FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 30, 1994.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
From the transition period from_____________ to ___________________
_________________________________________________________________
Commission file number _ _ 33-13622______________________________
_________________________________________________________________
BRENDLE'S INCORPORATED
Elkin, North Carolina 56-049-7852
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1919 North Bridge Street, Elkin, North Carolina 28621
(910) 526 5600
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant 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 registrant was required to file
such reports and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No________
Page 1 of 16
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13,
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________ Not Applicable________
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
At July 30, 1994, there were 12,760,644 shares of the issuer's
Common Stock outstanding.
Page 2 of 16
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BRENDLE'S INCORPORATED
Consolidated Statements of Income
(Unaudited)
(In thousands except per share data)
Three Months Ended
July 30, July 31,
1994 1993
Net sales $32,742 $36,232
Other income 31 35
Total revenue 32,773 36,267
Cost and expenses:
Cost of merchandise sold 25,137 26,309
Selling, operating and
administrative expenses 9,701 10,202
Depreciation and amortization 882 1,266
Interest expense:
Capitalized leases 111 189
Other 355 0
Reorganization Costs 596 3,816
36,782 41,782
Net loss before income taxes
and extraordinary item (4,009) (5,515)
Provision for income taxes --- ---
Net loss before extraordinary item (4,009) (5,515)
Debt forgiveness 1,576 ---
Net income (loss) $(2,433) $(5,515)
Weighted average shares outstanding 12,766 8,290
Net income (loss) per share $ (0.19) $ (0.67)
Page 3 of 16
BRENDLE'S INCORPORATED
Consolidated Statements of Income
(Unaudited)
(In thousands except per share data)
Six Months Ended
July 30, July 31,
1994 1993
Net sales $58,690 $69,506
Other income 62 137
Total revenue 58,752 69,643
Cost and expenses:
Cost of merchandise sold 43,946 50,658
Selling, operating and
administrative expenses 19,229 22,268
Depreciation and amortization 1,761 2,755
Interest expense:
Capitalized leases 222 415
Other 596 1
Reorganization Costs 846 3,659
66,600 79,756
Net loss before income taxes
and extraordinary item (7,848) (10,113)
Provision for income taxes --- ---
Net loss before extraordinary item (7,848) (10,113)
Debt forgiveness 30,249 ---
Net income (loss) $ 22,401 $ (10,113)
Weighted average shares outstanding 10,582 8,292
Net income (loss) per share $ 2.12 $ (1.22)
Page 4 of 16
BRENDLE'S INCORPORATED
Consolidated Balance Sheet
(Unaudited)
(In thousands except per share data)
January July
July 30 29, 31,
1994 1994 1993
Assets
Current Assets:
Cash and temp. cash invest. $ 2,304 $ 34,774 $ 34,061
Accounts receivable 1,216 1,480 5,369
Merchandise inventories 53,657 54,133 55,335
Prepaid inventory 1,133 299 1,805
Prepaid expenses 1,923 671 1,194
Total current assets 60,233 91,357 97,764
Property and equipment, less accumulated
depreciation and amortization 10,170 15,767 31,940
Other assets 745 439 579
$71,148 $107,563 $130,283
Liabilities and Shareholders' Equity
Current liabilities:
Notes Payable $16,476 $ --- $ ---
Accounts Payable
Trade 6,574 3,002 2,473
Outstanding Checks (Note #5) 3,244 --- ---
Current portion of capitalized lease
obligations 1,514 --- ---
Current portion of
restructuring expenses 509 509 1,388
Accrued compensation 538 508 699
Other accrued liabilities 2,488 2,335 4,723
Total current liabilities 31,343 6,354 9,283
Reorganization notes 276 --- ---
Capitalized lease obligations, less current
portion 2,292 --- ---
Other liabilities 398 --- ---
Other deferred credit 220 --- ---
Total long-term liabilities 3,186 0 0
Liabilities subject to compromise (Note #6) 1,510 95,749 106,338
Total Liabilities 36,039 102,103 115,621
Shareholders' equity:
Common stock, $1 par value, 20,000,000
shares authorized, 12,760,644, 8,299,454
and 8,301,644 shares issued 12,761 8,299 8,302
