LAMAUR CORP
10-Q, 1999-05-14
PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS
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================================================================================

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

                                   ----------

                                    FORM 10-Q

                                   ----------

                   QUARTERLY REPORT PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1999


                                   ----------

                         Commission File Number 0-28174

                             The Lamaur Corporation
             (Exact name of registrant as specified in its charter)


               Delaware                                     68-0301547
   (State or other jurisdiction of                       (I.R.S. Employer
   incorporation of organization)                       Identification No.)


                     One Lovell Avenue, Mill Valley CA 94941
               (Address of principal executive offices) (Zip Code)

                                 (415) 380-8200
              (Registrant's telephone number, including area code)

                                   ----------








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 [  ] No [ X ]


At April 30, 1999,  there were  7,309,561  shares of the  Registrant's  $.01 par
value Common Stock outstanding.

================================================================================


<PAGE>








This  quarterly  report  on  Form  10-Q  contains  historical   information  and
forward-looking  statements.  Statements looking forward in time are included in
this Form 10-Q pursuant to the "safe harbor" provision of the Private Securities
Litigation  Reform  Act  of  1995.  This  Form  10-Q  includes   forward-looking
statements  including but not limited to those regarding  future  performance of
the retail brands, the Company's ability to attain any particular level of sales
or to be profitable in the future, the Company's ability to meet working capital
requirements, the Company's ability to be in compliance with its loan agreement,
and the  Company's  expectations  regarding the sale of assets or its ability to
achieve other strategic initiatives.  These statements involve known and unknown
risks and  uncertainties  that may cause the Company's  actual results in future
periods to be materially different from any future performance suggested herein.
Further,  the Company operates in an industry sector where securities values may
be volatile  and may be  influenced  by economic  and other  factors  beyond the
Company's control. In the context of the forward-looking information provided in
this Form 10-Q and in other  reports,  please refer to the  discussions  of risk
factors  and  investment  considerations  detailed  in,  as  well  as the  other
information contained in, the Company's filings with the Securities and Exchange
Commission.





<PAGE>


                             THE LAMAUR CORPORATION
                               Index to Form 10-Q
                                 March 31, 1999



                                                                          Page
                                                                          ----
Part I - Financial Information

  Item 1.    Condensed Financial Statements (Unaudited)

      Balance Sheets as of March 31, 1999 and December 31, 1998            4

      Statements of Operations for the Three Months Ended
         March 31, 1999 and 1998                                           5

      Statements of Cash Flows for the Three Months Ended
         March 31, 1999 and 1998                                           6

      Notes to Condensed Financial Statements for the Three 
         Months Ended March 31, 1999 and 1998                              7

  Item 2.    Management's Discussion and Analysis of Financial
             Condition and Results of Operations for the Three 
             Months Ended March 31, 1999 and 1998                          9


Part II - Other Information

    Item 1.    Legal Proceedings                                          12
    Item 2.    Changes in Securities                                      12
    Item 3.    Defaults Upon Senior Securities                            12
    Item 4.    Submission of Matters to a Vote of Security Holders        12
    Item 5.    Other Information                                          12
    Item 6.    Exhibits and Reports on Form 8-K                           12
    Signature                                                             13



<PAGE>


PART I. FINANCIAL INFORMATION

Item 1. CONDENSED FINANCIAL STATEMENTS

                             THE LAMAUR CORPORATION
                            CONDENSED BALANCE SHEETS
                 (In thousands, except share and per share data)
                                   (Unaudited)

                                                      March 31,     December 31,
                                                        1999            1998
                                                     -----------    -----------
ASSETS

Current Assets:
    Cash and cash equivalents                        $       359    $       568
    Accounts receivable, net                               8,409         10,244
    Inventories                                            8,966          7,969
    Prepaid expenses and other current assets                996            511
                                                     -----------    -----------

      Total Current Assets                                18,730         19,292

Property, Plant and Equipment, Net                        16,907         17,392

Other Assets                                                  24             28
                                                     -----------    -----------

