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13
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] Quarterly Report Pursuant To Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the quarterly period ended February 28, 1997
-----------------
OR
[ ] Transition Report Pursuant To Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the transition period from to
---------------- ----------------
Commission File Number 1-4365
------
OXFORD INDUSTRIES, INC.
- ------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-0831862
- ------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
222 Piedmont Avenue, N.E., Atlanta, Georgia 30308
--------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(404) 659-2424
----------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
- ------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since
last report.)
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.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Number of shares outstanding
Title of each class as of April 7, 1997
- --------------------------- ----------------------------
Common Stock, $1 par value 8,746,694
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
- -----------------------------
OXFORD INDUSTRIES, INC
CONSOLIDATED STATEMENT OF EARNINGS
NINE MONTHS AND QUARTERS ENDED FEBRUARY 28, 1997 AND MARCH 1, 1996
(UNAUDITED)
Nine months Ended Quarter Ended
------------------------- ------------------------
$in thousands except February 28, March 1, February 28, March 1,
per share amounts 1997 1996 1997 1996
------------ ----------- ------------ -----------
Net Sales $543,221 $514,920 $167,470 $138,600
Costs and Expenses:
Cost of goods sold 441,091 428,488 133,873 116,135
Selling, general and
administrative 74,700 75,547 25,124 24,633
Provision for environmental
remediation - 4,500 - -
Interest 3,309 4,916 1,142 1,199
------- ------- ------- -------
Total Costs and Expenses 519,100 513,451 160,139 141,967
------- ------- ------- -------
Earnings Before Income Taxes 24,121 1,469 7,331 (3,367)
Income Taxes 9,648 588 2,932 (1,347)
------- ------- ------- -------
Net Earnings $ 14,473 $ 881 $ 4,399 ($ 2,020)
======== ======= ======= =======
Net earnings Per
Common share $1.66 $0.10 $0.51 ($0.23)
======= ======= ======= =======
Average Number of Shares
Outstanding 8,738,400 8,731,074 8,732,054 8,779,344
========= ========= ========= ========
Dividends Per Share $0.60 $0.60 $0.20 $0.20
========= ========= ========= =========
See notes to consolidated financial statements.
OXFORD INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
FEBRUARY 28, 1997, MAY 31, 1996 AND MARCH 1, 1996
(UNAUDITED EXCEPT FOR MAY 31, 1996)
$ in thousands February 28, May 31, March 1,
- -------------- 1997 1996 1996
----------- ------- -----------
Assets
- ------
Current Assets:
Cash $ 3,058 $ 1,015 $ 2,408
Receivables 105,561 84,593 89,201
Inventories:
Finished goods 70,152 75,787 79,844
Work in process 23,734 24,717 18,190
Fabric, trim & supplies 29,285 36,285 31,472
-------- -------- --------
123,171 136,789 129,506
Prepaid expenses 14,306 13,747 16,378
-------- -------- --------
Total Current Assets 246,096 236,144 237,493
Property Plant and Equipment 33,948 36,659 38,865
Other Assets 6,163 6,300 6,505
-------- -------- --------
Total Assets $286,207 $279,103 $282,863
======== ======== ========
Liabilities and Stockholders' Equity
- ------------------------------------
Current Liabilities
Notes payable $26,500 $25,500 $36,000
Trade accounts payable 40,163 49,676 32,600
Accrued compensation 9,760 7,225 6,938
Other accrued expenses 19,205 13,014 16,968
Dividends payable 1,749 1,760 1,760
Current maturities of long-
term debt 1,243 1,632 4,625
-------- -------- --------
Total Current Liabilities 98,620 98,807 98,891
Long-Term Debt, less
current maturities 43,487 45,051 46,230
Noncurrent Liabilities 4,500 4,500 4,500
Deferred Income Taxes 2,155 1,786 3,868
Stockholders' Equity:
Common stock 8,745 8,803 8,801
Additional paid in capital 8,874 8,211 8,180
Retained earnings 119,826 111,945 112,393
-------- -------- --------
Total Stockholders' Equity 137,445 128,959 129,374
-------- -------- --------
Total Liabilities and
Stockholders' Equity $286,207 $279,103 $282,863
======== ======== ========
See notes to consolidated financial statements.
OXFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED FEBRUARY 28, 1997 AND MARCH 1, 1996
(UNAUDITED)
February 28, March 1,
1997 1996
Cash Flows From Operating Activities ---------------------------------
- ------------------------------------
Net earnings $ 14,473 $ 881
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 6,880 6,185
Provision for environmental remediation - 4,500
(Gain) loss on sale of property, plant
and equipment (284) 9
Changes in working capital:
Receivables (20,968) (3,076)
Inventories 13,618 42,839
Prepaid expenses (559) (1,720)
Trade accounts payable (9,513) (21,873)
Accrued expenses and other current liabilities 8,726 2,462
Deferred income taxes 369 6
Other noncurrent assets (472) (1,330)
Net cash flows provided by ----------- ---------
operating activities 12,270 28,883
Cash Flows From Investing Activities
- ------------------------------------
Acquisitions - (11,488)
Proceeds from sale of business - 1,273
Purchase of property, plant and equipment (4,980) (7,002)
Proceeds from sale of property, plant
and equipment 1,703 973
-------- ----------
Net cash (used in) investing activities (3,277) (16,244)
Cash Flows From Financing Activities
- ------------------------------------
Short-term borrowings 1,000 (7,500)
Payments on long-term debt (1,953) (888)
Proceeds from exercise of stock options 747 1,157
Purchase and retirement of common stock (1,500) -
Dividends on common stock (5,244) (5,225)
Net cash (used in) ------ -------
financing activities (6,950) (12,456)
Net change in Cash and Cash Equivalents 2,043 183
Cash and Cash Equivalents at Beginning of Period 1,015 2,225
-------- --------
Cash and Cash Equivalents at End of Period $ 3,058 $ 2,408
======== ========
Supplemental Disclosure of Cash Flow Information
- ------------------------------------------------
Cash paid for:
Interest $ 3,286 $ 4,926
Income taxes 10,832 1,628
See notes to consolidated financial statements.
OXFORD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED FEBRUARY 28, 1997 AND MARCH 1, 1996
1. The foregoing unaudited consolidated financial statements
reflect all adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim
periods. All such adjustments are of a normal recurring nature.
The results for interim periods are not necessarily indicative
of results to be expected for the year.
2. The financial information presented herein should be read in
conjunction with the consolidated financial statements included
in the Registrant's Annual Report on Form 10-K for the fiscal
year ended May 31, 1996.
3. The Company is involved in certain legal matters primarily
arising in the normal course of business. In the opinion of
management, the Company's liability under any of these matters
would not materially affect its financial condition or results
of operations.
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations
NET SALES
Net sales for the third quarter of the 1997 fiscal year, which ended
February 28, 1997, increased 20.8% from net sales for the same period
of the prior year. Net sales for the first nine months of the current
year increased 5.5% from net sales for the same period of the prior
year. Third quarter net sales increased in all of the Company's major
groups and all groups achieved double digit sales increases.
The Men's Slacks Group posted a 19.8% sales increase primarily due to
its Specialty Catalog business unit.
The Men's Tailored Clothing Group posted a 24.0% increase primarily
due to its Oscar de la Renta line. Shipments of its new Nautica line
began in the last month of the quarter, but were not significant in
the current reporting period.
The Womenswear Group experienced a 30.6% increase in net sales for the
quarter primarily from sales to Wal-Mart and Target.
The Men's Shirt Group achieved an 11.6% increase in net sales for the
quarter. The group had strong sales gains in Tommy Hilfiger Golf,
Tommy Hilfiger Dress Shirts, Polo for Boys and its OxSport private
label sport shirt division. Oxford Shirtings, the Company's private
label dress shirt division, had a sales decrease due to its exit from
wet processed wrinkle-free production.
