ONE PRICE CLOTHING STORES INC
8-K, 1998-04-29
WOMEN'S CLOTHING STORES
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                                    FORM 8-K

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                 CURRENT REPORT


      Pursuant to Section 13 and 15(d) of the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): April 29, 1998


                         ONE PRICE CLOTHING STORES, INC.
             (Exact name of registrant as specified in its charter)
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<S>      <C>                                 <C>                                <C>


             Delaware                          0-15385                              57-0779028
         (State or other                    (Commission                            (IRS Employer
         jurisdiction of                    File Number)                        Identification Number)
         incorporation
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                            Highway 290 Commerce Park
                                Duncan, SC 29334
               (Address of principal executive offices; zip code)


        Registrant's telephone number, including area code: (864) 433-8888

                ----------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>


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Item 5.  Other Events

         On April 29, 1998, One Price Clothing Stores, Inc. issued the attached 
Press Release, which press release is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits

         (c)       Exhibits

                  99.  Press release dated April 29, 1998
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<PAGE>



                                    SIGNATURE


         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 hereunto duly authorized.
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                         ONE PRICE CLOTHING STORES, INC.
                                                     (Registrant)

                                                     By:      /s/ Stephen A. Feldman
                                                              Stephen A. Feldman

                                                     Title:   Executive Vice President and
                                                              Chief Financial Officer

                                                     Date:    April 29, 1998
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                                               FOR IMMEDIATE RELEASE

Contact:
Larry Kelley
President and CEO
One Price Clothing Stores, Inc.
(864)-486-6220

ONE PRICE CLOTHING FOUNDER AND CHAIRMAN TO RETIRE

             Two Prominent Apparel Industry Executives to Join Board

DUNCAN,  S.C., April 29, 1998 - One Price Clothing Stores,  Inc. (NASDAQ:  ONPR)
today announced that Henry D. Jacobs, Jr., 64, founder and Chairman of the Board
of the Company,  plans to retire from the Board  following the Company's  annual
meeting of shareholders,  scheduled for June 10, 1998. Leonard M. Snyder, former
Chairman  and Chief  Executive  Officer of Lamonts  Apparel,  Inc.  and a former
senior  executive  of Allied  Stores,  has been  appointed to the Board with the
intention of appointing him Chairman  following the annual meeting.  The Company
also  announced that Warren Flick,  who recently  retired as President and Chief
Operating  Officer of U.S. Kmart's more than 2,100  traditional  discount retail
stores,  has agreed to be a nominee for  election  to the Board at the  upcoming
meeting of shareholders.

After  growing One Price  Clothing  to more than 600 stores and $300  million in
sales,  Jacobs,  who founded One Price Clothing in 1984, is retiring in order to
fulfill his longstanding  desire to spend more time with family and a variety of
other outside  interests.  These  priorities  contributed to Jacobs' decision to
retire as President and Chief Executive  Officer of the Company one year ago and
to the appointment of Larry I. Kelley to these positions  following an extensive
search.

In  announcing  his  retirement,  Jacobs,  who owns 20 percent of the  Company's
stock,  voiced his  confidence  that "the  Company's  niche in the  marketplace,
coupled  with its  current  strategy,  should lead to  continued  growth for the
Company in the future. As the Company's largest shareholder,  I continue to have
a vested interest in its success."

Regarding the  Company's  current  position,  Jacobs  stated,  "It is clear from
recent  results  that  Larry  Kelley  and his  team  have  worked  very  hard to
reposition  One  Price  Clothing's  merchandise  mix and  reemphasize  its  core
pricing. We also are fortunate to have a strong and dedicated board of directors
representing  the  shareholders,  and the addition of Leonard  Snyder and Warren
Flick,  both outstanding  individuals with extensive retail apparel  background,
will further enhance it."

Leonard  Snyder,  50, has more than 25 years of diversified  retail  experience.
From April 1987 until  October  1994,  Snyder was Chairman  and Chief  Executive
Officer of Lamonts  Apparel,  Inc.,  a family  apparel  retailer  in the Pacific
Northwest with annual sales of $265 million.  Since 1994, Snyder has served as a
marketing and management consultant to the retail industry.  Prior to his tenure
at  Lamonts,  Snyder  held  executive  positions  at  Allied  Stores,  including
corporate vice president,  where he oversaw all of Allied's  Midwest  department
stores,  and President and Chief Executive Officer of Donaldsons,  a division of
Allied Stores.  He currently  serves as a director of Monaco Finance,  a leading
automobile lender.

Warren Flick,  54,  retired in December 1997 as President and COO of U.S.  Kmart
Stores,  where he also  served as a member of the  board of  directors  of Kmart
Corporation, the parent company. In his position as President and COO, Flick was
responsible for merchandising, marketing, logistics and store

operations.  Prior to joining  Kmart in 1995,  Flick  spent the  majority of his
career at Sears  Roebuck  and Co.,  including  the last two  years as  Chairman,
President and Chief Executive  Officer of Sears de Mexico, an affiliate of Sears
Roebuck and Co.  Flick also serves on the board of Stride Rite Corp.,  a leading
marketer of children's and family footwear.

Commenting on Mr. Jacobs' retirement,  Larry I. Kelley, President and CEO of the
Company,  said,  "Henry's vision and understanding of the off-price business has
been the driving force that  established  One Price  Clothing as a leader in the
industry.  Everyone  at One Price  Clothing  would  like to extend  our  sincere
appreciation for his efforts and wish him well in his retirement."

Kelley added, "In recent months, we have taken aggressive  actions to return One
Price Clothing to profitability by enhancing our merchandising team with several
key individuals who have strong off-price backgrounds,  closing under-performing
stores,   tightening   control  of  expenses,   improving  core  operations  and
simplifying our pricing structure to drive a stronger price/value  relationship.
I look forward to continuing  my  collaboration  with the Board,  and to working
together with my management team and all of our One Price Clothing associates as
we continue to strengthen the Company as a leader in the low-cost apparel sector
and improve our financial performance."

One Price Clothing Stores, Inc. offers first quality, in-season women's and 
children's apparel and accessories.  The Company currently operates 648 stores 
in 27 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands.

Private Securities Litigation Reform Act of 1995:
All  statements  contained in this press release as to future  expectations  and
financial results, including but not limited to, statements containing the words
"believe,"  "anticipates,"   "expects,"  and  similar  expressions,   should  be
considered  forward-looking statements subject to the safe harbor created by the
Private  Securities  Litigation Reform Act of 1995. The Company cautions readers
of this  release that a number of important  factors  could cause the  Company's
actual results in 1998 and beyond to differ  materially  from those expressed in
such forward-looking statements.  These factors include, but are not limited to,
the general  economic  conditions  and consumer  demand;  consumer  preferences;
weather  patterns;  competitive  factors,  including  pressure  from pricing and
promotional activities of competitors;  the impact of excess retail capacity and
the availability of desirable store locations on suitable terms;  whether or not
the  Company's   merchandising  strategy  to  offer  alternative  categories  of
merchandise  at  alternative  price  points will  increase  sales and  operating
results or increase and attract new customers;  the availability,  selection and
purchasing of attractive  merchandise on favorable terms;  credit  availability,
including adequate levels of credit support provided to certain of the Company's
vendors by factors and insurance  companies;  import risks,  including potential
disruptions and duties,  tariffs and quotas on imported  merchandise;  and other
factors that may be described in the Company's  filings with the  Securities and
Exchange  Commission  from  time to time.  The  Company  does not  undertake  to
publicly update or revise its  forward-looking  statements even if experience or
future  changes make it clear that any  projected  results  expressed or implied
therein will not be realized.


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