    Total Assets                                     $    35,661    $    36,712
                                                     ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Accounts payable                                 $    10,932    $    10,056
    Accrued expenses                                       2,556          2,623
    Accrued salaries, wages and
      employee-related expenses                            1,218          1,147
    Current portion of long-term debt                      3,356          3,350
                                                     -----------    -----------

      Total Current Liabilities                           18,062         17,176

Long-Term Debt                                             7,565          8,290

Stockholders' Equity
    Preferred stock, $.01 par value, 4,000,000
    shares authorized:
      Series A Preferred  stock, $.01 par value,
        1,000,000 shares issued and outstanding at
        March 31, 1999 and December 31, 1998 
        ($10.0 million liquidation preference)             8,500          8,500
      Series B Preferred stock, $.01 par value,
        763,500 shares issued and outstanding at
        March 31, 1999 and December 31, 1998 
        ($5.0 million liquidation preference)              5,000          5,000
    Common stock, $.01 par value, 12,000,000 shares
      authorized, 7,309,561 and 5,939,761 shares
      issued and outstanding at March  31, 1999 and
      December 31, 1998, respectively                         73             59
    Additional paid-in-capital                            20,410         20,356
    Stock subscriptions receivable                           (50)           (50)
    Accumulated deficit                                  (23,899)       (22,619)
                                                     -----------    -----------

         Total Stockholders' Equity                       10,034         11,246
                                                     -----------    -----------

    Total Liabilities and Stockholders' Equity       $    35,661    $    36,712
                                                     ===========    ===========


                       See notes to financial statements.


<PAGE>


                             THE LAMAUR CORPORATION
                       CONDENSED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)


                                                           Three Months Ended
                                                                March 31,
                                                         -----------------------
                                                            1999         1998
                                                         ---------    ---------

Net Sales                                                $  13,047    $  22,832

Cost of Goods Sold                                           8,774       13,041
                                                         ---------    ---------

Gross Margin                                                 4,273        9,791

Selling, General and Administrative Expenses                 5,279        8,415
                                                         ---------    ---------

Operating (Loss) Income                                     (1,006)       1,376

Interest Expense                                               321          813

Other Income                                                    47           53
                                                         ---------    ---------

Net (Loss) Income                                           (1,280)         616

Dividends on Series B Preferred Stock                         (100)        (100)
                                                         ---------    ---------

Net (Loss) Income Available to Common Shareholders       $  (1,380)   $     516
                                                         =========    =========

Basic (Loss) Income per Common Share                     $   (0.21)   $    0.09
                                                         =========    =========

Weighted Average Common Shares Outstanding - Basic           6,686        5,765
                                                         =========    =========

Diluted (Loss) Income per Common Share                   $   (0.21)   $    0.08
                                                         =========    =========

Weighted Average Common Shares Outstanding - Diluted         6,686        6,488
                                                         =========    =========























                       See notes to financial statements.


<PAGE>


                             THE LAMAUR CORPORATION
                       CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

                                                           Three Months Ended
                                                                 March 31,
                                                         -----------------------
                                                            1999          1998
                                                         ---------    ----------
Cash Flows From Operating Activities:
     Net (loss) income                                   $  (1,280)   $     616
     Adjustments to reconcile net (loss) income to
     net cash provided by operating activities:
         Loss on disposal of assets                              2            3
         Non-cash compensation expense                         168          -- 
         Depreciation and amortization                         506          492
         Effect of changes in:
              Receivables                                    1,835        1,950
              Inventories                                     (997)         838
              Prepaid expenses and other assets               (485)         123
              Payables                                         776       (1,168)
              Accrued expenses                                   4       (2,571)
                                                         ---------    ---------
         Net cash provided by operating activities             529          283


Cash Flows From Investing Activities
     Additions to property, plant and equipment                (19)        (114)
                                                         ---------    ---------

Cash Flows From Financing Activities:
     Repayments under revolving credit agreement, net         (664)        (844)
     Repayments of long-term debt                              (55)        (404)
                                                         ---------    ---------
         Net cash used in financing activities                (719)      (1,248)
                                                         ---------    ---------

Net Decrease in Cash and Cash Equivalents                     (209)      (1,079)
Cash and Cash Equivalents at Beginning of Period               568        6,465
                                                         ---------    ---------

Cash and Cash Equivalents at End of Period               $     359    $   5,386
                                                         =========    =========

















                       See notes to financial statements.