The Company experienced a overall unit sales volume increase of 23.0%
and a 1.8% decrease in the average sales price during the third
quarter. Third quarter net sales included increased unit sales in the
Company's licensed designer divisions (with higher average sales per
unit) and increased unit sales in the Womenswear Group (with lower
average sales per unit). For the first nine months of the current
year, the Company experienced a 2.5% increase unit volume and a 2.8%
increase in the average sales price per unit.
COST OF GOODS SOLD
Cost of goods sold as a percentage of net sales was 79.9% in the third
quarter of the current year as compared to 83.8% in the third quarter
of the prior year. For the first nine months of the current fiscal
year, cost of goods sold as a percentage of net sales was 81.2% and
83.2% for the same period of the prior year. The decrease in cost of
goods sold as a percentage of net sales was due in part to the
increased sales of higher margin lines. Other factors contributing to
the deceased percentage were more efficient manufacturing and the
continuation of the shift from domestic production to offshore
production yielding relative decreased costs per unit.
During the third quarter, the Company's Mens Shirt Groups
manufacturing facility, Oxford Philippines, Inc. located in Marilao,
Blacan, Philippines continued to increase production levels.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased by 2.0% to
$25,124,000 in the third quarter of the current year from $24,633,000
in the same period of the prior year. Selling general and
administrative expenses decreased by 1.1% to $74,700,000 for the first
nine months of the current year from $75,547,000 in the same period of
the prior year.
As a percentage of net sales, selling, general and administrative
expenses decreased to 15.0% for the third quarter of the current year
from 17.8% for the third quarter of the prior year, and decreased to
13.8% for the first nine months of the current year from 14.7% for the
first nine months of the prior year. The increase in selling, general
and administrative expenses for the quarter are primarily due to start
up costs of the Nautica and Geoffrey Beene tailored clothing lines.
The decrease in selling, general and administrative expenses for the
nine months are the result of cost containment initiatives and
divestiture of the B.J. Designs division.
INTEREST EXPENSE
Net interest expense declined by $57,000 to $1,142,000 or 0.7% of net
sales in the third quarter of the current year from $1,199,000 or 0.9%
of net sales in the third quarter of the prior year. Net interest
expense declined by $1,607,000 to $3,309,000 or 0.6% of net sales in
the first nine months of the current year from $4,916,000 or 1.0% of
net sales in the same period of the prior year. The reduction in net
interest expense was due primarily to the reduced inventory from the
prior year.
INCOME TAXES
The Company's effective tax rate was 40.0% in the third quarter of
both the current and previous years and for the first nine months of
both the current and previous years and does not differ significantly
from the Company's statutory rate.
FUTURE OPERATING RESULTS
The Company expects to maintain its year-to-date performance levels
through the fourth quarter. The Company anticipates a record year in
sales with continued strong earnings improvements.
During the third quarter, the Company signed a licensing agreement
with Geoffrey Beene, Inc. The agreement is for the manufacture and
sale of the Geoffrey Beene tailored clothing collection of suits,
sportcoats, slacks and vests. The collection will be launched for
Spring 1998, and is targeted to major department and better specialty
stores.
During the fourth quarter, the Company's Men's Slacks Group will bring
Manufacturera de Sonora, S.A. de C.V. on line. This manufacturing
facility located in Sonora, Mexico will be the latest addition to the
Company's foreign facilities and is expected to further lower the cost
of goods sold.
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES
Operating activities generated $12,270,000 in the first nine months of
the current year and $28,883,000 in the first nine months of the prior
year. The primary factors contributing to this reduced generation of
funds were increased receivables, smaller decreases in inventory and
trade payables partially offset by increased earnings.
INVESTING ACTIVITIES
Investing activities used $3,277,000 in the first nine months of the
current year and $16,244,000 in the first nine months of the prior
year. The primary factors contributing to this change were the
acquisition of Ely & Walker in the first quarter of the prior year and
Confecciones Monzini, S.A. in the third quarter of the prior year.