Capital in excess of par value 20,898 18,112 18,109
Retained earnings 1,450 (20,951) (11,748)
(deficit)
Total shareholders' equity 35,109 5,460 14,662
$71,148 $107,563 $130,283
Page 5 of 16
BRENDLE'S INCORPORATED
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Six Months Ended
July 30, July 31,
1994 1993
Operations:
Net income (loss) $ 22,401 $(10,113)
Items not requiring
(providing) cash:
Depreciation and
amortization 1,761 2,755
Reorganization reserve --- (1,670)
Other --- 7
Debt forgiveness (30,249) ---
Changes in assets and
liabilities:
Accounts receivable 264 967
Merchandise inventories 476 2,558
Prepaid inventory (834) 2,962
Prepaid expenses (1,252) (327)
Accounts payable and
accrued liabilities 6,999 1,098
Reorganization reserve 0 (3,545)
Cash provided (used) by
operations (434) (5,308)
Investing Activities:
Net (additions) retirements of property and
equip 3,836 5,669
(Addition) reduction in
other assets (306) 87
Cash provided by
investing activities 3,530 5,756
Financing Activities:
Decrease in liabilities
subject to compromise (52,070) ---
Increase in long-term
liabilities 618 ---
Increase in reorganization
notes 276 ---
Decrease in capitalized
lease obligations (851) (694)
Proceeds from borrowings
on line of credit 16,476 (2,297)
Issuance (redemption) of
common stock (8) 12
Decrease in paid-in-capital (7) (2)
Cash used by financing
activities (35,566) (2,981)
Net decrease in cash and
temporary cash invest. $(32,470) $ (2,533)
Supplemental disclosure of non-cash financing activities:
During the quarter ended April 30, 1994 the company issued 4,469,191 shares
of common stock valued at $7,263,000 to creditors under the terms of its
Plan of Reorganization and resulted in an increase in capital in excess of
par value of $2,793,000
Page 6 of 16
BRENDLE'S INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. In the opinion of management, the accompanying
unaudited condensed consolidated financial statements
reflect all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the
results of the interim period.
Note 2. In April 1986, four shareholders of the Company
agreed not to transfer or sell their Common Stock to
any unrelated party (as defined) without the written
consent of the other parties to the agreement. In
addition, in the event of the death of one of the four
shareholders, the Company can be required to purchase
their Common Stock at fair value up to the life
insurance proceeds, consisting of policies with a face
value of $5,250,000, $5,000,000, $3,070,000 and
$3,000,000, respectively. An amount equal to the cash
surrender value of these policies at July 30, 1994 and
July 31, 1993 of $219,000 and $521,000, respectively,
has been shown as an other deferred credit on the
balance sheet with a corresponding reduction in
retained earnings. The Company has taken out loans
against the cash surrender value of these policies in
the sum of $1,840,000 to finance current capital
requirements.
Note 3. Tax refunds resulting from losses incurred are
calculated using tax payments of three prior years.
Any losses in excess of those allowed for carry-back
are carried forward for use as future earnings allow.
These loss carry-forwards at January 29, 1994 were
approximately $49 million. Tax loss carry-backs were
exhausted during the second quarter of Fiscal 1992.
Note 4. Effective for the first quarter of Fiscal 1994, the
Company implemented Statement of Financial Accounting
Standards 109, "Accounting for Income Taxes," (SFAS
109). SFAS 109 mandates the use of the liability
method to calculate deferred taxes. SFAS 109 permits
restatement of earlier years or presentation of the
cumulative effect of the change in the years adopted.
The Company has adopted the Statement prospectively and
the adoption does not impact the Company's financial
condition or results of operations due to the fact that
the Company has recorded a valuation allowance against
the deferred tax asset which primarily results from the
Company's net operating loss carry-forwards.
Page 7 of 16
Note 5. Outstanding checks totalling $3,244,000 on July 30,
1994 were classified under current liabilities (as
outstanding checks) and included in cash at July 30,
1994.
