local currency translate net
assets at  year-end  rates and income and expense  accounts at average  exchange
rates.  Adjustments  resulting  from these  translations  are  reflected  in the
Shareholders' equity section as a component of other comprehensive income.


Advertising and Promotion Costs

         Advertising  and  promotion costs  are  expensed in  the year incurred.
Advertising expense was $12.3 million, $3.0 million, and none in 1999, 1998, and
1997, respectively.


Inventories

         Inventories  are  stated  at the  lower  of  cost  or  market.  Cost is
determined using the first-in,  first-out method. The Company records provisions
for markdowns and losses on excess and  slow-moving  inventory to the extent the
cost of inventory exceeds estimated net realizable value.


Property and Equipment

         Property and equipment are stated at cost.  The Company  primarily uses
straight-line  depreciation  methods over periods that  approximate  the assets'
estimated useful lives.


Trademarks

         Trademarks  represent  the fair  value of the  Savane(R)  and  Farah(R)
trademarks  that were acquired with the  acquisition of Savane (see Note 8). The
trademarks  effectively  have an indefinite  legal life and their value is being
amortized  on the  straight-line  basis  over a period of 30 years.  Accumulated
amortization  totaled  $646,000  at October 2, 1999 and  $124,000  at October 3,
1998.


Excess of Cost Over Fair Value of Net Assets of Acquired Subsidiary

         The excess of cost over fair value of net assets of acquired subsidiary
is primarily  related to the acquisition of Savane (see Note 8) and is amortized
on the straight-line basis over a period of 30 years.  Accumulated  amortization
totaled $1,660,000 at October 2, 1999 and $303,000 at October 3, 1998.


Use of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amount of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period.
Actual results could differ from the estimates.


Impairment of Long-Lived Assets

         Impairment  losses are recorded on long-lived assets used in operations
when impairment indicators are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount.  When
impairment  is indicated,  a loss is  recognized  for the excess of the carrying
values over the fair values.

Derivative Accounting

           The Company entered into a interest-rate swap agreement to modify the
interest  characteristics  of its outstanding  debt. The agreement is designated
with all or a portion  of the  principal  balance  and term of a  specific  debt
obligation.  The  agreement  involves the  exchange of amounts  based on a fixed
interest rate for amounts based on variable  interest rates over the life of the
agreement without an exchange of the notional amount upon which the payments are
based.  The  differential  to be paid or received as  interest  rates  change is
accrued and recognized as an adjustment of interest  expense related to the debt
(the accrual accounting  method).  The notional amount of the interest rate swap
is $7.0  million  and the swap  expires in May 2008.  The fair value of the swap
agreements  and  changes  in the fair  value as a result  of  changes  in market
interest rates are not recognized in the financial statements.


Financial Instruments

         The Company's financial  instruments include cash, accounts receivable,
accounts  payable,  long-term debt and  obligations  under capital  leases.  The
following  methods and  assumptions  were used by the Company in estimating  its
fair value disclosures for financial instruments:

        Cash,  accounts  receivable and accounts  payable:  The carrying amounts
        reported in the balance sheets approximate fair value.

        Long-term debt and obligations under capital leases: The carrying amount
        of the  Company  borrowings  under  its  variable  rate  long-term  debt
        agreements approximate their fair value. The fair value of the Company's
        fixed  rate  long-term  debt and  obligations  under  capital  leases is
        estimated using  discounted  cash flow analyses,  based on the estimated
        current  incremental  borrowing  rate for  similar  types  of  borrowing
        agreements.

                 The carrying amounts and fair value of the Company's  long-term
        debt and obligations under capital leases are as follows:

<TABLE>
<CAPTION>
                                            October 2, 1999                 October 3, 1998
                                      ----------------------------    ----------------------------
                                       Carrying          Fair          Carrying          Fair
                                         Value           Value           Value           Value
                                      ------------    ------------    ------------    ------------

<S>                                      <C>             <C>             <C>             <C>
Long-term debt and obligations
     under capital leases                $170,894        $163,027        $174,586        $174,586
Off balance sheet items:
     Interest-rate swap agreement             N/A             $99             N/A             $--

</TABLE>

Reclassifications

         Certain amounts in the Fiscal 1998 and 1997 financial  statements  have
been reclassified to conform to the Fiscal 1999 presentation.


Recent Accounting Pronouncements

         In June 1997, the Financial  Accounting  Standards  Board (FASB) issued
Statement of Financial Accounting  Standards (SFAS) No. 131,  "Disclosures about
Segments of an Enterprise and Related  Information."  Statement 131  establishes
standards for segment  reporting and  disclosure  of additional  information  on
products  and  services,  geographic  areas,  and major  customers.  The Company
implemented the provisions of Statement 131 at the beginning of Fiscal 1999. The
adoption  did not have a  material  affect on the  Company's  disclosures  as it
operates one segment.

         In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures
about Pensions and Other  Postretirement  Benefits."  Statement 132 requires the
Company to standardize certain disclosures and include additional information on
changes in benefit  obligations  and fair  values of plan  assets.  The  Company
adopted the provisions of Statement 132 in the first quarter of Fiscal 1999, the
effects of which are disclosed in Note 10.

         In June 1998, the FASB issued SFAS No. 133,  "Accounting for Derivative
Instruments  and  Hedging  Activities."  Statement  133  requires  an  entity to
recognize all  derivatives  as either assets or  liabilities in the statement of
financial  position and measure  those  instruments  at fair value.  The Company
plans to adopt Statement 133 on October 1, 2000, as required. The Company limits
its use of derivative  financial  instruments to the management of interest rate
risk.  The Company is currently  evaluating  the impact of Statement  133 on its
financial  statements  and has not yet  determined  the  impact,  if any, on the
consolidated financial statements of the Company.
<PAGE>
<TABLE>
<CAPTION>
Statement of Cash Flows

         Supplemental cash flow information:
                                                        Year Ended
                                ----------------- -- ----------------- -- ------------------
                                October 2, 1999         October 3,          September 27,
                                                           1998                 1997
                                -----------------    -----------------    ------------------
<S>                                 <C>                   <C>                    <C>
Cash paid for:
Interest                            $18,360               $3,262                 $2,937
Income taxes                          1,641                6,068                  4,150
</TABLE>
         Capital lease obligations of $767,000,  none and $630,000 were incurred
when the  Company  entered  into  leases for new  equipment  in the years  ended
October 2, 1999, October 3, 1998 and September 27, 1997, respectively. In Fiscal
1999, the Company sold $4.1 million of equipment in return for notes  receivable
and the termination of system implementation write-off was net of a $5.3 million
settlement receivable.


2.  ACCOUNTS RECEIVABLE
<TABLE>
<CAPTION>
       Accounts receivable consist of the following:
                                                                 October 2,         October 3,
                                                                    1999               1998
                                                              --------------    ---------------
<S>                                                                 <C>                <C>
      Receivable from factor                                        $73,074            $62,330
      Receivable from trade accounts                                  5,723             11,311
      Reserve for returns and allowances                             (2,572)            (1,286)
                                                              ---------------    ---------------
                                                                    $76,225            $72,355
                                                              ===============    ===============
</TABLE>

         The  Company  has  two  separate   factoring   agreements.   Under  the
agreements, substantially all of the Company's trade receivables are assigned on
an ongoing basis,  without recourse,  except for credit losses on the first .10%
of amounts  factored.  The factoring  agreements  are with  national  companies,
which, in management's  opinion, are highly creditworthy.  The purchase price of
each  receivable  is the net face amount,  less a factoring  discount of .18% to
 .25%.


