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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 November 2, 1996
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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
______________________________________________________________________________
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B.B. Walker Company
Form 12b-25
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 November 2, 1996 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 14, 1997.
______________________________________________________________________________
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B.B. Walker Company
Form 12b-25
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
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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 $4,041,119, or $2.34 per
share, for the fiscal year ended November 2, 1996 compared to a net loss of
$1,244,465, or $.72 per share, for the fiscal year ended October 28, 1995.
The change of $2,796,654 can be attributed to lower sales volume in 1996
compared to 1995. The Registrant's net sales in 1996 were $37,505,806
compared to net sales of $43,452,854 in 1995. Weak spending at the retail
level resulted in orders to restock inventory being lower than the prior year.
In addition, the reduction in orders 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 promotions that eroded the Company's margins. Finally, the
Company eliminated certain styles from its product lines and, accordingly,
made lower of cost or market adjustments to inventories and recorded accruals
accruals for adjustments to personnel levels.
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 31, 1997 By WILLIAM C. MASSIE
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William C. Massie, Executive Vice President
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January 31, 1997
Mr. William C. Massie
Executive Vice President
B.B. Walker Company
Post Office Box 1167
Asheboro, NC 27204
Dear Mr. Massie:
You have furnished us with a copy of your "Notification of Late Filing" on
Form 12b-25 dated January 31, 1997.
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 financial
statements of B.B. Walker Company on or before the date the Form 10-K of
B.B. Walker Company for the period ended November 2, 1996 is required to
be filed.
Yours very truly,
PRICE WATERHOUSE LLP
WINSTON-SALEM, NC