Note 6. Liabilities subject to compromise include disputed
claim obligations where claim objections have been filed
with the Bankruptcy Court.
Page 8 of 16
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Overview:
On November 22, 1992, the Company and its wholly-owned
principal operating subsidiary, Brendle's Stores, Inc. (BSI),
(collectively sometimes referred to as the "Company") filed for
protection under Chapter 11 of the Bankruptcy Code. Under
Chapter 11, the Company and BSI, Debtors In Possession, continued
to conduct business in the ordinary course under the protection
of the Bankruptcy Code while a Plan of Reorganization was
developed to restructure and reorganize the debt structure and
allow the debtor to strengthen its financial position.
At the time of the filing of the Petitions, the Company was
operating 51 retail stores in North Carolina, South Carolina,
Virginia, Tennessee and Georgia. The Company reviewed the
operations of each of its stores, and during the Fiscal year
ending January 29, 1994, closed twenty-one stores whose
profitability was not considered by management to be adequate.
Eight store locations were closed in January 1993, and thirteen
store locations were closed in May 1993. The inventory,
fixtures, and real estate (at two of the company-owned stores)
that became available for sale as a result of these closings were
sold to generate cash to help fund the Plan of Reorganization.
The Company also sold its distribution center located in Elkin,
NC and leased back approximately 244,000 of the 388,000 square
feet facility. Proceeds from this sale were also used to help
fund the Plan of Reorganization.
On November 10, 1993, the Company filed a modified Plan of
Reorganization (the "Plan") with the United States Bankruptcy
Court for the Middle District of North Carolina. The Plan was
approved by the Company's creditors and shareholders in December,
1993, and was confirmed by the Bankruptcy Court by order entered
on December 20, 1993.
On April 20, 1994, the Company received Bankruptcy Court
approval for a five-year, $45 million revolving line of credit
with Foothill Capital Corporation to be used to partially fund
the Plan and to provide working capital funds to the Company.
See "Liquidity and Capital Resources." On April 29, 1994, the
Company substantially consummated its Plan of Reorganization by
making payments to creditors in accordance with the Plan and
distributing stock for the benefit of certain unsecured and
secured creditors.
Page 9 of 16
Comparison of Operations
Second Quarter Fiscal 1995 Compared to Second Quarter Fiscal 1994
Net sales for the three months ended July 30, 1994 were
$32,742,000 compared to $36,232,000 for the same quarter ended
July 31, 1993. The sales decrease from the prior year was the
result of operating thirteen fewer stores during the second
quarter of Fiscal 1995. As part of the Company's reorganization
it closed thirteen stores during the second quarter ended July
31, 1993. Comparable store sales increased 3.2% compared to the
same period last year. The sales increase resulted from
increased promotional activity including Senior Citizen Days,
V.I.P. Nights, additional pages in advertising circulars, and
increased circulation of advertising circulars.
Other income was $31,000 for the second quarter of Fiscal
1995 compared to $35,000 for the second quarter of Fiscal 1994.
Other income includes miscellaneous non-recurring items.
The cost of merchandise sold in the second quarter of Fiscal
1995 was $25,137.000 compared to $26,309,000 in the second
quarter of Fiscal 1994. The decrease in cost of merchandise sold
was primarily the result of the decrease in sales as discussed
above.
Gross margin is calculated by subtracting the cost of
merchandise sold from net revenues. Gross margin as a percentage
of sales was 23.3% for the three months ended July 30, 1994
compared to 27.5% for the same period last year. The decrease in
the gross margin as a percentage of sales was the result of the
planned increase in promotional activity discussed above,
aggressive markdowns of items dropped from the Company's current
merchandise assortment and the continued competitive retail
environment.
Selling, operating and administrative expenses ("SO & A")
for the second quarter of Fiscal 1995 and 1994 were $9,701,000
and $10,202,000, respectively. This decrease is primarily the
result of operating thirteen fewer stores and the corresponding
reduction of corporate overhead. SO & A expenses, as a
percentage of revenues, increased to 29.6% in the second quarter
of Fiscal 1995 compared to 28.1% for the same period last year.