3.  INVENTORIES
<TABLE>
<CAPTION>
         Inventories consist of the following:
                                                          October 2,           October 3,
                                                             1999                 1998
                                                      -----------------    ----------------

<S>                                                            <C>                 <C>
               Raw materials                                   $ 7,425             $11,340
               Work in process                                  15,445              21,886
               Finished goods                                   49,311              50,873
                                                      -----------------    ----------------
                                                               $72,181             $84,099
                                                      =================    ================
</TABLE>

         The Company has established  valuation  reserves of approximately  $4.8
million, $8.1 million, and $2.2 million at October 2, 1999, October 3, 1998, and
September  27,  1997,  respectively,  to  reflect  a write  down of  excess  and
slow-moving inventory to net realizable value.


4.  PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
         Property and equipment consist of the following:

                                      October 2,          October 3,               Life
                                         1999                1998                (Years)
                                   -----------------    ----------------        -----------
<S>                                          <C>                 <C>                <C>
Land                                         $4,106              $3,976                 --
Land improvements                             1,593               1,594                 15
Building and improvements                     9,825              10,723             3 - 50
Machinery and equipment                      36,720              35,521             3 - 12
Leasehold improvement                         1,081               5,146             5 - 25
Construction in progress                      4,170               3,960                 --
                                   -----------------    ----------------
                                            $57,495             $60,920
                                   =================    ================
</TABLE>

         During 1999,  1998, and 1997 the Company  capitalized  interest cost of
$329,000,  $96,000 and none,  respectively,  for property  and  equipment in the
process of  construction.  Total  depreciation  expense was $7.6  million,  $4.3
million,  and $2.1 million for the years ended October 2, 1999,  October 3, 1998
and September 27, 1997, respectively.


5.  DEBT

         Long-term debt consists of the following:

                                       October 2,           October 3,
                                          1999                 1998
                                    ------------------     --------------

Revolving credit line                         $53,506            $55,997
Real estate loan                               10,691              9,520
Other notes payable                             1,041              1,653
Senior subordinated notes                     100,000            100,000
                                    ------------------     --------------
                                              165,238            167,170
Less current maturities                           704                831
                                    ------------------     --------------
                                             $164,534           $166,339
                                    ==================     ==============

         On  May  28,  1999,  the  Company  entered  into  a  construction  loan
("Construction  Loan") agreement secured by the Company's  distribution  center,
cutting facility, and administrative offices in Tampa, Florida. The Construction
Loan was utilized to refinance  $9.5 million  outstanding  on the Company's real
estate loan and to finance up to $6.0 million of an  expansion to the  Company's
Tampa  distribution  facility.  In March  2000,  the  Construction  Loan will be
converted  to a similarly  secured  term loan.  Principal  and  interest are due
monthly  on the  refinanced  amount and the loan  bears  interest  at the 30-day
London  Interbank   Offered  Rate  (LIBOR)  plus  an  applicable   margin.   The
Construction  Loan requires monthly interest payments through February 2000 with
principal payments commencing in March 2000. The principal payments are based on
a 20-year  amortization with all outstanding  principal due on or before May 15,
2008.

         Under the terms of an interest-rate  swap agreement,  on the first $7.0
million of  borrowings  under the  Construction  Loan,  interest is payable at a
fixed base rate plus an  applicable  margin  (8.6% at October 2,  1999).  On the
remainder of the borrowings,  interest is payable based on the 30-day LIBOR rate
plus an applicable margin. As of October 2, 1999, the effective interest rate on
the Construction Loan was approximately 7.8%.

         On June 10, 1998, the Company  closed on a senior credit  facility (the
Facility)  which  provided  for  borrowings  of up to $110  million,  subject to
certain  borrowing  base  limitations.  The Facility was obtained in conjunction
with the Company's  acquisition of Savane (See Note 8) and was used to refinance
indebtedness then outstanding under the Company's previous revolving credit line
and equipment loan facility,  to refinance  indebtedness of Savane,  to pay fees
incurred in connection with the acquisition of Savane and with the Facility, and
for general  corporate  purposes.  Borrowings  under the Facility  bear variable
rates of interest  based on LIBOR plus an applicable  margin (8.6% at October 2,
1999) and are secured by substantially all of the Company's domestic assets. The
Facility matures in June 2003. Debt issue costs of $1.4 million were incurred in
connection  with the Facility and are included in other assets.  These costs are
being  amortized to interest  expense  over the life of the  Facility  using the
effective  interest  method.  As of  October 2,  1999,  excluding  the impact of
outstanding letters of credit of approximately $5.9 million, an additional $33.4
million was available for borrowings under the Facility.

         On  June  10,  1998,  the  Company  closed  on a $100  million  interim
financing  facility  (the Bridge  Facility).  The net  proceeds  from the Bridge
Facility  were used to acquire  Savane and pay related  fees and  expenses.  The
Bridge Facility was repaid on June 24, 1998 as described below. A funding fee of
$500,000 was incurred and amortized over the 14-day life of the loan.

         On June 24,  1998,  the Company  closed on the sale of $100  million of
senior  subordinated  notes (the Notes) through a private  placement.  Under the
terms of the  indenture  agreement  underlying  the Notes,  the Company will pay
semi-annual  interest at the rate of 11% for ten years, at which time the entire
principal  amount is due. The net  proceeds  from the Notes were used to repay a
portion of the  borrowings  outstanding  under The Bridge  Facility.  Debt issue
costs of $4.1 million were  incurred  and are  included in other  assets.  These
costs are being  amortized to interest  expense over the life of the Notes using
the effective interest method.

         Other notes payable consists primarily of loans for equipment purchases
with  maturities  through 2007.  Interest  rates on the loans range from 8.9% to
10.9%.

         The Company's  debt  agreements  contain  certain  covenants,  the most
restrictive of which are as follows:  (i) maintenance of consolidated  net worth
at specified  levels,  (ii) achievement of specified  adjusted net earnings from
operations,  (iii)  maintenance  of debt  service  coverage  ratio at  specified
levels,  (iv)  limitations on annual capital  expenditures,  (v)  limitations on
liens,  and (vi)  prohibition  of the  payment of  dividends.  The Company is in
compliance with all such covenants.

         The scheduled maturities of long-term debt are as follows:

   Fiscal Year             Amount
-------------------    ----------------

2000                            $  704
2001                               713
2002                               713
2003                            54,220
2004                               713
Thereafter                     108,175


6.  LEASES

         The Company leases administrative facilities, production facilities and
certain equipment under non-cancelable leases.

         Future minimum lease payments  under  operating  leases and the present
value of future  minimum  capital  lease  payments  as of October 2, 1999 are as
follows:
<TABLE>
<CAPTION>

                                                             Operating              Capital
                     Fiscal Year                               Leases                Leases
------------------------------------------------------    -----------------   --------------

<S>                                                                 <C>              <C>
2000                                                                $3,628           $ 1,980
2001                                                                 3,268             1,351
2002                                                                 2,601             1,222
2003                                                                 2,710             1,115
2004                                                                 2,574               964
Thereafter                                                           8,628               141
                                                          -----------------   ---------------
Total minimum lease payments                                       $23,409             6,773
                                                          =================
Less amount representing interest                                                      1,117
                                                                              ---------------
Present value of minimum capital lease payments                                        5,656
Less current installments                                                              1,487
                                                                              ----------------
                                                                                      $4,169
                                                                              ================

</TABLE>

         The following summarizes the Company's assets under capital leases:

                                     October 2,            October 3,
                                        1999                  1998
                                 --------------------    ----------------

Machinery and equipment                   $9,639             $13,560
Accumulated amortization                   3,472               5,356


         Amortization  of assets  under  capital  leases  has been  included  in
depreciation. Total rental expense for operating leases for 1999, 1998, and 1997
was $4.6 million, $2.4 million, and $465,000, respectively.


7.  INCOME TAXES

         Deferred  income tax assets and liabilities are provided to reflect the
future  tax  consequences  of  differences  between  the tax bases of assets and
liabilities and their reported amounts in the financial statements.