FINANCING ACTIVITIES
Financing activities used $6,950,000 in the first nine months of the
current year and $12,456,000 in the first nine months of the prior
year. The primary factor was the change in short-term borrowings.
The Company purchased and retired 100,000 shares of its common stock
during the nine months ended February 28, 1997. During the period
after the end of the third quarter through April 7, 1997, no shares
have been purchased and retired. Due to the exercise of employee
stock options a net of 42,900 shares of the Company's common stock
were issued during the first nine months and 1,200 shares were issued
since February 28, 1997 through April 7, 1997.
On April 7, 1997, the Company's Board of Directors declared a cash
dividend of $.20 per share payable May 31, 1997 to shareholders of
record on May 15, 1997.
WORKING CAPITAL
Working capital increased from $138,602,000 at the end of the third
quarter of the prior year to $147,476,000 at the end of the third
quarter of the current fiscal year. The ratio of current assets to
current liabilities was 2.4 at the end of the third quarter of the
prior year and 2.5 at the end of the third quarter of the current
year.
FUTURE LIQUIDITY AND CAPITAL RESOURCES
The Company believes it has the ability to generate cash and/or has
available borrowing capacity to meet its foreseeable needs. The
sources of funds primarily include funds provided by operations and
both short- and long-term borrowings. The uses of funds primarily
include working capital requirements, capital expenditures,
acquisitions, dividends and repayment of long-term debt. The Company
regularly utilizes committed bank lines of credit and other
uncommitted bank resources to meet working capital requirements. On
February 28, 1997, the Company had available for its use committed
lines of credit with several lenders aggregating $52,000,000, of which
$40,000,000 is long-term. The Company pays commitment fees for these
lines of credit. At February 28, 1997, $52,000,000 was in use under
these lines. Of the $52,000,000, $40,000,000 is long-term. In
addition, the Company has $186,000,000 in uncommitted lines of credit,
of which $98,000,000 is reserved exclusively for letters of credit.
The Company pays no commitment fees for these lines of credit. At
February 28, 1997, $14,500,000 was in use under these lines of credit.
Maximum borrowings from all these sources during the first nine
months of the current year were $96,000,000 of which $56,000,000 was
short-term. The Company anticipates continued use and availability of
both committed and uncommitted resources as working capital needs may
require.
The Company considers possible acquisitions of apparel-
related businesses that are compatible with its long-term strategies.
There are no present plans to sell securities or enter into off-
balance sheet financing arrangements.
ADDITIONAL INFORMATION
For additional information concerning the Company's
operations, cash flows, liquidity and capital resources, this analysis
should be read in conjunction with the Consolidated Financial
Statements and the Notes to Consolidated Financial Statements
contained in the Company's Annual Report for fiscal 1996.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
- ------------------------------------------
(a) Exhibits.
---------
10i Amendment dated February 28, 1997 to Note Agreement between
the Company and Sun Trust of Georgia. Incorporated by reference
to the Company's Form 10-K for fiscal year ended June 2, 1995.
11 Statement re computation of per share earnings.
27 Financial Data Schedule.
(b) Reports on Form 8-K.
--------------------
The Registrant did not file any reports on Form 8-K during the
quarter ended February 28, 1997.
SIGNATURES
Pursuant to the requirements 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.
OXFORD INDUSTRIES, INC.
-----------------------
(Registrant)
/s/Ben B. Blount, Jr.
--------------------------
Date: April 11, 1997 Ben B. Blount, Jr.
--------------- Chief Financial Officer
EXHIBIT 10(i)
SunTrust
Single Payment Note
(Nondisclosure)
Single
Disbursement
Note
Multiple
Disbursement
Master Note
X Multiple
Disbursement
Revolving Note
(For Explanation
See
Reverse
Side)
Date February 28, 1997
The "Bank' referred to in this Note is SunTrust Bank,
Atlanta,
Center Code 126 One Park Place, N.E., Atlanta, Georgia
30303.
545 days after date, the obligor
promises to pay to the order of Bank the principal sum
of $ 40,000,000.00.