This increase in expense, as a percentage of revenues, resulted
primarily from the decrease in sales and a reduction in corporate
overhead which was disproportionate to the corresponding
reduction in sales.
Second quarter depreciation and amortization expense for
Fiscal 1995 and 1994 was $882,000 and $1,266,000, respectively.
Expense for fixed asset depreciation and amortization is less
because the Company is operating fewer stores and some assets in
the remaining stores have become fully depreciated since the
second quarter of Fiscal 1994.
Page 10 of 16
Interest on capital leases for Fiscal 1995 and Fiscal 1994
was $111,000 and $189,000, respectively. Interest expense on debt
other than capital leases was $355,000 compared to zero for the
same quarter last year. This increase in interest on debt is for
interest and fees of the $45 million revolving credit facility
from Foothill Capital Corporation. For the second quarter of
Fiscal 1994, no interest was accrued on pre-petition debt
obligations.
Reorganization costs of $596,000 for Fiscal 1995 include
professional fees associated with the Chapter 11 proceedings and
expenses for stores closed in prior years. Reorganization costs
for Fiscal 1994 of $3,816,000 include professional fees and store
closing expenses reduced by interest income. For the second
quarter of Fiscal 1994 interest on short-term investments was
offset to reorganization costs as required by AICPA Statement of
Position 90-7 (Financial Reporting by Entities Reorganizing Under
the Bankruptcy Code).
Debt forgiveness recorded for the second quarter of Fiscal
1995 was $1,576,000. This amount represents the debt forgiveness
from the settlement of pre-petition debt claims resolved
subsequent to April 29, 1994.
Net loss for the second quarter of Fiscal 1995 was
$2,433,000 compared to $5,515,000 for Fiscal 1994. Net loss
before extra-ordinary item for the second quarter of Fiscal 1995
was $4,009,000 compared to $5,515,000 for the same period last
year.
The Company's tax loss carry-backs were exhausted in Fiscal
1992 resulting in the loss of any tax benefit for the first
quarter of Fiscal 1995. The loss carry-forwards will be used as
future earnings allow.
First Six Months of Fiscal 1995 Compared to First Six Months of
Fiscal 1994
Net sales for the six months ended July 30, 1994 were
$58,690,000, a decrease from the $69,506,000 for the first six
months ended July 31, 1993. The sales decrease from the prior
year was the result of operating fewer stores. For the first six
months of Fiscal 1995 the Company operated thirty stores compared
to the first six months of Fiscal 1994 when the Company operated
43 stores for the first four months of the year and 30 stores for
the remaining two months. Sales for the thirty stores open the
first six months of both years increased by 4.1%. This increase
in sales resulted primarily from a better in-stock position and
increased promotional activity compared to the first six months
of Fiscal 1994.
Other income was $62,000 for the first six months of Fiscal
1995 compared to $137,000 for the comparable period last year.
Other income includes miscellaneous non-recurring items.
Page 11 of 16
The cost of merchandise sold in the first six months of
Fiscal 1995 was $6,712,000 less than the first six months of
Fiscal 1994. The decrease was primarily the result of the
$10,816,000 decrease in sales which, as discussed above, was the
result of operating thirteen fewer stores.
Gross margin, the difference between net revenues and the
cost of merchandise sold, as a percentage of sales was 25.20%
compared to 27.26% for the first six months of Fiscal 1995 and
1994, respectively. The reduction in the gross margin as a
percentage of sales was primarily the result of the planned
increase in promotional activity including Senior Citizen Days,
V.I.P. Nights and aggressive markdowns of items dropped from the
Company's current merchandise assortment.
Selling, operating and administrative expenses ("SO & A")
for the first six months of Fiscal 1995 were $19,229,000 compared
to $22,268,000 for the first six months of Fiscal 1994. The
$3,039,000 decrease was the result of operating thirteen fewer
stores, reduction of corporate overhead and continued aggressive
cost management. SO & A expenses, as a percentage of revenues,
was 32.7% for the first six months of Fiscal 1995 compared to
32.0% for the same period last year.
