<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT
NO. 2 TO FORM S-3
<R/>
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
ONEITA INDUSTRIES, INC.
(Exact name of issuer as specified in its charter)
Delaware 57-0351045
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4130 Faber Place Drive Herbert J. Fleming, President
Suite 200 Oneita Industries, Inc.
Charleston, South Carolina 29405 4130 Faber Place Drive, Suite 200
(803) 529-5225 Charleston, South Carolina 29405
(Address, including zip code and (803) 529-5225
telephone number,including area code) (Name, address and telephone
number, including area code, of
agent for service)
Copy to:
Neil M. Kaufman, Esq.
Blau, Kramer, Wactlar, & Lieberman, P.C.
100 Jericho Quadrangle
Jericho, New York 11753
(516) 822-4820
Approximate date of commencement of proposed sale to public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box [ ].
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box [X].
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each Proposed Proposed
class of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered security(1) price(1) fee
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.25
per share 1,753,160 shs. $7.94 $13,920,090 $4,350 (2)
________
<FN>
(1) Estimated solely for the purpose of calculating the registration fee,
based on the last reported sales price of the Common Stock reported in
the consolidated reporting system on October 15, 1993.
(2) Previously paid.
</TABLE>
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the commission, acting pursuant to said Section 8(a),
may determine.
<PAGE> 2
ONEITA INDUSTRIES, INC.
1,753,160 Shares of Common Stock
$.25 par value
The 1,753,160 shares of Common Stock (the "Shares") par value, $.25
per share, of Oneita Industries, Inc. (the "Company") being covered by this
Prospectus are being offered by Robert M. Gintel, Lewis Rubin, Albert Fried &
Company, Fried Foundation, Inc. and Herbert Fleming, and any pledgees,
transferees, donees or other successors in interest thereof (the "Selling
Stockholders"). The Shares may be offered by the Selling Stockholders from
time to time in transactions on the New York Stock Exchange, in privately
negotiated transactions, or by a combination of such methods of sale, at fixed
prices that may be changed, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices.
The Selling Stockholders may effect such transactions by selling the Shares to
or through broker-dealers and such broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the Selling Stockholder
or the purchaser of the Shares for whom such broker-dealers may act as agent or
to whom they sell as principal or both (which compensation to a particular
broker-dealer might be in excess of customary commissions). See "Selling
Stockholders" and "Plan of Distribution."
None of the proceeds from the sale of the Shares by the Selling
Stockholders will be received by the Company. The Selling Stockholders will
bear the expenses (other than fees and expenses of counsel to the Company,
which have been borne by Instrument Systems Corporation) in connection with
the registration and sale of the Shares being offered by the Selling
Stockholders.
The Company's Common Stock is traded on the New York Stock Exchange
(NYSE symbol: ONA). On March 1, 1995, the last reported sale price of the
Company's Common Stock as reported by the New York Stock Exchange was $12.625
per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is March __, 1995.
<PAGE> 3
No person has been authorized to give any information or to make any
representations not contained in this Prospectus in connection with the offer
contained herein, and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or by any
agent, dealer or underwriter. This Prospectus does not constitute an offer
of any securities other than those to which it relates or an offer to sell, or
a solicitation of an offer to buy, those to which it relates in any state to
any person to whom it is not lawful to make such offer in such state.
TABLE OF CONTENTS
<TABLE>
<S> Page
<C>
Available Information . . . . . . . . . . . . . . . . . 3
Incorporation of Certain Documents by Reference . . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . . 4
Certain Investment Considerations . . . . . . . . . . . 4
Use of Proceeds. . . . .. . . . . . . . . . . . . . . . 5
Price Range of Common Stock . . . . . . . . . . . . . . 5
Selling Stockholders . . . . . . . . . . . . . . . . . 6
Plan of Distribution . . . . . . . . . . . . . . . . . 6
Legal Opinion. . . . . . . . . . . . . . . . . . . . . 6
Experts . . . . . . . . . . . . . . . . . . . . . . . . 7
</TABLE>
<PAGE> 4
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "Commission"), Washington, D.C., a Registration Statement under the
Securities Act of 1933, as amended (the "Act"), with respect to the Common
Stock offered hereby. This Prospectus does not contain all the information set
forth in the Registration Statement and the exhibits relating thereto. For
further information with respect to the Company and the shares of Common Stock
offered by this Prospectus, reference is made to such Registration Statement
and the exhibits thereto. Statements contained in this Prospectus as to the
contents of any contract or other document are not necessarily complete and in
each instance reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement for a full statement of the
provisions thereof; each such statement contained herein is qualified in its
entirety by such reference.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information can
be inspected and copied at the public reference facilities maintained at the
office of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's Regional Offices at Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511 and 7 World Trade Center, New York, New York 10048. Copies of
such material can be obtained from the Public Reference Section of the
ommission, Washington, D.C. 20549, at prescribed rates. In addition, the
Company's Common Stock is listed on the New York Stock Exchange, and copies of
the foregoing materials and other information concerning the Company can be
inspected at the offices of such exchange at 20 Broad Street, New York, New
York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the
Commission (File No. 1-9734) pursuant to the Exchange Act, are incorporated
by reference in this Prospectus and shall be deemed to be a part hereof:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994, filed with the Commission on December 29, 1994, and
the amendment thereto on Form 10-K/A filed with the Commission on
March 6, 1995.
