UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Check One: [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form N-SAR
For the period ended: Fiscal Year Ended October 28, 1995
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the transition period ended: N/A
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: N/A
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______________________________________________________________________________
PART I - REGISTRANT INFORMATION
B.B. WALKER COMPANY
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Full Name of Registrant
414 EAST DIXIE DRIVE
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Address of Principal Executive Office
ASHEBORO, NC 27203
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City, State and Zip Code
______________________________________________________________________________
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate):
| (a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
| (b) The subject annual report, semi-annual report, transition report on
| Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or portion thereof,
[X] | will be filed on or before the fifteenth calendar day following the
| prescribed due date; or the subject quarterly report or transition
| report on Form 10-Q, or portion thereof, will be filed on or before
| the fifth calendar day following the prescribed due date; and
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, Form 20-F,
Form 11-K, Form N-SAR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
B.B. Walker Company (the "Registrant") is currently renegotiating certain
financial covenants of its revolving credit and term loan agreement with
Mellon Bank, N.A. (the "Bank"). Renegotiation of these covenants is
necessary for completion of the Registrant's financial statements for the
fiscal year ended October 28, 1995 and the rendering of an opinion by the
Registrant's independent auditors. Although the Registrant and the Bank have
orally agreed to the principal terms of the renegotiated covenants,
documenting these agreements in the form of amendments to the loan agreements
has proven to be extremely time-consuming because of the complexity of the
lending arrangement and the demand of additional information by the Bank. The
Registrant has attempted to complete the process of filing the annual report
on Form 10-K within the prescribed time period but has been unable to do so.
Registrant expects to be able to complete and file its Form 10-K by
February 9, 1996.
______________________________________________________________________________
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
John R. Whitener Controller (910) 625-1380
---------------- ---------- ----------------
Name Title Telephone Number
(2) Have all other periodic reports required under Section 13
or 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during
the preceding 12 months (or for such shorter period that
the registrant was required to file such reports) been
filed? If answer is no, identify report(s): N/A [X] Yes [] No
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(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements
to be included in the subject report or portion thereof? [X] Yes [] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The Registrant anticipates reporting a net loss of $1,244,465, or $.72 per
share, for the fiscal year ended October 28, 1995 compared to net income of
$474,478, or $.26 per share, for the fiscal year ended October 29, 1994. The
change of $1,718,000 can be attributed primarily to lower sales volume in 1995
compared to 1994. The Registrant's net sales in 1995 were $43,452,854
compared to net sales of $51,148,327 in 1994. Retailers were slow to turn
their inventories as the market was soft, and therefore orders to restock
inventory were not as strong as the prior years. In addition, the reduction
in demand impacted the ability of the Company to operate its plants
efficiently resulting in unfavorable manufacturing variances. Another factor
was significant competition which led to aggressive pricing and dating terms
that eroded the Company's margins. Finally, rising interest rates, larger
average outstanding balances and additional long-term debt resulted in
significant increases in interest expense. These higher expenses were
partially offset by lower selling and administrative expenses.
B.B. WALKER COMPANY
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date JANUARY 26, 1996 By WILLIAM C. MASSIE
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William C. Massie, Executive Vice President
January 26, 1996
Mr. William C. Massie
B.B. Walker Company
P.O. Box 1167
Asheboro, North Carolina 27203
Dear Mr. Massie:
You have furnished us with a copy of your "Notification of Late Filing" on
Form 12b-25 dated January 26, 1996.
We are in agreement with the comments under Part III of the Form with respect
to the reasons why we are unable to furnish our report on the consolidated
financial statements of B.B. Walker Company on or before the date the Form
10-K of B.B. Walker Company for the year ended October 28, 1995 is required
to be filed.
Yours very truly,
PRICE WATERHOUSE LLP
WINSTON-SALEM, NORTH CAROLINA