Depreciation and amortization expense for the first six
months of Fiscal 1995 and 1994 was $1,761,000 and $2,755,000
respectively. This decrease in depreciation and amortization
expense was primarily the result of operating fewer stores and
certain assets at the remaining stores that became fully
depreciated since July 31, 1993.
Interest on capital leases for the first six months of
Fiscal 1995 and Fiscal 1994 was $222,000 and $415,000
respectively. Interest expense on debt other than capital leases
was $596,000 compared to $1,000 for the same period last year.
The increase in interest on debt is for the costs of the debtor-
in-possession revolving credit facility which was terminated in
April 1994, and for the interest and costs of the Exit Financing
Revolver with Foothill Capital Corporation which was established
in April 1994.
Reorganization costs of $846,000 for the first six months of
Fiscal 1995 include professional fees associated with the Chapter
11 proceedings and expenses at certain closed stores reduced by
interest income earned on cash deposited in escrow accounts for
distribution to creditors per the plan of reorganization. Re-
organization costs for the first six months of Fiscal 1994
included professional fees associated with Chapter 11 proceedings
and store closing expenses offset by interest income earned on
short-term investments. Interest on short term investments was offset
to reorganization costs as required by AICPA Statement of Position
90-7 (Financial Reporting by Entities Reorganizing Under the
Bankruptcy Code).
Page 12 of 16
Debt forgiveness recorded for the first six months of Fiscal
1995 was $30,249,000. This amount represents the pre-petition
debt of $37,512,000 that has been forgiven to date under the Plan
of Reorganization reduced by $7,263,000, the value of 4,469,191
shares of stock issued to the unsecured creditors per the Plan of
Reorganization.
Net income for the first six months of Fiscal 1995 was
$22,401,000 which reflects an extraordinary item of debt
forgiveness of $30,249,000 and reorganization costs totaling
$846,000. Net loss before extraordinary income and
reorganization costs was $7,002,000 compared to $6,454,000 for
the same period last year.
Liquidity and Capital Resources
As a result of the Chapter 11 proceeding, the Company's
liquidity position has been positively affected because the cash
requirements for the payment of scheduled principal payments,
accrued interest, accounts payable, and other liabilities that
were incurred prior to the filing of Chapter 11 Proceeding were,
in most cases, deferred and subsequently settled at a reduced
amount under the Plan.
The Company's cash balance at July 30, 1994 was $2.3 million
compared to $34.1 million at July 31, 1993. The Company believes
that the Exit Financing Facility is adequate to fund its
operations. Cash balances have decreased since the second
quarter of Fiscal 1994 because of payments to creditors.
Merchandise inventories were $53.6 million at July 30, 1994
compared to $55.3 million at July 31, 1993.
Current liabilities at July 30, 1994 were $31.3 million
compared with $9.3 million at July 31, 1993. This increase in
current liabilities is due to increased accounts payable, from
more favorable vendor credit terms, the reclassification of the
current portion of capitalized lease obligations from liabilities
subject to compromise to current liabilities and the increase in
notes payable due to borrowings against the Revolving Credit
Facility.
On April 29, 1994, the Company achieved substantial
consummation of the Plan by making payments to creditors of
approximately $46.0 million. These payments were funded from
$30.0 million of cash on hand with the balance from borrowings
from the
Company's $45 million Revolving Credit Facility with Foothill
Capital Corporation ("Exit Financing Facility").
On April 20, 1994, the Company received Bankruptcy Court
Approval for a five-year, $45 million Exit Financing Facility.
The
Page 13 of 16
Exit Financing Facility will be used to fund the aforementioned
negotiated Plan payments to creditors, with the balance of the
facility to be used to fund working capital requirements,
inventory
purchases, capital expenditures, and other general corporate
purposes as the need arises. The Exit Financing Facility
includes restrictions on capital expenditures as well as standard
covenants found in similar agreements. These include two
financial ratio covenants: (1) current ratio, and (2) total
liabilities to tangible net worth ratio. The Company was in
compliance with all covenants as of July 30, 1994.