(2) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1994, filed with the Commission on February 13,
1995.
(3) The description of the Company's Common Stock, par value $.25
per share, which is contained in registration statements on Form 8-A filed with
the Commission on July 13, 1988 and January 21, 1993 under Section 12 of the
Securities Exchange Act of 1934, including any amendment or report filed for
the purpose of updating such description.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Prospectus and prior to the termination
of this offering of Common Stock shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any subsequently filed document that also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents incorporated by reference (except
for exhibits thereto unless specifically incorporated by reference therein).
Requests for such copies should be directed to the Secretary, Oneita
Industries, Inc., 4130 Faber Place Drive, Suite 200, Charleston, South Carolina
29405, (803) 529-5225.
<PAGE> 5
THE COMPANY
The Company is a manufacturer and marketer of activewear, including
T-shirts and fleecewear, and produces infantswear primarily for the newborn and
toddler markets. These products are sold to the imprinted sportswear
industry through the Company's Activewear Division and to major retailers
through the Company's Retail Division.
The Company's executive offices are located at 4130 Faber Place
Drive, Suite 200, Charleston, South Carolina 29405, and its telephone number
is (803) 529-5225.
CERTAIN INVESTMENT CONSIDERATIONS
The following information, in addition to other information in this
Prospectus and in the documents incorporated herein by reference, should be
considered carefully by potential purchasers in evaluating the Company, its
business and an investment in shares of the Common Stock offered hereby.
Product Price Fluctuations
The Company's revenues and profitability are directly affected by the
prices it charges for its products. These prices historically have varied
significantly based primarily on supply and demand factors, as well as raw
material costs. Product prices are often determined based on competitive
pressures. Accordingly, the Company's financial performance may be materially
adversely affected during periods in which prices are reduced or fail to rise
correspondingly with costs.
Yarn Price Fluctuations; Expiration of Supply Contracts
Unlike certain of its competitors, the Company does not spin its own
yarn. The Company obtains yarn from several yarn suppliers pursuant to
requirements contracts generally with a term of approximately one year. If the
Company were unable to extend or renew its supply contracts on satisfactory
terms, or replace these contracts with suitable alternative sources of supply,
the Company may be forced to pay higher prices for its yarn and the Company's
business and financialperformance could be materially adversely affected.
Significant Dependence on Major Customers
Approximately 35% of the Company's revenues in the fiscal year ended
September 30, 1994 are attributable to its three largest customers, and
approximately 52% of the Company's revenues for such period are attributable to
its 10 largest customers. The loss of these customers or a substantial
reduction in their purchases from the Company could have a material adverse
effect on the Company's financial performance. The Company's remaining sales
of Activewear productsare made to approximately 100 wholesalers. There can be
no assurance given that the Company will not continue to be dependent upon a
small number of major customers for a significant portion of its revenues and
earnings.
Foreign Operations
The Company has subsidiaries that conduct apparel assembly operations
in Mexico and Jamaica. Accordingly, the Company is subject to the risks
inherent in dependence on foreign assembly operations, including economic and
political instability, shipping delays, fluctuations in foreign currency
exchange rates, customs duties and other trade restrictions, any of which could
adversely affect the Company's ability to assemble its products in a timely and
cost-effective manner.
<PAGE> 6
USE OF PROCEEDS
The Company will not receive any proceeds from this offering.
PRICE RANGE OF COMMON STOCK
The Company's Common Stock is traded on the New York Stock Exchange
under the symbol ONA. The following table sets forth the high and low sales
prices of the Common Stock as reported on the New York Stock Exchange for the
fiscal periods indicated. The prices have been adjusted to reflect the payment
of stock dividends.