<PAGE>

                             THE LAMAUR CORPORATION

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (Unaudited)
- --------------------------------------------------------------------------------



1.    ORGANIZATION AND OPERATIONS

     The Lamaur Corporation ("the Company") develops, formulates,  manufactures,
and markets personal hair care products,  consisting of shampoos,  conditioners,
hair sprays,  and other styling aids,  for the consumer  market and,  until July
1998, the  professional  hair care market.  In addition,  the Company  develops,
formulates,  and manufactures hair care,  personal care, and household  products
for third parties.  In July 1998, the Company sold its professional salon brands
and related  inventory to Zotos  International,  Inc., a subsidiary  of Shiseido
Co., Ltd.,  Tokyo,  Japan ("Zotos") for net proceeds of $10.0 million.  Proceeds
were used  primarily  to pay down  borrowings  under the credit  agreement  with
Norwest Business Credit and to pay down extended accounts payable.



2.    SIGNIFICANT ACCOUNTING POLICIES

      The accompanying  condensed financial statements are unaudited and include
all adjustments,  consisting of only normal recurring accruals,  that management
considers  necessary  to fairly  present  the results  for such  periods.  These
financial statements should be read in conjunction with the financial statements
and notes contained in The Lamaur  Corporation's  Annual Report on Form 10-K for
the  year  ended  December  31,  1998.  Results  for  interim  periods  are  not
necessarily indicative of results for the full year.

      Earnings Per Share - Basic EPS is  calculated  using  income  available to
common  shareholders  divided by the weighted  average  number of common  shares
outstanding during the year. Diluted EPS is similar to basic EPS except that the
weighted average number of common shares outstanding is increased to include the
number of  additional  common  shares  that would have been  outstanding  if the
dilutive potential common shares, such as options, had been issued. The treasury
stock  method is used to  calculate  dilutive  shares,  which  reduces the gross
number of dilutive shares by the number of shares  purchasable from the proceeds
of the options assumed to be exercised.  In loss years, diluted EPS equals basic
EPS. 

      Comprehensive Income - Comprehensive income equals net income.

      Reclassifications  - Certain prior year amounts have been  reclassified in
the  accompanying  financial  statements  in  order  to  conform  with  the 1999
presentation.

      Inventories are stated at the lower of weighted average cost or market and
include the following:

                                         March 31,     December 31,
                                           1999             1998
                                       ------------    ------------
                                               (In thousands)

     Finished goods                    $      5,561    $      4,542

     Work in process                             11             164

     Raw materials                            3,394           3,263
                                       ------------    ------------

         Total                         $      8,966    $      7,969
                                       ============    ============




<PAGE>


                             THE LAMAUR CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

         FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (continued)
                                   (Unaudited)
- --------------------------------------------------------------------------------

3.    STOCK OPTION PLANS

     In January 1999, the Company issued 1,369,800 shares of its Common Stock to
certain employees and directors.  The stock grants were made in conjunction with
the cancellation of outstanding  options held by employees and directors.  These
shares have vesting  schedules ranging from two years to two and one-half years.
The  Company  recorded   compensation  expense  of  approximately   $168,000  in
connection  with these stock  grants.  The  Company has the right under  certain
conditions  to  repurchase  unvested  shares at the market  price at the date of
grant.  1,129,800 of the shares were issued pursuant to the Company's 1997 Stock
Plan.

4.    DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION

     The Company's operating segments include the Retail Group, Salon Group, and
the Custom  Manufacturing  Group.  As the Retail and Salon  Groups have  similar
economic characteristics,  they have been aggregated into one reportable segment
called the Retail and Salon Group. The Company  evaluates  performance  based on
contribution before fixed expenses.  The accounting policies of the segments are
the same as those of the Company.