         For financial reporting  purposes,  income before income taxes includes
the following components:
<TABLE>
<CAPTION>

                                                       Year Ended
                               ------------------------------------------------------------
                                   October 2,            October 3,         September 27,
                                      1999                  1998                1997
                               -------------------    -----------------    ----------------
<S>                                       <C>                  <C>                 <C>
Domestic                                  $11,196              $18,939             $13,176
Costa Rica                                  1,507               (1,791)                 --
Australia                                     910                   83                  --
Other foreign                                 240                   52                  --
                               -------------------    -----------------    ----------------
                                          $13,853              $17,283             $13,176
                               ===================    =================    ================

</TABLE>

         The components of the income tax provision (benefit) are as follows:
<TABLE>
<CAPTION>
                                                                   Year Ended
                                              ----------------------------------------------------------
                                                 October 2,          October 3,         September 27,
                                                    1999                1998                 1997
                                              -----------------    ----------------    -----------------
<S>                                                  <C>                    <C>                  <C>
Current:
   Federal                                           $ (1,169)              $4,132               $4,143
   Australia                                              328                   41                   --
   Other foreign                                           50                  (2)                   --
   State                                                   43                  340                  378
                                              -----------------    ----------------    -----------------
                                                         (748)               4,511                4,521
Deferred:
   Federal                                              5,919                1,962                  365
   State                                                  431                    8                   21
                                              -----------------    ----------------    -----------------
                                                        6,350                1,970                  386
                                              -----------------    ----------------    -----------------
                                                       $5,602               $6,481               $4,907
                                              =================    ================    =================
</TABLE>


         The  reconciliation  of  income  taxes  computed  at the  U.S.  Federal
statutory tax rate to the Company's income tax provision is as follows:

<TABLE>
<CAPTION>
                                                                      Year Ended
                                              ----------------------------------------------------------
                                                 October 2,          October 3,         September 27,
                                                    1999                1998                 1997
                                              -----------------    ----------------    -----------------

<S>                                                      <C>                <C>                  <C>
Income tax expense at Federal
   statutory rate (34% in 1999,
   35% in 1998 and 34% in 1997)                          $4,710             $6,049               $4,480
State taxes, net of Federal tax benefit                     474                221                  348
Income (losses) of foreign subsidiaries                   (170)                628                   --
Amortization of goodwill                                    420                154                    4
Unrepatriated foreign earnings                               -               (488)                   --
Other                                                      168                (83)                   75
                                              -----------------    ----------------    -----------------
                                                        $5,602              $6,481               $4,907
                                              =================    ================    =================
</TABLE>


         Deferred  income  taxes  reflect  the  net  tax  effects  of  temporary
differences between the carrying amounts of assets and liabilities for financial
reporting  purposes  and the  amounts  used for  income  taxes.  Certain  of the
Company's  foreign  subsidiaries  have  undistributed  accumulated  earnings  of
approximately  $24.9  million,  as adjusted  for U.S. tax purposes at October 2,
1999. No U.S. tax has been provided on the  undistributed  earnings  because the
Company  intends  to   indefinitely   reinvest  such  earnings  in  the  foreign
operations.  The amount of the  unrecognized  deferred tax liability  associated
with the undistributed  earnings that have not been previously taxed in the U.S.
was approximately  $5.3 million at October 2, 1999. If earnings are repatriated,
foreign tax credits can offset a portion of the U.S. tax on such earnings.

         The temporary differences that give rise to significant portions of the
deferred tax assets  and liabilities  as of October 2, 1999  and October 3, 1998
are presented below:

<TABLE>
<CAPTION>
                                                                              Year Ended
                                                                ---------------------------------------
                                                                    October 2,            October 3,
                                                                       1999                  1998
                                                                   ---------------    -----------------
<S>                                                                       <C>                  <C>
             Deferred tax assets:
                 Inventory                                                $2,858               $2,801
                 Accounts receivable                                         825                  257
                 U.S. Federal NOL carryforwards                            5,739                6,924
                 U.S. State NOL carryforwards                                111                    -
                 Foreign NOL carryforwards                                 2,344                1,862
                 Tax credits                                                 802                  857
                 Accrued exit costs - U.S.                                 5,698                3,697
                 Accrued exit costs - foreign                              1,959                2,174
                 Other accrued expenses and reserves                       1,962                3,115

             Deferred tax liabilities:
                 Depreciation                                             (2,296)              (2,177)
                 Unrepatriated foreign earnings                                 -              (4,291)
                 Trademarks                                               (5,330)              (5,514)
                 Other items                                              (3,283)              (2,859)
                                                                   ---------------    -----------------
             Net deferred tax asset                                       11,389                6,846
             Valuation allowance                                          (2,591)              (2,591)
                                                                   ---------------    -----------------
             Deferred tax asset, net of valuation allowance               $8,798               $4,255
                                                                   ===============    =================

             Classified as follows:
                 Current asset                                           $10,732               $9,372
                 Non-current asset                                           926                    -
                 Non-current liability                                    (2,860)              (5,117)
                                                                   ---------------    -----------------
                                                                          $8,798               $4,255
                                                                   ===============    =================
</TABLE>

         A valuation  allowance to reduce the  deferred  tax assets  reported is
required  if,  based on the weight of the  evidence,  it is more likely than not
that some portion or all of the  deferred  tax assets will not be realized.  For
the  fiscal  years  ended  October  2,  1999 and  October  3,  1998,  management
determined  that  respective  valuation  allowances  of $2.6  million  and  $2.6
million, respectively, were necessary to reduce the deferred tax assets relating
to certain foreign net operating loss carryforwards, capital loss carryforwards,
foreign tax credit  carryforwards and other accruals not expected to result in a
future realizable benefit.

         At October 2, 1999,  the  Company's  United  Kingdom  subsidiary  had a
foreign operating loss of $3.8 million which carries forward  indefinitely.  For
domestic purposes,  the Company has Federal net operating loss carryforwards for
tax purposes of approximately  $16.2 million which will expire as follows:  $4.6
million  in 2009,  $3.3  million  in 2011,  and $8.3  million  in 2017.  The net
operating loss  carryforwards will be subject to certain tax law provisions that
limit  the   utilization  of  net  operating   losses  that  were  generated  in
pre-acquisition  years and were acquired  through  changes in  ownership.  These
limitations  were considered  during  management's  evaluation of the need for a
valuation allowance.  The Company has AMT credit carryforwards of $298,000 which
carry  forward  indefinitely.  In  addition,  the Company has foreign tax credit
carryforwards  of  approximately   $504,000  to  offset  future  U.S.  taxes  on
repatriated  foreign income.  These foreign tax credit  carryforwards  expire in
2001.


8.  ACQUISITION OF SAVANE INTERNATIONAL CORP.

         The Company  completed the  acquisition of Savane on June 10, 1998. The
total purchase price,  including cash paid for common stock acquired,  cash paid
for the fair value of outstanding stock options, and fees and expenses less cash
acquired amounted to $90.8 million.

         The  acquisition  has been  accounted for using the purchase  method of
accounting  and the  Savane  results of  operations  have been  included  in the
consolidated  statements of income since the acquisition date. The fair value of
identifiable  tangible  and  intangible  net  assets  acquired,  including  cash
acquired of $9.3 million, was $57.6 million. The purchase price in excess of net
assets  acquired of $42.5  million was  allocated to  goodwill.  The goodwill is
being amortized over a period of 30 years.