Under the Exit Financing Facility, the lender agrees to make
revolving loans and issue or guarantee letters of credit for the
Company in an amount not exceeding the lesser of the Borrowing
Base (as defined in the Loan Agreement) or $45.0 million. The
Exit Financing Facility includes a sublimit of $10 million for
documentary and stand-by letters of credit. The Company had
borrowed $16,476,000 against the $45,000,000 Revolving Credit
Facility at July 30, 1994.
The Exit Financing Facility provides that each loan shall
bear interest at a rate of prime plus one and forty-four one
hundredths (1.44) percentage points. Interest on these loans
shall be payable monthly in arrears on the first day of each
month. Also under the Exit Financing Facility, the Company pays
an unused line fee for an amount equal to one-half of one percent
(.50%) per annum on the unused portion of the Exit Financing
Facility and a letter of credit fee equal to 2.5% per annum on
the average daily balance of the aggregate undrawn letters of
credit and letter of credit guarantees outstanding during the
immediately preceding month and certain other fees. The Exit
Financing Facility also requires an annual facility fee equal to
one-half of one percent(.50%) of the maximum amount of the
facility payable on each anniversary of the Facility closing date
and a monthly servicing fee of $3,500 per month. The Company
also paid an initial, one-time fee of $450,000 in order to
establish the Exit Financing Facility.
The Company's ability to continue as a going concern is
dependent, in part, on the Company's ability to obtain
merchandise on a timely basis from vendors on acceptable credit
terms. Since the filing of the Chapter 11 Proceeding, the
Company's ability to obtain credit through arrangements such as
the Exit Financing Facility terms and credit lines have improved
and are approaching historical levels experienced by the Company.
Management of the Company believes that its ability to obtain
credit should continue to improve based on the acceptable
performance of the Company. Management further believes the Exit
Financing Facility, together with the cash from operations and
vendor credit, should be adequate to cover working capital
requirements and permitted capital expenditures.
Page 14 of 16
In addition to cash used for operations, approximately
$231,000 was also used for capital expenditures during the
first six months of Fiscal 1995. The Company anticipates capital
expenditures for Fiscal 1995 primarily for normal facility
maintenance and various projects to improve management
information systems.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
On November 22, 1992, the Company and its wholly-owned
principal operating subsidiary, Brendle's Stores, Inc. (BSI),
(collectively sometimes referred to as the "Company") filed for
protection under Chapter 11 of the Bankruptcy Code. Under
Chapter 11, the Company and BSI, Debtors In Possession, continued
to conduct business in the ordinary course under the protection
of the Bankruptcy Code while a Plan of Reorganization was
developed to restructure and reorganize the debt structure and
allow the debtor to strengthen its financial position.
On November 10, 1993, the Company filed a modified Plan of
Reorganization (the "Plan") with the United States Bankruptcy
Court for the Middle District of North Carolina. The Plan was
approved by the Company's creditors and shareholders in December,
1993, and was confirmed by the Bankruptcy Court by order entered
on December 20, 1993. On April 29, 1994, the Company
substantially consummated its Plan of Reorganization by making
payments to creditors in accordance with the Plan and
distributing stock for the benefit of certain unsecured and
secured creditors.
ITEM 2. CHANGES IN SECURITIES
On April 29, 1994, the date the Plan of Reorganization was
substantially consummated, the Company issued 4,469,191 shares of
Common Stock, or 35% of the outstanding stock, to Arnold Zahn of
Zahn and Associates, Inc., as escrow agent for the Unsecured
Creditors, pending the resolution of certain disputed claims.
These shares were valued at $7,263,000 and brought the total
shares outstanding to 12,769,145 at April 30, 1994.
ITEM 3. DEFAULT UPON SENIOR SECURITIES None
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. None
B. None
Page 15 of 16
SIGNATURES
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.
BRENDLE'S INCORPORATED
(Registrant)
David R. Renegar
Vice President and
Chief Financial Officer
Date: September 12, 1994
Page 16 of 16