<TABLE>
<CAPTION>
1993 High Low
<S> <C> <C>
First Quarter. . . . . . . . . $15.375 $11.25
Second Quarter . . . . . . . . 17.375 9.25
Third Quarter. . . . . . . . . 11.25 7.00
Fourth Quarter . . . . . . . . 8.50 5.875
1994
First Quarter . . . . . . . . . $ 8.375 $ 6.25
Second Quarter. . . . . . . . . 7.75 6.375
Third Quarter . . . . . . . . . 9.25 6.625
Fourth Quarter. . . . . . . . . 11.125 8.875
1995
First Quarter . . . . . . . . . . $11.875 $ 9.375
Second Quarter (through
March 1, 1995). . . . . . . . 12.75 10.625
</TABLE>
On March 1, 1995, the last reported sale price of the Common Stock
was $12.625. As of February 28, 1995, there were approximately 200 holders of
record. The number of holders of record excludes beneficial holders whose
Shares are held in the name of nominees.
<PAGE> 7
SELLING STOCKHOLDERS
The following table sets forth the ownership of the Selling Stockholders
of shares of Common Stock of the Company prior to and after giving effect to
the sale of the Shares covered by this Prospectus.
<TABLE>
<CAPTION>
Number (Percentage) of
Number (Percentage) of Shares Owned After
Shares Owned Prior to Giving Effect to Sale
Name of Selling Sale of Shares Covered of Shares Covered by
Stockholder by this Prospectus this Prospectus
- ------------------- ---------------------- -----------------------
<S> <C> <C>
Robert M. Gintel(1) 1,990,000 (28.7%) 1,090,000 (14.7%)
Albert Fried & Company 818,600 (11.6%) 468,600 (6.8%)
Fried Foundation, Inc. 30,000 (.4%) 0
Herbert Fleming(2) 90,170 (1.3%) 70,170 (1.0%)
Lewis Rubin 17,000 (.2%) 2,000 (0%)
Total 2,945,770 (42.4%) 1,630,770 (23.5%)
<FN>
(1) Includes 1,020,000 shares of Common Stock of the Company, or approximately
14.7% of the Company's outstanding Common Stock, owned by two funds (890,000
shares) and held in individual accounts (130,000 shares) administered by
Gintel Equity Management, Inc., which is controlled by Mr. Gintel.
(2) Includes presently exercisable stock options for 43,928 shares of Common
Stock of the Company, 24,268 shares of Common Stock of the Company held in Mr.
Fleming's Individual Retirement Account and 11,528 shares of Common Stock of
the Company owned by Mr. Fleming's wife and children, as to which he disclaims
beneficial ownership.
</TABLE>
The Selling Stockholders will bear the expenses (other than fees and
expenses of counsel to the Company, which have been borne by Instrument Systems
Corporation) in connection with the registration and sale of the Shares being
offered by the Selling Stockholders.
PLAN OF DISTRIBUTION
The Shares may be offered by the Selling Stockholders from time to time
in transactions on the New York Stock Exchange, in privately negotiated
transactions, or by a combination of such methods of sale, at fixed prices
that may be changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
Selling Stockholders may effect such transactions by selling the Shares to or
throughbroker-dealers and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Stockholder or
the purchaser of the Shares for whom such broker-dealers may act as agent or to
whom they sell as principal or both (which compensation to a particular
broker-dealer might be in excess of customary commissions). See "Selling
Stockholders."
LEGAL MATTERS
Certain legal matters in connection with this offering will be passed
upon for the Company by Blau, Kramer, Wactlar & Lieberman, P.C., Jericho,
New York 11753. Edward I. Kramer, a member of the firm, is the Secretary of
the Company. Mr. Kramer owns 2,862 shares of the Company's Common Stock and
options presently exercisable or exercisable within sixty (60) days to purchase
6,510 shares of the Company's Common Stock.
EXPERTS
The consolidated financial statements incorporated by reference in this
Prospectus and elsewhere in the Registration Statement, to the extent and for
the periods indicated in their reports, have been audited by Arthur Andersen
LLP, independent public accountants, and are included herein in reliance
upon the authority of said firm as experts in accounting and auditing in giving
said Reports.
<PAGE> 9
No dealer, salesperson, or other person has been authorized by the
Company to give any information or to make any representations other than those
contained in this Prospectus and, if given or made, such other information or
representations must not be relied upon as having been so authorized by the
Company. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities other than the securities to
which it relates, or an offer to or solicitation of any person in any
jurisdiction in which such offer or solicitation would be unlawful. Neither
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that the information herein is correct
as of any time subsequent to the date hereof.
ONEITA INDUSTRIES, INC.