         Subsequent to the acquisition,  the Company began performing a thorough
analysis of Savane's  operations and developed a plan to exit certain activities
and terminate  certain  personnel.  The major activities to date include,  among
other things,  elimination of redundant personnel,  closure of two manufacturing
facilities in Costa Rica,  closure of a manufacturing  facility and an inventory
consolidation  warehouse  in Mexico,  disposal  of a chain of 32 retail  stores,
closure of a storage  facility in Texas,  and the disposal of certain  equipment
and other  non-operating  assets. As of October 2, 1999, the Company has accrued
approximately  $6.0  million  related to exit costs which  primarily  consist of
estimated lease termination costs and related expenses. The activity in the exit
accruals during the years were as follows:
<TABLE>
<CAPTION>

                                                            Year Ended
                                              ---------------------------------------
                                                October 2,            October 3,
                                                   1999                  1998
                                              ----------------    -------------------

<S>                                                   <C>                    <C>
Beginning balance                                     $7,267                 $    --
Adjustments to cost of Savane                          7,884                 10,666
Reductions/payments                                   (9,121)                (3,399)
                                              ================    ===================
Ending balance                                        $6,030                $ 7,267
                                              ================    ===================
</TABLE>

         The two manufacturing facilities in Costa Rica, including other movable
assets,  are included in other assets.  The Company has valued these assets held
for sale at an estimated  net  realizable  value of $2.0 million  based on local
market  conditions  and expects to dispose of these  assets by the end of Fiscal
2000.

         The unaudited pro forma results  presented below include the effects of
the acquisition as if it had been consummated at the beginning of the year prior
to  acquisition.  The unaudited  pro forma  financial  information  below is not
necessarily  indicative of either  future  results of operations or results that
might have been achieved had the acquisition  been  consummated at the beginning
of the year prior to acquisition.


<TABLE>
<CAPTION>
                                                                     Year Ended
                                                       -----------------------------------------
                                                          October 3,           September 27,
                                                             1998                   1997
                                                       -----------------     -------------------

<S>                                                            <C>                     <C>
            Net sales                                          $448,795                $425,411
            Net income (loss)                                    (3,184)                   (898)
            Earnings (loss) per share-basic
            and diluted share                                     (0.43)                  (0.15)
</TABLE>



9.  COMMITMENTS AND CONTINGENCIES

         As of October 2, 1999, the Company had  approximately  $14.7 million of
outstanding trade letters of credit with various  expiration dates through April
2000.

         The Company is not involved in any legal  proceedings which the Company
believes could  reasonably be expected to have a material  adverse effect on the
Company's business, financial position or results of operations.


10.  EMPLOYEE BENEFIT PLANS

Defined Contribution Plans

         The Company has two separate  401(k)  profit  sharing plans under which
all domestic employees are eligible to participate.  Employee  contributions are
voluntary  and  subject to Internal  Revenue  Service  limitations.  The Company
matches,  based on annually determined factors,  employee contributions provided
the employee  completes certain levels of service annually and is employed as of
December 31 of each plan year. For 1999,  1998, and 1997, the Company,  recorded
expenses of  $585,000,  $264,000,  and $114,000  respectively,  related to these
plans.


Defined Benefit Plan

           Under the defined  benefit plan which covers  certain  Savane cutting
and  distribution  center  associates,  the basic monthly  pension  payable to a
participant  upon  normal  retirement  equals the  product of the  participant's
monthly  benefit rate times the number of years of credited  service.  Assets of
the defined benefit plan are invested primarily in U.S. government  obligations,
corporate bonds, and equity securities.

           The Company's  policy is to fund accrued pension cost when such costs
are deductible for tax purposes.  Net periodic  pension cost for the years ended
October 2, 1999 and October 3, 1998, included the following components:

<TABLE>
<CAPTION>

                                                                        October 2,           October 3,
                                                                           1999                 1998
                                                                     -----------------    -----------------

<S>                                                                             <C>                  <C>
Service cost-benefits earned during the period                                  $ 37                 $ 36
Interest cost on projected benefit obligation                                    555                  516
Estimated return on plan assets                                                 (786)                (711)
Net amortization and deferral                                                    124                   61
                                                                     -----------------    -----------------
    Net periodic pension cost                                                   $(70)                $(98)
                                                                     =================    =================

</TABLE>

           The  following  table  sets forth the  funded  status of the  defined
benefit plan:
<TABLE>
<CAPTION>

                                                                        October 2,          October 3,
                                                                           1999                1998
                                                                     -----------------    ----------------
ACTUARIAL PRESENT VALUE OF BENEFIT OBLIGATION:
<S>                                                                            <C>                 <C>
Accumulated benefit obligation                                                 $7,938              $8,258

Projected benefit obligation                                                    7,938               8,258
Plan assets at market value                                                     8,362               8,335
                                                                     -----------------    ----------------
    Funded status                                                                 424                  77
Unrecognized transition liability being recognized over
    average future service of plan participants                                   207                 274
Unrecognized net loss from past experience different from
    that assumed and effects of changes in assumptions                          1,375               1,517
                                                                     -----------------    ----------------

    Prepaid expense                                                            $2,006              $1,868
                                                                     =================    ================
</TABLE>


           The following table provides a reconciliation of beginning and ending
balances of the benefit obligation of the defined benefit plan:
<TABLE>
<CAPTION>

                                                                        October 2,          October 3,
                                                                           1999                1998
                                                                     -----------------    ----------------
<S>                                                                            <C>                 <C>
CHANGE IN BENEFIT OBLIGATION:
Projected benefit obligation, beginning of year                                $8,258              $7,824
Service cost                                                                       37                  36
Interest cost                                                                     555                 516
Benefits paid                                                                   (707)               (597)
Actuarial (gain) loss                                                           (205)                 479
                                                                     -----------------    ----------------
Projected benefit obligation, end of year                                      $7,938              $8,258

</TABLE>

           The following  table provides a  reconciliation  of the beginning and
ending balances of the fair value of plan assets of the defined benefit plan:
<TABLE>
<CAPTION>

                                                                        October 2,          October 3,
                                                                           1999                1998
                                                                     -----------------    ----------------
<S>                                                                            <C>                 <C>
CHANGE IN PLAN ASSETS:
Plan assets at fair value, beginning of year                                   $8,335              $8,371
Actual return on plan assets                                                      666                 466
Company contribution                                                               68                  95
Benefits paid                                                                   (707)               (597)
                                                                     -----------------    ----------------
Plan assets at fair value, end of year                                         $8,362              $8,335

</TABLE>

           In  determining  the  benefit  obligations  and  service  cost of the
Company's defined benefit plan, a weighted average discount rate and an expected
long-term  rate of return on plan  assets of 7.5% and 9.5%,  respectively,  were
used for 1999, and 7.0% and 9.5%, respectively, were used for 1998.


11.  STOCK OPTION PLANS

           In December 1996 and January 1997, the Board of Directors  granted to
key members of management,  non-qualified  options to purchase  60,750 shares of
common  stock of the  Company at an  exercise  price of $10.50  per  share,  its
estimated fair value at the date of grant.

           The Board of  Directors  has adopted two stock  option  plans,  which
became  effective  on October 28,  1997.  The  Employee  Stock  Option Plan (the
Employee  Plan) and the  Non-Employee  Director  Stock Option Plan (the Director
Plan) reserve  1,200,000  shares of common stock for future  issuance  under the
plans. The per share exercise price of each stock option granted under the plans
will be equal to the quoted fair market value of the stock on the date of grant,
except in the case of a more than 10%  shareholder  which  grants  are priced at
110% of fair market value of the stock on the date of grant.

           There are 691,015  options granted which have ten year terms and vest
at the rate of 33-1/3% per year on each anniversary of the date of grant, 97,100
shares that have ten year terms and vested 100% on the date of grant, and 20,518
options  granted  which have five year terms and vest at the rate of 33-1/3% per
year on each anniversary of the date of grant

           The Company has elected to follow Accounting Principles Board Opinion
No.  25,  "Accounting  for  Stock  Issued  to  Employees"  (APB 25) and  related
interpretations  in  accounting  for its  employee  stock  options  because,  as
discussed below,  the alternative fair value accounting  provided for under FASB
Statement No. 123,  "Accounting for Stock Based  Compensation,"  (Statement 123)
requires  use of option  valuation  models  that were not  developed  for use in
valuing employee stock options.  Under APB 25, because the exercise price of the
Company's employee stock options equals the market price of the underlying stock
on the date of grant, no compensation expense is recognized.

