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 31, 1998
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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
______________________________________________________________________________
<PAGE>
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.
The Controller of B.B. Walker Company (the "Registrant") resigned on September
11, 1998, seven weeks before its fiscal year ended October 31, 1998. He was
the primary employee involved in filing SEC documents. His replacement was
hired on October 1, 1998. Due to the changeover in this key position so close
to fiscal year end, the independent audit ran behind schedule. Certain
information regarding Registrant's stock options will not be finalized within
the prescribed time period. Registrant expects to be able to complete and
file its Form 10-K by February 15, 1999.
______________________________________________________________________________
<PAGE>
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
Carey M. Durham Chief Financial Officer (336) 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 net income of $75,309, or $.04 per
share, for the fiscal year ended October 31, 1998 compared to net income of
$23,509, or $.01 per share, for the fiscal year ended November 1, 1997, after
considering tax benefits. Net sales for 1998 decreased approximately
$3,800,000 (11.7%) from 1997 due to product and organizational realignments
instituted in 1996 and 1997.
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 28, 1999 By CAREY M. DURHAM
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Carey M. Durham, Chief Financial Officer
January 28, 1999
Mr. Carey M. Durham
Chief Financial Officer
B.B. Walker Company
Post Office Box 1167
Asheboro, NC 27204
Dear Mr. Durham:
You have furnished us with a copy of your "Notification of Late Filing"
on Form 12b-25 dated January 28, 1999.
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 year ended October 31, 1998 is
required to be filed.
Yours very truly,
PRICEWATERHOUSECOOPERS LLP
Greensboro, NC
