UNITED MERCHANTS & MANUFACTURERS INC /NEW/
10-K/A, 1995-01-24
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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                             -----------------
                            AMENDMENT No. 1  to
                                 FORM 10-K
     This amendment is to attach Exhibit 27 - FINANCIAL DATA SCHEDULE
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1994           

                       Commission file number 1-3185

                 UNITED MERCHANTS AND MANUFACTURERS, INC.
          (Exact name of registrant as specified in its charter)

            DELAWARE                                        13-1426280    
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                        Identification No.)

    1650 Palisade Ave, Teaneck, N.J.                          07666   
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code          (201) 837-1700

Securities registered pursuant to Section 12(b) of the Act:
                                                 Name of each exchange    
        Title of each class                       on which registered     
Common Stock-Par Value $1 Per Share.......... New York Stock Exchange     
Preferred Stock...............................New York Stock Exchange     

Securities registered pursuant to Section 12(g) of the Act:
               Title of each class
3 1/2% Senior Subordinated Debentures due 2009

    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 and (2) has been 
subject to such filing requirements for the past 90 days.
                Yes [X]                              No [ ]

    The aggregate market value of Common Stock, Par Value $1 Per Share, 
held by non-affiliates (based upon the closing sale price on the New York 
Stock Exchange) on September 15, 1994 was approximately $4,690,000.

           APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                PROCEEDINGS DURING THE PRECEDING FIVE YEARS
    Indicate by check mark whether registrant has filed all documents and 
reports required to be filed by Section 12, 13 or 15(d) of the Securities 
Exchange Act of 1934 subsequent to the distribution of securities under a 
plan confirmed by a court.                              Yes [X]     No [ ]

    As of September 17, 1994, there were 17,845,000 shares of Common 
Stock, Par Value $1 Per Share, outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the definitive Proxy Statement for the Annual Meeting of 
Stockholders to be held on November 17, 1994 are incorporated by reference 
into Part III.

<PAGE>


                                SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, Registrant has duly caused this amendment to Annual 
Report to be signed on its behalf by the undersigned, thereunto duly 
authorized.

Dated:  January 25, 1995        UNITED MERCHANTS AND MANUFACTURERS, INC.
                                                (Registrant)              

                                  By /s/ Judith A. Nadzick                
                                         Judith A. Nadzick                
                                     Executive Vice President and         
                                      Chief Financial Officer             










<PAGE>


         UNITED MERCHANTS AND MANUFACTURERS, INC. AND SUBSIDIARIES
                            Amendment No. 1 to
                                 FORM 10K



                             INDEX TO EXHIBITS

  Certain exhibits have previously been filed with the Form 10-K.  

  The following exhibit is being filed herewith:

EXHIBIT
   No.
- -------
 (27)  Financial Data Schedule as of and for the year ended June 30, 1994.


<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000101357
<NAME> UNITED MERCHANTS AND MANUFACTURERS, INC.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          JUN-30-1994
<PERIOD-END>                               JUN-30-1994
<CASH>                                             662
<SECURITIES>                                         0
<RECEIVABLES>                                   17,658
<ALLOWANCES>                                     2,372
<INVENTORY>                                     24,760
<CURRENT-ASSETS>                                42,534
<PP&E>                                          37,447
<DEPRECIATION>                                  26,327
<TOTAL-ASSETS>                                  83,562
<CURRENT-LIABILITIES>                           14,448
<BONDS>                                         80,559
<COMMON>                                        17,845
                                0
                                        450
<OTHER-SE>                                      64,674
<TOTAL-LIABILITY-AND-EQUITY>                    83,562
<SALES>                                         98,259
<TOTAL-REVENUES>                                98,259
<CGS>                                           68,844
<TOTAL-COSTS>                                   68,844
<OTHER-EXPENSES>                                40,449
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              12,107
<INCOME-PRETAX>                               (23,141)
<INCOME-TAX>                                       100
<INCOME-CONTINUING>                           (23,241)
<DISCONTINUED>                                   4,392
<EXTRAORDINARY>                                 33,400
<CHANGES>                                     (15,303)
<NET-INCOME>                                     (752)
<EPS-PRIMARY>                                   (0.29)
<EPS-DILUTED>                                   (0.29)
        

</TABLE>


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