           Pro forma information  regarding net income and earnings per share is
required  by  Statement  123,  which  also  requires  that  the  information  be
determined  as if the Company  has  accounted  for its  employee  stock  options
granted  subsequent  to December  31,  1994 under the fair value  method of that
Statement.  The fair value for these  options was estimated at the date of grant
using a Black-Scholes  option pricing model with the following  weighted-average
assumptions for 1999 and 1998, respectively: risk-free interest rate of 6.1% and
4.0%; a dividend yield of 0% and 0%;  volatility  factor of the expected  market
price of the  Company's  common  stock of .87 and  .92;  and a  weighted-average
expected life of the option of seven years and eight years.

           The  Black-Scholes  option  valuation  model was developed for use in
estimating the fair value of traded  options which have no vesting  restrictions
and are fully  transferable.  In addition,  option  valuation  model require the
input of highly  subjective  assumptions  including  the  expected  stock  price
volatility.  Because the Company's  employee stock options have  characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially  affect the fair value estimate,  in
management's  opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

           For purposes of pro forma  disclosures,  the estimated  fair value of
the options is  amortized  to expense  over the  options'  vesting  period.  The
Company's pro forma  information  for 1999 and 1998 is (in thousands  except for
earnings per share information):

<TABLE>
<CAPTION>

                                                                               Year Ended
                                                        ---------------- -- ----------------- -- ----------------
                                                        October 2, 1999        October 3,         September 27,
                                                                                  1998                1997
                                                        ----------------    -----------------    ----------------

<S>                                                          <C>                  <C>                  <C>
              Pro forma net income                           $6,352               $10,235              $8,230
              Pro forma earnings per share - basic            $0.83                 $1.37               $1.37
              Pro forma earnings per share - diluted          $0.81                 $1.36               $1.37

</TABLE>

           A  summary  of the  Company's  stock  option  activity,  and  related
information follows:
<TABLE>
<CAPTION>

                                                       1999                                    1998
                                       -------------------------------------     ---------------------------------
                                                              Weighted                          Weighted Average
                                                               Average                           Exercise Price
                                                           Exercise Price                          Per Share
                                          Options             Per Share           Options
                                       --------------     ------------------     ----------    -------------------

<S>                                          <C>                     <C>            <C>                    <C>
Outstanding-beginning of year                485,700                 $13.53         60,750                 $10.50
Granted                                      382,600                  19.55        451,900                  13.84
Exercised                                   (19,035)                  11.78             --                     --
Canceled/expired                            (40,632)                  15.88       (26,950)                  11.88
                                       ==============     ==================     ==========    ===================
Outstanding-end of year                      808,633                 $16.24        485,700                 $13.53
                                       ==============     ==================     ==========    ===================

Weighted-average fair value of
   options granted during the year                                   $12.64                                 $5.17

</TABLE>

           The  exercise  price range of  outstanding  and  exercisable  options
follows:

  Outstanding         Exercisable          Exercise Price
    Options             Options            Range Per Share
-----------------    --------------    ------------------------

         248,133            95,152             $10.25 - $12.00
         260,400            67,802             $13.20 - $16.88
         202,600            63,102             $16.94 - $20.88
          97,500            20,834             $21.50 - $27.75
=================    ==============
         808,633           246,890
=================    ==============

           The  weighted-average  remaining  contractual life of the outstanding
options is eight years.

<PAGE>
12.  QUARTERLY RESULTS OF OPERATIONS

         The  following  is a summary  of the  unaudited  quarterly  results  of
operations:
<TABLE>
<CAPTION>
                                                                          Net           Net Income (Loss)
                                          Net            Gross           Income                Per
                                         Sales          Profit           (Loss)          Share - Diluted
                                      ------------    ------------    -------------    --------------------
<S>                                       <C>             <C>              <C>                       <C>
Year Ended October 2, 1999
    First Quarter                         $94,186         $27,296          $ 2,331                   $0.30
    Second Quarter                        110,709          31,513            4,001                    0.51
    Third Quarter                         110,544          29,623            3,275                    0.42
    Fourth Quarter                        105,252          29,490           (1,356)                  (0.18)

Year Ended October 3, 1998
    First Quarter                         $35,094          $8,070           $1,305                   $0.18
    Second Quarter                         47,373          11,701            3,253                    0.43
    Third Quarter                          69,823          17,949            3,090                    0.40
    Fourth Quarter                        111,686          31,169            3,154                    0.41

</TABLE>

         During the fourth quarter of Fiscal 1999, the Company concluded that it
would not proceed with the  implementation  of the SAP enterprise  wide software
package. The Company reached a mutually acceptable business resolution with SAP.
As a result of these  circumstances,  the Company  recorded a pre-tax  charge of
$4.0 million in September 1999 to write off the remaining costs  associated with
the project.


13.  SEGMENT AND GEOGRAPHIC INFORMATION

         On October 4, 1998,  the Company  adopted  SFAS No.  131,  "Disclosures
about Segments of an Enterprise and Related  Information."  SFAS 131 established
interim and annual reporting  standards for an enterprise's  operating  segments
and related  disclosures  about its products,  services,  geographic  areas, and
major customers.  The Company has one reportable segment,  the design,  sourcing
and marketing of sportswear  apparel.  The  information  for this segment is the
information  used by the Company's  chief operating  decision-maker  to evaluate
operating performance. International sales represented approximately 8.3%, 4.8%,
and 0.0% of net sales for the years ended October 2, 1999,  October 3, 1998, and
September  27,  1997,  respectively.  No  foreign  country  or  geographic  area
accounted  for more  than  10% of net  sales  in any of the  periods  presented.
Long-term assets of international  operations  represent  approximately 1.9% and
2.0% of the Company's long-term assets for Fiscal 1999 and 1998, respectively.

         In Fiscal 1999, two customers  accounted for  approximately 14% and 12%
of sales in the United  States.  In Fiscal 1998,  two  customers  accounted  for
approximately  24% and 11% of sales in the United States.  In Fiscal 1997, three
customers  accounted for approximately  29%, 19%, and 11% of sales in the United
States.


14.  SUPPLEMENTAL COMBINED CONDENSED FINANCIAL

           The Notes (see Note 5) are jointly and  severally  guaranteed  by the
Company's domestic  subsidiaries.  The wholly-owned foreign subsidiaries are not
guarantors  with  respect to the Notes and do not have any  credit  arrangements
senior to the Notes except for their local overdraft  facility and capital lease
obligations.

           The following is the supplemental  combined  condensed balance sheets
as of  October  2,  1999  and  October  3,  1998 and the  supplemental  combined
condensed  statement  of  operations  and cash flows for the three  years  ended
October 2, 1999. The only intercompany  eliminations are the normal intercompany
sales, borrowing and investments in wholly-owned subsidiaries. Separate complete
financial  statements of the guarantor  subsidiaries  are not presented  because
management has determined that they are not material to investors.