The obligor will also pay interest upon the unpaid
principal balance from date until maturity at the Note
Rate specified below. Interest payments will
be due on June 30, 1998 and upon maturity.
Should the obligor fail for any reason to pay this note
in full on the maturity date or on the date of
acceleration of payment, the obligor further promises
to pay (a) interest on the unpaid amount from such date
until the date of final payment at a Default Rate equal
to the Note Rate plus 4%, and (b) a late fee equal to
five percent (5%) of any amount that remains wholly or
partially unpaid for more than fifteen (15) days after
such amount was due and payable, not to exceed the sum
of fifty dollars ($50.00). Should legal action or an
attorney at law be utilized to collect any amount due
hereunder, the obligor further promises to pay all
costs of collection, including 15% of such unpaid
amount as attorneys' fees. All amounts due hereunder
may be paid at any office of Bank.
The Note Rate hereon shall be TO BE DETERMINED
If not stated above, the Note Rate in effect on the
date this note is executed is _______%
The amount of interest accruing and payable
hereunder shall be calculated by multiplying the
principal balance outstanding each day by 1/360th of
the Note Rate on such day and adding together the daily
interest amounts. The principal balance of this note
shall conclusively be deemed to be the unpaid
principal balance appearing on the Bank's records
unless such records are manifestly in error.
As security for the payment of this and any
other liability of any obligor to the holder, direct or
contingent, irrespective of the nature of such
liability or the time it arises, each obligor hereby
grants a security interest to the holder in all
property of such obligor in or coming into the
possession, control or custody of the holder, or in
which the holder has or hereafter acquires a lien,
security interest, or other right. Upon default,
holder may, without notice, immediately take possession
of and then sell or otherwise dispose of the
collateral, signing any necessary documents as obligors
attorney in fact, and apply the proceeds against any
liability of obligor to holder. Upon demand, each
obligor will furnish such additional collateral, and
execute any appropriate documents related thereto,
deemed necessary by the holder for its security. Each
obligor further authorizes the holder, without notice,
to set-off any deposit or account and apply any
indebtedness due or to become due from the holder to
the obligor in satisfaction of any liability described
in this paragraph, whether or not matured. The holder
may, without notice, transfer or register any property
constituting security for this note into its or its
nominee name with or without any indication of its
security interest therein.
This note shall immediately mature and
become due and payable, without notice or demand, upon
the filing of any petition or the commencement of any
proceeding by any Debtor for relief under bankruptcy or
insolvency laws, or any law relating to the relief of
debtors, readjustment of indebtedness, debtor
reorganization, or composition or extension of debt.
Furthermore, this note shall, at the option of the
holder, immediately mature and become due and payable,
without notice or demand, upon the happening of any one
or more of the following events: (1) nonpayment on the
due date of any amount due hereunder; (2) failure of
any Debtor to perform any other obligation to the
holder; (3) failure of any Debtor to pay when due any
amount owed another creditor under a written agreement
calling for the payment of money; (4) the death or
declaration of incompetence of any Debtor; (5) a
reasonable belief on the part of the holder that any
Debtor is unable to pay his obligations when due or is
otherwise insolvent; (6) the filing of any petition or
the commencement of any proceeding against any Debtor
for relief under bankruptcy or insolvency laws, or any
law relating to the relief of debtors, readjustment of
indebtedness, debtor reorganization, or composition or
extension of debt, which petition or proceeding is not
dismissed within 60 days of the date of filing
thereof; (7) the suspension of the transaction of the
usual business of any Debtor, or the dissolution,
liquidation or transfer to another party of a
significant portion of the assets of' any Debtor; (8) a
reasonable belief on the part of the holder that any
Debtor has made a false representation or warranty in
connection with any loan by or other transaction with
any lender, lessor or other creditor; (9) the issuance
or filing of any levy, attachment, garnishment, or lien
against the property of any Debtor which is not
discharged within 15 days;
(10) the failure of any Debtor to satisfy immediately
any final judgment, penalty or fine imposed by a court
or administrative agency of any government; (11 )
failure of any Debtor, after demand, to furnish
financial information or to permit inspection of any
books or records; (12) any other act or circumstance
leading the holder to deem itself insecure.