      The Company  does not  allocate  fixed  expenses  by segment for  internal
reporting or decision making purposes and therefore has not disclosed  operating
profit by segment.  The  majority of the  Company's  fixed  expenses  are shared
expenses of both reporting  segments and consist  principally of  administration
and manufacturing  overhead.  The Company's  products are manufactured on common
production  lines and  therefore  the Company  does not analyze  fixed assets or
capital expenditures by segment.

     The Company's  reportable  segments have separate  sales  departments,  and
although the products are similar, they are sold and marketed  differently.  The
Retail  and  Salon  Group   sells  hair  care   products   including   shampoos,
conditioners,   hair  sprays,   and  other  styling  aids.  These  products  are
distributed to consumer retail outlets and until July 1998,  professional  salon
and  specialty  shops.  Products  sold by the  Retail  and Salon  Group  require
substantial  marketing support to maintain their sales. The Custom Manufacturing
Group develops and formulates hair care,  personal care, and household  products
for third parties.  This group is service oriented and no significant  marketing
is required to support its sales.

      Following is the financial  information  related to the Company's segments
at March 31, 1999 and 1998:

                                                   1999         1998
                                                ---------    ---------
                                                    (In thousands)
Net sales
     Retail and Salon Group                     $   7,823    $  19,305
     Custom Manufacturing Group                     5,224        3,527
                                                ---------    ---------

        Total net sales                            13,047       22,832

Profit before fixed expenses
     Retail and Salon Group                         1,651        6,193
     Custom Manufacturing Group                     1,305          983
                                                ---------    ---------

        Total profit before fixed expenses          2,956        7,176

Fixed expenses                                      3,962        5,800
                                                ---------    ---------
Operating (loss) income                            (1,006)       1,376
Interest expense                                      321          813
Other income                                           47           53
                                                ---------    ---------

Net (loss) income                               $  (1,280)   $     616
                                                =========    =========








<PAGE>


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998


HISTORICAL RESULTS OF OPERATIONS

     Total net sales for the quarter  ended  March 31, 1999 were $13.0  million,
compared  with $22.8  million  for the same  period in 1998,  a decrease of $9.8
million or 42.9%.  The decrease is due to the decline in sales of the  Company's
retail  and salon  brands.  Willow  Lake(R),  Style(R),  Color  Soft(TM),  Perma
Soft(R),  and Salon  Style(R)  (retail  brands)  and the salon  brands had sales
declines of $11.1  million  during the quarter  ended March 31, 1999 as compared
with the same period in 1998.  Style(R),  Perma Soft(R), and Salon Style(R) have
continued to decline in sales since management  began its turnaround  efforts in
the first  quarter  of 1996.  Management  believes  that  sales of these and the
Company's other retail brands are likely to continue to decline. The decrease in
net sales of the professional  salon brands for the quarter ended March 31, 1999
is  attributable  to the sale of these  brands  to Zotos on July 31,  1998.  The
Company continues to manufacture  certain of these professional salon brands for
Zotos which are sold by the Custom  Manufacturing  Group at a lower  markup over
cost.

      Gross margin as a  percentage  of net sales was 32.8% for the three months
ended March 31, 1999,  as compared  with 42.9% for the same period in 1998.  The
decline in the gross  margin as a  percentage  of net sales for the three months
ended March 31, 1999 is principally due to the sale of lower-margin  promotional
merchandise  for the  Willow  Lake(R)  line,  and a change in  product  mix.  In
addition,  as a  result  of the  sale of the  professional  salon  brands  and a
decrease in sales of the Company's retail brands,  Custom  Manufacturing  sales,
which are lower margin  sales,  represented  a greater  percentage  of net sales
resulting in a reduced gross margin as a percentage of sales.

