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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-14674
NOTIFICATION OF LATE FILING OF FORM 10-Q
For the Period Ended: February 28, 1999
PART 1. REGISTRANT INFORMATION
Full name of registrant: The Andover Apparel Group, Inc.
Former name if applicable:
1333 Broadway
Address of Principal executive office (Street and number)
New York, New York 10018
(City, State and Zip Code)
PART II. RULE 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;
[X] (b) The subject quarterly report on Form 10-Q will be
filed on or before the fifth calendar day following the
prescribed due date; and
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(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 Form 10-Q could not be
filed within the prescribed time period: See Exhibit A attached hereto.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Paul Lucido (212) 782-0707
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(Name) (Area code) (Telephone number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
[X] Yes [ ] No
(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 ANDOVER APPAREL GROUP, INC.
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(Name of registrant as specified in charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
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Date: April 15, 1999 By: /s/ Alan Kanis
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Name: Alan Kanis
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Title: Chief Financial Officer
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Instruction. The form may be signed by an executive officer of
the registrant or by any other duly authorized representative. If the
statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall
be filed with the form.
ATTENTION:
Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
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Exhibit A
On March 12, 1999, the United States Bankruptcy Court for the Southern
District of New York rendered a decision adverse to the Company with respect to
an approximate $1,552,000 lease rejection claim asserted against the Company in
connection with the Company's March 19,1996 Chapter 11 bankruptcy. The
consequences of the decision on the Registrant, which have not yet been fully
determined, could affect the Registrant's financial statements and other
disclosures required by Form 10-Q. Accordingly, the Registrant has been delayed
in completing its Form 10-Q for the quarterly period ended February 28, 1999.
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Explanation of Anticipated
Changes in Results of Operations
The following are preliminary and unaudited and do not reflect the effects
on the Registrant's financial statements, if any, of the decision of the U.S.
Bankruptcy Court with respect to the lease rejection claim referred to in
Exhibit A attached to this Form 12b-25.
The Registrant's net sales increased to $4,140,000 for the three months
ended February 28, 1999 (the "'99 Quarter")from $2,970,000 in the comparable
period in 1998 (the "'98 Quarter"). Gross profit as a percentage of net sales
increased to 18.7% in the '99 Quarter from 16.5% in the '98 Quarter. Selling,
general and administrative expenses for the '99 Quarter were $1,473,000 as
compared to $1,000,000 in the '98 Quarter. Net loss increased to $781,000 in the
'99 Quarter from $559,000 in the '98 Quarter.