<TABLE>
<CAPTION>
                                                                       Year Ended October 2, 1999
                                              -----------------------------------------------------------------------------
                                                                               Non-
Statements of Operations                       Parent       Guarantor        Guarantor
                                                Only       Subsidiaries     Subsidiaries     Eliminations     Consolidated
                                              ---------    -------------    ------------     -------------    --------------
<S>                                           <C>              <C>              <C>               <C>              <C>
Net sales                                     $167,443         $218,532         $40,807           $(6,091)         $420,691
Gross profit                                    40,491           65,126          12,305                --           117,922
Operating income                                10,081           22,333             998                --            33,412
Interest, income taxes and other, net            6,464           19,483          (1,280)              494            25,161
Net income                                       3,617            2,850           2,278              (494)            8,251

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                       Year Ended October 3, 1998
                                              -----------------------------------------------------------------------------
                                                                               Non-
                                               Parent       Guarantor        Guarantor
                                                Only       Subsidiaries     Subsidiaries    Eliminations      Consolidated
                                              ---------    -------------    ------------    --------------    -------------

<S>                                           <C>               <C>             <C>              <C>              <C>
Net sales                                     $174,839          $76,694         $15,690          ($3,247)         $263,976
Gross profit                                    41,595           24,572           2,722                --           68,889
Operating income (loss)                         18,133            9,319         (1,767)                --           25,685
Interest, income taxes and other, net            9,070            6,686            (77)             (796)           14,883
Net income (loss)                                9,063            2,633         (1,690)               796           10,802
</TABLE>


<TABLE>
<CAPTION>

                                                                     Year Ended September 27, 1997
                                              -----------------------------------------------------------------------------
                                                                               Non-
                                               Parent       Guarantor        Guarantor
                                                Only       Subsidiaries     Subsidiaries     Eliminations     Consolidated
                                              ---------    -------------    ------------     -------------    --------------

<S>                                           <C>                  <C>             <C>            <C>              <C>
Net sales                                     $151,555             $324            $ --           $ (187)          $151,692
Gross profit                                    36,124              118              --             (187)            36,055
Operating income                                16,582               30              --                --            16,612
Interest, income taxes and other, net            8,330               13              --                --             8,343
Net income                                       8,252               17              --                --             8,269
</TABLE>



<PAGE>
<TABLE>
<CAPTION>
                                                                              October 2, 1999
                                                -------------------------------------------------------------------------------
                                                                              Non-Guarantor
Balance Sheets                                   Parent        Guarantor      Subsidiaries
                                                  Only        Subsidiaries                    Eliminations      Consolidated
                                                ----------    ------------    -------------   -------------    ----------------
<S>                                               <C>              <C>             <C>             <C>                 <C>
ASSETS
Cash                                              $   90           $   28          $ 1,489         $    --             $ 1,607
Accounts receivable                               28,502           42,736            6,295         (1,308)              76,225
Inventories                                       22,958           38,354           10,869              --              72,181
Other current assets                              12,800           11,817              443              --              25,060
                                                ----------    ------------    -------------   -------------    ----------------
       Total current assets                       64,350           92,935           19,096         (1,308)             175,073

Property and equipment, net                       22,762           12,782            6,641              --              42,185
Other assets                                     152,391           57,062            5,520       (142,909)              72,064
                                                ----------    ------------    ------------    -------------   -----------------
       Total asset                              $239,503         $162,779          $31,257      $(144,217)            $289,322
                                                ==========    ============    =============   =============    ================

LIABILITIES  AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities         $20,886          $26,843           $6,420       $ (1,308)             $52,841
Current installments of long-term debt and
    obligations under capital leases                 619            1,565                7              --               2,191
                                                ----------    ------------    -------------   -------------    ----------------
       Total current liabilities                  21,505           28,408            6,427         (1,308)              55,032
Long-term debt and noncurrent installments of
    obligations under capital leases             163,876            4,827               --              --             168,703
Other noncurrent liabilities                          69            5,664               31              --               5,764
Shareholders' equity                              54,053          123,880           24,799       (142,909)              59,823
                                                ----------    ------------    -------------   -------------
       Total liabilities and                    $239,503         $162,779          $31,257      $(144,217)            $289,322
    shareholders'equity
                                                ==========    ============    =============   =============    ================
</TABLE>


<TABLE>
<CAPTION>
                                                                            October 3, 1998
                                              ----------------------------------------------------------------------------
                                                                            Non-Guarantor
Balance Sheets                                 Parent       Guarantor       Subsidiaries
                                                Only       Subsidiaries                     Eliminations     Consolidated
                                              ---------    -------------    ------------    -------------    -------------
<S>                                            <C>               <C>            <C>              <C>              <C>
ASSETS
Cash                                           $   120           $  631         $ 1,346          $    --          $ 2,097
Accounts receivable,                            31,655           35,120           6,362            (782)           72,355
Inventories                                     26,354           46,717          11,028               --           84,099
Other current assets                             3,205           11,534             777            (470)           15,046
                                              ---------    -------------    ------------    -------------    -------------
       Total current assets                     61,334           94,002          19,513          (1,252)          173,597

Property and equipment, net                     22,584           22,288           7,125               --           51,997
Other assets                                   175,100          109,078         (2,909)        (209,387)           71,882
                                              ---------    -------------    ------------    ------------     -------------
       Total assets                           $259,018         $225,368         $23,729       $(210,639)         $297,476
                                              =========    =============    ============    =============    =============

LIABILITIES  AND SHAREHOLDERS' EQUITY
Current installments of long-term debt and
    obligations under capital leases           $   587          $ 2,505           $  --          $    --          $ 3,092
Accounts payable and accrued liabilities        24,422           33,410           6,529          (1,253)           63,108
                                              ---------    -------------    ------------    -------------    -------------
       Total current liabilities                25,009           35,915           6,529          (1,253)           66,200
Long-term debt and noncurrent installments
    of obligations under capital leases        184,488           62,334           2,267         (77,595)          171,494
Other noncurrent liabilities                       384            8,154             280               --            8,818
Shareholders' equity                            49,137          118,965          14,653        (131,791)           50,964
                                              ---------    -------------    ------------    -------------    -------------
       Total liabilities and shareholders'
       equity                                 $259,018         $225,368         $23,729       $(210,639)         $297,476
                                              =========    =============    ============    =============    =============

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                         Year Ended October 2, 1999
                                                ------------------------------------------------------------------------------
                                                                                  Non-
Statements of Cash Flows                         Parent        Guarantor       Guarantor
                                                  Only        Subsidiaries    Subsidiaries     Eliminations     Consolidated
                                                ----------    -------------   -------------    --------------   --------------

<S>                                              <C>              <C>              <C>             <C>               <C>
Net cash provided (used) by operating
activities                                       $13,114          $ 8,692          $ (39)          $(3,607)          $18,160
Net cash used by investing activities            (12,108)          (3,415)           (554)             1,277         (14,800)
Net cash provided (used) by financing             (1,037)          (5,880)             737             2,330          (3,850)
activities
Net increase (decrease) in cash                      (31)            (603)             144                --            (490)
Cash, beginning of year                              120              630            1,347                --            2,097
Cash, end of year                                     89               27            1,491                --            1,607

</TABLE>

<TABLE>
<CAPTION>

                                                                         Year Ended October 3, 1998
                                                ------------------------------------------------------------------------------
                                                                                  Non-
                                                 Parent        Guarantor       Guarantor
                                                  Only        Subsidiaries    Subsidiaries     Eliminations     Consolidated
                                                ----------    ------------    -------------    -------------    --------------

<S>                                             <C>             <C>              <C>                <C>            <C>
Net cash provided (used) by operating
activities                                       $ 2,117        $(1,396)         $(3,119)           $  796         $ (1,602)
Net cash used by investing activities           (104,120)        (1,106)            (211)            9,327          (96,110)
Net cash provided (used) by financing            101,999         (2,761)           1,251              (796)          99,693
activities
Net increase (decrease) in cash                       (4)        (5,263)          (2,079)            9,327            1,981
Cash, beginning of year                              124          5,893            3,426            (9,327)             116
Cash, end of year                                    120            630            1,347               --             2,097


</TABLE>



<TABLE>
<CAPTION>
                                                                        Year Ended September 27, 1997
                                                ------------------------------------------------------------------------------
                                                                                  Non-
                                                 Parent        Guarantor       Guarantor
                                                  Only        Subsidiaries    Subsidiaries     Eliminations     Consolidated
                                                ----------    ------------    -------------    -------------    --------------