     Selling,  general and  administrative  expenses (SG&A) were $5.3 million or
40.5% of net sales for the three months ended March 31, 1999,  as compared  with
$8.4  million or 36.9% of net sales for the same period last year, a decrease of
$3.1  million.  The  decrease is  principally  attributed  to reduced  marketing
expenses of $2.0  million and reduced  freight and  brokerage as a result of the
decrease in sales. In addition, personnel, travel and other expenses declined as
a result of the Company's cost cutting efforts and the sale of the  professional
salon brands to Zotos.  The  Company's  strategy in 1999 is to focus its limited
resources  to support the Willow  Lake(R)  brand with  advertising  and consumer
promotion and also to provide limited  promotional  support for the other retail
brands.  There can be no assurance  concerning the future  performance of Willow
Lake(R) and other brands or the Company's ability to attain any particular level
of sales or to be  profitable  in the future with the lower  level of  marketing
support.

      Interest  expense  decreased  to $0.3  million for the three  months ended
March 31, 1999, as compared with $0.8 million in the same period last year.  The
decrease in interest expense is principally attributable to lower borrowings and
lower interest rates under the Company's  revolving line of credit and term loan
with Norwest Business Credit.

     As a result of the  foregoing  factors,  the net loss for the three  months
ended March 31, 1999 was $1.3 million  compared  with net income of $0.6 million
for the same period in 1998.


LIQUIDITY AND CAPITAL RESOURCES

     As of March 31, 1999, the amounts outstanding under the Company's revolving
and term loan  facilities were $6.7 million and $3.1 million,  respectively,  as
compared  with $7.4 million and $3.1 million,  respectively,  as of December 31,
1998.  The  interest  rates on the loans are  variable  and are tied to  Norwest
Bank's base rate which at March 31, 1999 was 7.75%.  As of March 31,  1999,  the
interest  rates on the revolving  line of credit and the term loan facility were
10.25% and 10.5%, respectively.

     In March 1999, the Company renegotiated the terms and covenants of its loan
agreement with Norwest in the Fifth Amendment to the Amended and Restated Credit
and Security  Agreement.  This amendment provides for increased advance rates on
eligible   receivables  and  inventory  of  three  percentage  points  and  five
percentage  points,  respectively.  The  Company  incurred a fee of  $100,000 in
conjunction with this amendment, $50,000 of which is not payable until August 1,
1999.

     Under  the  terms of the term  loan,  the  Company  may  borrow  up to $3.1
million.  The term loan is due on demand and is payable in full by  September 1,
1999.

<PAGE>

     Both  credit  facilities  are  secured by  virtually  all the assets of the
Company.  Additionally, the credit facilities restrict the payment of dividends,
the Company's  ability to incur additional  indebtedness and require the Company
to comply with certain financial loan covenants regarding profitability, minimum
net worth,  and capital  expenditures.  As of March 31, 1999, the Company was in
compliance  with its financial  loan  covenants.  No assurance can be given that
such compliance will continue.

     Total  accounts   payable   exceeding   their  normal  payment  terms  were
approximately  $5.8  million  as of March 31,  1999.  Because  the  Company  has
announced its intent to obtain  financing  through a new credit  facility and/or
the  sale of its  manufacturing  operations  and  related  assets,  major  trade
creditors and other  creditors  have extended  their "normal" terms to allow the
Company  additional  time to make  payments.  In August 1998, the Company used a
portion of the proceeds from the sale of its professional salon brands to reduce
its extended accounts payable. The Company is operating its business to preserve
working capital in order to pay the Company's current and extended  obligations.
To date the Company has been able to make timely shipments to its customers.

     In January 1999, the Company issued 1,369,800 shares of its Common Stock to
certain employees and directors.  The stock grants were made in conjunction with
the cancellation of outstanding  options held by employees and directors.  These
shares have vesting  schedules ranging from two years to two and one-half years.
The  Company  recorded   compensation  expense  of  approximately   $168,000  in
connection  with these stock  grants.  The  Company has the right under  certain
conditions  to  repurchase  unvested  shares at the market  price at the date of
grant.  1,129,800 of the shares were issued pursuant to the Company's 1997 Stock
Plan.  Management and the Board of Directors  believed it was essential to offer
such  package  in  order to  retain  employees  and  preserve  the  value of the
enterprise while the Company evaluated and pursued alternatives.