The failure or forbearance of the holder to exercise
any right hereunder, or otherwise granted by law or
another agreement, shall not affect or release the
liability of any obligor, and shall not constitute a
waiver of such right unless so stated by the holder in
writing. The holder may enforce its rights against
any Debtor or any property securing this note without
enforcing its rights against any other Debtor,
property, or indebtedness due or to become due to any
Debtor. Each obligor agrees that the holder shall have
no responsibility for the collection or protection of
any property securing this note, and expressly
consents that the holder may from time to time, without
notice, extend the time for payment of this note, or
any part thereof, waive its rights with respect to
any property or indebtedness, and release any other
Debtor from liability, without releasing such obligor
from any liability to the holder. This note is
governed By Georgia law.
The term "obligor" means any party or other
person signing this note, whether as maker, endorser or
otherwise. The term "Prime Rate", if used herein,
shall mean that rate of interest designated by Bank
from time to time as its "Prime Rate" which rate is not
necessarily the Bank's best rate. Each obligor agrees
to be both jointly and severally liable hereon. The
term "holder" means Bank and any subsequent transferee
or endorsee hereof. The term "Debtor" means any
obligor or any guarantor of this note. The principal of
this note will be disbursed in accordance with the
disbursement provision identified above and further
described in the additional provisions set forth on the
reverse side hereof which are incorporated herein by
this reference.
PRESENTMENT AND NOTICE OF DISHONOR ARE HEREBY WAIVED
BY EACH OBLIGOR
ADDRESS
222 PIEDMONT AVENUE, N.E.
ATLANTA, GEORGIA 30308
NAME:/S/ JIM WOLD
OXFORD INDUSTRIES, INC.
NAME:
Credit To
June 31, 1998 126
Maturity Date Treasurer Check Number Center
Code
Account Number Renewal Increase
Reduction
/S/Wes Burton 158
Officer Name Officer Number
WHITE: Bank Copy YELLOW: Customer Copy PINK:
File Copy
1984, 1987, SunTrust Banks of Georgia, Inc.
900362 (9/95)
EXHIBIT 11
OXFORD INDUSTRIES, INC.
COMPUTATION OF PER SHARE EARNINGS
NINE MONTHS AND QUARTERS ENDED FEBRUARY 28, 1997
AND MARCH 1, 1996
(UNAUDITED)
Nine Months Ended Quarter Ended
------------------------- --------------------------
February 28, March 1, February 28, March 1,
1997 1996 1997 1996
----------- ---------- ---------- -----------
Net Earnings $14,473,000 $ 881,000 $4,399,000 ($2,020,000)
Average Number of Shares
Outstanding:
Primary 8,786,523 8,854,654 8,842,220 8,881,348
Fully diluted 8,788,701 8,859,159 8,842,220 8,881,348
As reported* 8,738,400 8,731,074 8,732,054 8,779,344
Net Earnings per Common Share:
Primary $1.65 $0.10 $0.50 ($0.23)
Fully diluted $1.65 $0.10 $0.50 ($0.23)
As reported* $1.66 $0.10 $0.51 ($0.23)
* Common stock equivalents (which arise solely from outstanding stock options)
are not materially dilutive and, accordingly, have not been considered
in the computation of reported net earnings per common share.
_______________________________
11
19
EXHIBIT 99
INDEX OF EXHIBITS
INCLUDED HERIN, FORM 10-Q
FEBRUARY 28, 1997
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- -----------------------------------------------------------------
10(j) Amendment dated February 28, 1997 to Note Agreement
between the Company and Sun Trust of Georgia.
Incorporated by reference to the Company's Form 10-K
for fiscal year ended June 2, 1995. 13-16
11 Statement re computation of per share earnings 17
27 Financial Data Schedule 18