<S>                                               <C>              <C>               <C>              <C>             <C>
Net cash provided (used) by operating
activities                                        $ 6,995          $ (44)            $  --            $  --           $ 6,951
Net cash used by investing activities             (5,082)             (2)               --               --            (5,084)
Net cash used by financing activities             (2,012)              --               --               --            (2,012)
Net decrease in cash                                 (99)            (46)               --               --              (145)
Cash, beginning of year                              209              52                --               --               261
Cash, end of year                                    110               6                --               --               116

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                                 TROPICAL SPORTSWEAR INT'L CORPORATION

                                                              SCHEDULE II
                                                   VALUATION AND QUALIFYING ACCOUNTS
                                                            (In Thousands)

Reserve for returns and allowances:

                                                     Additions
                                           ------------------------------
                           Balance at      Charged to       Charged to                          Balance
                           Beginning        Costs and          Other                            at End
                           of Period        Expenses        Accounts(1)       Deductions       of Period
                          -------------    ------------    --------------    -------------    ------------

Year Ended:

<S>                             <C>             <C>                 <C>            <C>               <C>
September 27, 1997                $524          $2,457              $---           $2,334            $647
                                  ====          ======              ====           ======            ====

October 3, 1998                   $647          $4,697              $985           $5,043          $1,286
                                  ====          ======              ====           ======          ======

October 2, 1999                 $1,286          $1,286              $---             $---          $2,572
                                ======          ======              ====             ====          ======

</TABLE>


<TABLE>
<CAPTION>

Reserve for excess and slow-moving inventory:

                                                     Additions
                                           ------------------------------
                           Balance at      Charged to       Charged to                          Balance
                           Beginning        Costs and          Other                            at End
                           of Period        Expenses        Accounts(1)       Deductions       of Period
                          -------------    ------------    --------------    -------------    ------------

Year Ended:

<S>                             <C>               <C>               <C>              <C>           <C>
September 27, 1997              $2,200            $756              $---             $756          $2,200
                                ======            ====              ====             ====          ======

October 3, 1998                 $2,200            $800           $10,336           $5,192          $8,144
                                ======            ====           =======           ======          ======

October 2, 1999                 $8,144            $623              $---          $3,958           $4,809
                                ======            ====              ====          =======          ======
</TABLE>



<TABLE>
<CAPTION>
Deferred tax asset valuation allowance:

                                                     Additions
                                           ------------------------------
                           Balance at      Charged to       Charged to                          Balance
                           Beginning        Costs and          Other                            at End
                           of Period        Expenses        Accounts(1)       Deductions       of Period
                          -------------    ------------    --------------    -------------    ------------

Year Ended:

<S>                               <C>             <C>               <C>              <C>             <C>
September 27, 1997                $---            $---              $---             $---            $---
                                  ====            ====              ====             ====            ====

October 3, 1998                   $---            $---            $2,591             $---          $2,591
                                  ====            ====            ======             ====          ======

October 2, 1999                 $2,591            $---              $---             $---          $2,591
                                ======            ====              ====             ====          ======


(1)   Represents balance acquired as a result of the acquisition of Savane International Corp. on June 10, 1998.

</TABLE>

<PAGE>


                                   SIGNATURES
         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned,  thereunto duly authorized, in the City of Tampa,
and State of Florida, on this 29th day of December, 1999.

                                   TROPICAL SPORTSWEAR INT'L CORPORATION
                                                     (Registrant)

                                   By:           /s/ William W. Compton
                                                 William W. Compton
                                                 Chairman of the Board
                                                 and Chief Executive Officer

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates  indicated.  Each person whose
signature  appears below constitutes and appoints William W. Compton and Michael
Kagan and each of them individually,  his true and lawful  attorney-in-fact  and
agent, with full power of substitution and revocation,  for him and in his name,
place and stead,  in any and all  capacities,  to sign any and all amendments to
this report and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them , full  power  and
authority to do and perform each and every act and this  requisite and necessary
to be done in connection  therewith,  as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.
<TABLE>
<CAPTION>

              Signature                               Title                                   Date

<S>      <C>                                    <C>                                   <C>
         /s/  William W. Compton                Chairman of the Board                 December 30, 1999
         William W. Compton                     Chief Executive Officer
                                                and Director (Principal Executive
                                                Officer)

         /s/  Michael Kagan                     Executive Vice President,             December 30, 1999
         Michael Kagan                          Chief Financial Officer,
                                                Secretary and Director
                                                (Principal Financial Officer)

         /s/  N. Larry McPherson                Executive Vice President              December 30, 1999
         N. Larry McPherson                     and Treasurer (Principal
                                                Accounting Officer)

         /s/  Jesus Alvarez-Morodo              Director                              December 30, 1999
         Jesus Alvarez-Morodo

         /s/ Eloy S. Vallina-Laguera            Director                              December 30, 1999
         Eloy S. Vallina-Laguera

         /s/  Leslie J. Gillock                 Director                              December 30, 1999
         Leslie J. Gillock

         /s/  Donald H. Livingstone             Director                              December 30, 1999
         Donald H. Livingstone

         /s/  Leon H. Reinhart                  Director                              December 30, 1999
         Leon H. Reinhart

         /s/  Charles J. Smith                  Director                              December 30, 1999
         Charles J. Smith

</TABLE>

<PAGE>


Index to Exhibits



Exhibit
Number                                    Description

   *2.1           Agreement and Plan of Merger dated May 1, 1998 among  Tropical
                  Sportswear  Int'l  Corporation,  Foxfire Acquisition Corp. and
                  Farah  Incorporated  (filed  as  Exhibit (c)(1)  to   Tropical
                  Sportswear  Int'l   Corporation's   Schedule  14D-1  filed May
                  8, 1998).
   *3.1           Amended  and  Restated  Articles  of Incorporation of Tropical
                  Sportswear Int'l Corporation (filed as Exhibit 3.1 to Tropical
                  Sportswear  Int'l  Corporation's Annual Report  on  Form  10-K
                  filed January 4, 1999).
   *3.2           Amended  and  Restated  By-Laws  of Tropical  Sportswear Int'l
                  Corporation  (filed as Exhibit  3.2  to  Tropical   Sportswear
                  Int'l Corporation's Registration  Statement  on Form S-1 filed
                  August 15, 1997).
   *4.1           Specimen  Certificate  for  the   Common  Stock  of   Tropical
                  Sportswear  Int'l   Corporation   (filed  as   Exhibit  4.1 to
                  Amendment No. 1  to  Tropical Sportswear  Int'l  Corporation's
                  Registration Statement on Form S-1 filed October 2, 1997).
   *4.2           Shareholders'  Agreement  dated as of September 29, 1997 among
                  Tropical  Sportswear  Int'l  Corporation,  William W. Compton,
                  the Compton  Family Limited  Partnership,  Michael Kagan,  the
                  Kagan Family Limited Partnership, Shakale Internacional,  S.A.
                  and Accel, S.A. de C.V. (filed as Exhibit 4.2 to Amendment No.
                  1 to  Tropical  Sportswear  Int'l  Corporation's  Registration
                  Statement on Form S-1 filed October 2, 1997).
   *4.3           Indenture dated as of June 24, 1998 among Tropical  Sportswear
                  Int'l  Corporation,  the Subsidiary  Guarantors named therein,
                  and SunTrust Bank,  Atlanta,  as trustee (filed as Exhibit 4.4
                  to  Tropical  Sportswear  Int'l  Corporation's  Form S-4 filed
                  August 20, 1998).
   *4.4           Shareholder Protection Rights Agreement,  dated as of November
                  13, 1998,  between Tropical  Sportswear Int'l  Corporation and
                  Firstar  Bank  Milwaukee,  N.A.  (which  includes as Exhibit B
                  thereto the Form of Right Certificate)  (filed as Exhibit 99.1
                  of  Tropical  Sportswear  Int'l  Corporation's  Form 8-K dated
                  November 13, 1998).
   *10.1          Loan  Agreement  dated  as of May 28,  1999  between  Tropical
                  Sportswear  Int'l  Corporation and NationsBank  N.A. (filed as
                  Exhibit  10.1  to  Tropical   Sportswear  Int'l  Corporation's
                  Quarterly Report on Form 10-Q filed August 12, 1999).
   *10.2          Retail - Domestic Collection Factoring Agreement dated October
                  1, 1995, between Heller Financial Inc. and Tropical Sportswear
                  Int'l   Corporation   (filed  as  Exhibit  10.3  of   Tropical
                  Sportswear  Int'l Corporation's Registration Statement on Form
                  S-1 filed August 15, 1997).