     As of March 31, 1999,  the Company is $700,000 in arrears on the payment of
dividends on its Series B preferred  stock.  The preferred stock provides for an
annual dividend of $400,000, payable in quarterly installments.

      The Company's  ability to continue  operations is dependent on its ability
to generate  sufficient cash flow to meet its obligations as they become due, to
comply with the terms and  conditions  of the amended  financing  agreement,  to
obtain additional financing or refinancing,  to reduce aged payables,  to reduce
its cost structure, and attain sales and operating levels to be profitable.

       In 1998,  the  Company  implemented  its  cost  reduction  program  which
included a reduction  in its  workforce  and an overall  reduction  in operating
expenses.  The Company will continue to evaluate sales and operating performance
and, if necessary, initiate further cost reductions.

     The Company's strategy in 1999 is to focus its limited resources to support
the Willow  Lake(R) brand with  advertising  and consumer  promotion and also to
provide limited promotional support for the other retail brands.

     The continuing operation of the Company's business is not likely to lead to
improved  financial  results  in the  near  term.  Therefore,  in  order  to pay
creditors and to provide an  opportunity  to increase the value of the Company's
stock, the Company must sell additional assets, obtain additional financing,  or
obtain new business through alternative  channels.  Management has been actively
pursuing  each  of  these.  While  no  assurance  can be  given  that it will be
successful,  management  believes  that  it  has  made  progress  towards  these
objectives,  and is  continuing to pursue all avenues to ensure that it can meet
the Company's obligations to creditors.



YEAR 2000

      Many  computer  systems were not designed to properly  handle dates beyond
the year 1999. Additionally, these systems may not properly handle certain dates
in 1999. Failure to process dates properly could result in failure or disruption
of the Company's  information  systems and/or processing  equipment.  To be Year
2000 compliant,  computer systems must correctly  process dates before and after
the Year 2000,  recognize the Year 2000 as a leap year, accept and display dates
unambiguously  and  correctly  process  dates  for  non-date  functions  such as
archiving.

      Disruptions to the Company's operations may also occur if key suppliers or
customers  experience  disruptions  in their  ability  to  purchase,  supply  or
transact  with the Company due to Year 2000 issues.  The Year 2000  readiness of
infrastructure  suppliers  (utilities,  government agencies such as customs, and
shipping  organizations)  will be  critical  to the  Company's  ability to avoid
disruption of its operations.

<PAGE>

     The Company  installed  an  enterprise-wide  software  solution in December
1996. At that time, some modules of the system were not Year 2000  compliant.  A
newer  release of the same software is certified to be compliant by the software
vendor.  The  Company's  current  activity  surrounds  upgrading  to this  newer
release.  It is the  Company's  intent  to test the  functionality  and make the
necessary  Company-specific  modifications  to the  software.  This  process  is
currently underway and should be completed during the third quarter in 1999. The
Company's  contingency  plan  would be to use the  certified-compliant  software
without  Company-specific  modifications.   The  computer  operating  system  is
certified to be Year 2000 compliant by the vendor.

      The  Company  is  also  reviewing  its  computer-dependent   manufacturing
activities  to determine the necessary  hardware and software  changes.  For all
non-mainframe  applications  such  as  personal  computers,   production-related
equipment,  etc.,  an  inventory  has been taken of the  hardware  and  software
involved.  The Company has researched the status of these items and determined a
course of action to assure compliance. This process is currently scheduled to be
completed by the end of the third quarter in 1999. The Company's electronic data
interchange system,  which receives orders from its customers,  has already been
certified to be Year 2000 compliant by the software vendor.