<PAGE>


Index to Exhibits (continued)



Exhibit
Number                                    Description

   *10.3          Factoring   Agreement   dated  as  of  June  9,  1998  between
                  NationsBanc  Commercial  Corporation  and  Farah  Incorporated
                  (filed  as  Exhibit   10.3  to   Tropical   Sportswear   Int'l
                  Corporation's  Registration Statement on Form S-4 filed August
                  20, 1998).
   *10.4          Loan and Security Agreement dated June 10, 1998 (the "Loan and
                  Security   Agreement")   among   Tropical   Sportswear   Int'l
                  Corporation,   Tropical  Sportswear   Company,   Inc.,  Savane
                  International  Corp.  and  Apparel  Network  Corporation,   as
                  borrowers,   the  Lenders  named  therein  and  Fleet  Capital
                  Corporation,  as agent  (filed  as  Exhibit  10.4 to  Tropical
                  Sportswear Int'l Corporation's  Registration Statement on Form
                  S-4 filed August 20, 1998).
   *10.5          First Amendment to the Loan and Security  Agreement dated July
                  9, 1998 (filed  as Exhibit 10.5  to Tropical  Sportswear Int'l
                  Corporation's Registration Statement on Form S-4 filed  August
                  20, 1998).
   *10.6          Employment   Agreement  effective  November  3,  1997  between
                  William W. Compton and Tropical  Sportswear Int'l  Corporation
                  (filed  as  Exhibit   10.4  to   Tropical   Sportswear   Int'l
                  Corporation's  Annual  Report on Form 10-K filed  December 23,
                  1997).
   *10.7          Employment   Agreement  effective  November  3,  1997  between
                  Michael Kagan and Tropical Sportswear Int'l Corporation (filed
                  as Exhibit  10.5 to Tropical  Sportswear  Int'l  Corporation's
                  Annual Report on Form 10-K filed December 27, 1997).
   *10.8          Employment   Agreement  effective  November  3,  1997  between
                  Richard J. Domino and Tropical  Sportswear  Int'l  Corporation
                  (filed  as  Exhibit   10.6  to   Tropical   Sportswear   Int'l
                  Corporation's  Annual  Report on Form 10-K filed  December 27,
                  1997).
   *10.13         Employment  Agreement  dated June 9, 1998  between  Michael R.
                  Mitchell  and Farah  Incorporated  (filed as Exhibit  10.14 to
                  Tropical  Sportswear Int'l Corporation's Form S-4 filed August
                  20, 1998).
   *10.16         Employee  Stock  Option  Plan  of  Tropical  Sportswear  Int'l
                  Corporation  as  amended  (filed as Exhibit  99.1 to  Tropical
                  Sportswear Int'l Corporation's  Registration Statement on Form
                  S-8 filed October 28, 1999).
   *10.17         Non-Employee Director Stock Option Plan of Tropical Sportswear
                  Int'l   Corporation   (filed  as  Exhibit   10.8  to  Tropical
                  Sportswear Int'l Corporation's  Registration Statement on Form
                  S-1 filed August 15, 1997).
   *10.18         Amended  and   Restated  Farah  Savings  and  Retirement  Plan
                  as  of  January  1,  1991 (filed  as Exhibit  10.125  to Farah
                  Incorporated's  Annual  Report  on Form 10-K filed November 6,
                  1992).


<PAGE>


Index to Exhibits (continued)



Exhibit
Number                                    Description

   *10.19         Addendum to Amended and Restated Farah Savings and  Retirement
                  Plan dated August 22, 1997 (filed as Exhibit 10.20 to Tropical
                  Sportswear Int'l  Corporation's  Form  S-4  filed  August  20,
                  1998).
   *10.20         Amended and Restated Farah U.S.A. Bargaining Unit Pension Plan
                  dated  December  31,  1994,  effective  as of  January 1, 1990
                  (filed  as  Exhibit   10.21  to  Tropical   Sportswear   Int'l
                  Corporation's Form S-4 filed August 20, 1998).
   *10.21         Amendment to the Amended and Restated Farah U.S.A.  Bargaining
                  Unit  Pension  Plan dated  December 13, 1995 (filed as Exhibit
                  10.22 to  Tropical  Sportswear  Int'l  Corporation's  Form S-4
                  filed August 20, 1998).
   *10.22         Apparel  International  Group,  Inc.  1996  Stock  Option Plan
                  (filed  as  Exhibit   10.9   to   Tropical   Sportswear  Int'l
                  Corporation's Registration  Statement on Form S-1 filed August
                  15, 1997).
   *10.23         Second  Amendment  dated  August 27, 1998 to Loan and Security
                  Agreement (filed as Exhibit 10.23 to Tropical Sportswear Int'l
                  Corporation's Quarterly Report on Form 10-Q filed February 16,
                  1999).
   *10.24         Third  Amendment  dated December 31, 1998 to Loan and Security
                  Agreement (filed as Exhibit 10.24 to Tropical Sportswear Int'l
                  Corporation's Quarterly Report on Form 10-Q filed February 16,
                  1999).
    10.25         Fourth Amendment  dated  May  21, 1999  to  Loan  and Security
                  Agreement (filed herewith).
   *10.26         Fifth  Amendment  dated  July 16,  1999 to Loan  and  Security
                  Agreement (filed as Exhibit 10.2 to Tropical  Sportswear Int'l
                  Corporation's  Quarterly  Report on Form 10-Q filed August 12,
                  1999).
   *10.27         First  Amendment  dated July 19, 1999 to Loan  Agreement  with
                  NationsBank N.A. (filed as Exhibit 10.3 to Tropical Sportswear
                  Int'l Corporation's Quarterly Report on Form 10-Q filed August
                  12, 1999).
    10.28         Sixth  Amendment  dated  October 28, 1999 to Loan and Security
                  Agreement with Fleet  Capital  Corporation  (filed  herewith).
    10.29         Seventh  Amendment  dated  November  12,  1999  to  Loan   and
                  Security  Agreement  with  Fleet  Capital   Corporation (filed
                  herewith).
    10.30         Second  Amendment dated  November 12, 1999  to  Loan Agreement
                  with  NationsBank N.A. (filed  herewith).
    10.31         Third  Amendment  dated  August  24,  1998  to Retail-Domestic
                  Collection Factoring  Agreement between Heller Financial, Inc.
                  and Tropical Sportswear Int'l Corporation (filed herewith).
   *21.1          Subsidiaries  of  the  Registrant  (filed  as Exhibit  21.1 to
                  Tropical  Sportswear   Int'l   Corporation's   Form S-4  filed
                  August 20, 1998).
    23.1          Consent of Ernst & Young LLP (filed herewith).
   *24.1          Power of Attorney (included in Part IV of the Form 10-K).
    27.1          Financial Data Schedule (filed herewith).


*  Indicates document incorporated herein by reference.