     The  Company  will  perform  remediation  procedures  concurrent  with  its
assessment planning.  The Company intends to use internal and external resources
to implement,  replace and test software and related assets affected by the Year
2000 issue.  The Company  currently  believes that the remediation  costs of the
Year 2000 issue will not be material to the  Company's  results of operations or
financial  position and will be absorbed by the Company through normal operating
budgets.  The Company does not expect any incremental  costs associated with its
Year 2000 remediation  activities to be significant.  Cumulatively through March
31,  1999,  the  Company  has not  incurred  a  material  amount of  remediation
expenses.

     The  Company is working  with key  suppliers  and  customers  to  determine
whether the  suppliers'  operations  and the  products  and  services  that they
provide  are Year 2000  capable or to monitor  their  progress  toward Year 2000
compliance.  The Company has sent  questionnaires  to its  suppliers who furnish
product or services  to the  Company.  The Company may choose to identify  those
suppliers it deems critical and pursue other methods of assuring readiness.  The
Company is also in the process of surveying customers to determine the status of
their Year 2000 efforts.

      While the Company currently expects that the Year 2000 issue will not pose
significant  operational  problems,  delays in adequately  addressing  Year 2000
issues,  or a  failure  to fully  identify  all Year  2000  dependencies  in the
Company's  systems and in the systems of its suppliers,  customers and financial
institutions could have material adverse  consequences,  including delays in the
production,  delivery or sale of products. In addition,  time and cost estimates
are  based  on  currently  available   information  and  are  management's  best
estimates.  However,  no  assurance  can be given that these  estimates  will be
achieved, and actual results may differ materially from those anticipated.





<PAGE>


PART II - OTHER INFORMATION



Item 1.    LEGAL PROCEEDINGS

     On November 2, 1998, a class action and derivative lawsuit was filed by the
stockholders  (on behalf of themselves and the Company) in the Delaware Court of
Chancery  in and for New Castle  County  alleging  that the  defendant  Board of
Directors  breached their fiduciary duties to the Company and failed to disclose
certain  information  in the Company's  1998 Proxy  Statement.  Plaintiffs  seek
injunctive  relief,  damages,  and a recision  of all  actions  approved  at the
November 2, 1998 Annual  Meeting.  In addition,  the  plaintiffs are seeking the
appointment  of a receiver  for the Company and  changes in the  disclosures  to
correct what they allege are errors and costs and  attorney's  fees. The Company
believes  the  lawsuit is without  merit and will  defend the action in the best
interest  of the  stockholders.  No  discovery  has been  commenced  against the
Company,  only  minimal  discovery  has been  conducted  by  plaintiffs,  and no
significant dates have been set in the litigation.


Item 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

     In January 1999, the Company issued 1,369,800 shares of its Common Stock to
certain employees and directors.  The stock grants were made in conjunction with
the cancellation of outstanding  options held by employees and directors.  These
shares have vesting  schedules ranging from two years to two and one-half years.
The  Company  recorded   compensation  expense  of  approximately   $168,000  in
connection  with these stock  grants.  The  Company has the right under  certain
conditions  to  repurchase  unvested  shares at the market  price at the date of
grant.  1,129,800 of the shares were issued pursuant to the Company's 1997 Stock
Plan.  Management and the Board of Directors  believed it was essential to offer
such  package  in  order to  retain  employees  and  preserve  the  value of the
enterprise while the Company evaluated and pursued alternatives.


Item 3.    DEFAULTS UPON SENIOR SECURITIES

      On March 31, 1999, the Company failed to pay a dividend of $100,000 on its
Series B Preferred Stock and is in arrears in the aggregate amount of $700,000.


Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.


Item 5.    OTHER INFORMATION

      None.


Item 6.    EXHIBITS AND REPORTS ON FORM 8-K

     (a)      Exhibits:

                27   Financial Data Schedule


     (b)      Reports on Form 8-K:

                None.


<PAGE>


SIGNATURE


      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.



     THE LAMAUR CORPORATION
     (Registrant)




     ------------------------------------------
     /s/ John D. Hellmann
     Vice President - Finance and Chief Financial Officer
     (Principal Financial and Accounting Officer)


     DATE:  May 14, 1999


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<NAME>                        THE LAMAUR CORPORATION
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