1,753,160 Common Shares
PROSPECTUS
Dated: March __, 1995
<PAGE> II-I
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
<TABLE>
<S> <C>
Securities and Exchange Commission
Filing Fee. . . . . . . . . . . . . . $ 4,350
Legal Fees. . . . . . . . . . . . . . 5,000
Miscellaneous Expenses.. . . . . . . . 650
Total . . . . . . . . . . . . . . . . $10,000
</TABLE>
Item 15. Indemnification of Directors and Officers
Under provisions of the By-Laws of the Company, each person who is or
was a director or officer of the Company shall be indemnified by the Company
as of right to the full extent permitted or authorized by the General
Corporation Law of Delaware.
Under such law, to the extent that such person is successful on the
merits of defense of a suit or proceeding brought against him by reason of the
fact that he is a director or officer of the Company, he shall be indemnified
against expenses (including attorneys' fees) reasonably incurred in connection
with such action. If unsuccessful in defense of a third-party civil suit or a
criminal suit is settled, such a person shall be indemnified under such law
against both (1) expenses (including attorneys' fees) and (2) judgements,
fines and amounts paid in settlement if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right of the
Company, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such suit if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of
the Company except that if such a person is adjudged to be liable in such suit
for negligence or misconduct in the performance of his duty to the Company, he
cannot be made whole even for expenses unless the court determines that he
is fairly and reasonably entitled to indemnity for such expenses.
The officers and directors of the Company are covered by officers and
directors liability insurance. The policy coverage is $10,000,000, which
includes reimbursement for costs and fees. There is a maximum deductible for
officers and directors under the policy of $200,000 for each claim. The
Company has entered into Indemnification Agreements with each of its officers
and directors. The Agreements provide for reimbursement for all direct and
indirect costs of any type or nature whatsoever (including attorneys' fees and
related disbursements) actually and reasonably incurred in connection with
either the investigation, defense or appeal of a Proceeding, as defined,
including amounts paid in settlement by or on behalf of an Indemnitee.
Item 16. Exhibits
5 Opinion of Blau, Kramer, Wactlar & Lieberman, P.C.*
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Blau, Kramer, Wactlar & Lieberman, P.C. *
24 Powers of Attorney*
__________
[FN]
* Previously filed.
<PAGE> II-2
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
b. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended (the
"Act"), each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
c. Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
d. The undersigned Registrant hereby undertakes:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of a registration
statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Act shall be deemed to be part of the registration statement as of the time it
was declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
<PAGE> II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Charleston, South Carolina on the
1st day of March, 1995.
ONEITA INDUSTRIES, INC.
By: /s/ Herbert J. Fleming
------------------------
Herbert J. Fleming
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on March 1, 1995 by the following
persons in the capacities indicated.
Signature Title
---------- -----
/s/Robert M. Gintel Chairman of the Board
- -------------------------
Robert M. Gintel
/s/ Herbert J. Fleming President and Director
- ------------------------- (Principal Executive Officer)
Herbert J. Fleming
/s/James L. Ford Vice President-Finance
- ------------------------- (Principal Financial and Accounting)
James L. Ford
/s/Meyer A. Gross Director
- -------------------------
Meyer A. Gross
/s/Lewis Rubin Director
- ------------------------
Lewis Rubin
/s/Albert Fried, Jr. Director
- ------------------------
Albert Fried, Jr.
/s/ John G. Hudson Director
- ------------------------
John G. Hudson
/s/ H. Varnell Moore Director
- ------------------------
H. Varnell Moore
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ONEITA INDUSTRIES, INC.
Post-Effective Amendment No. 2 to Form S-3
Registration Statement
E X H I B I T I N D E X
Page No. in Sequential
Exhibit Numbering of all Pages,
Number Exhibit Description including Exhibit Pages
- ------- -------------------- ------------------------
5 Opinion of Blau, Kramer, Wactlar
& Lieberman, P.C. *
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Blau, Kramer, Wactlar
& Lieberman, P.C. *
24 Powers of Attorney *
___________
[FN]
* Previously filed.
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report,
dated November 11, 1994, included in Oneita Industries, Inc.,'s Form 10K/A for
the year ended September 30, 1994, and to the incorporation by reference of
our report into the Company's previously filed Registration Statements on Form
S-8 (Registration No. 33-30576, 33-34778, 33-62970 and 33-75834) and Amendment
No. 1 to Form S-3 Registration Statement (Registration No. 33-88600) and Post-
Effective Amendment No. 2 to Form S-3 Registration Statement (Registration
No. 33-70524), and to all references to our Firm included in these
Registration Statements.
/s/ Arthur Andersen LLP
Columbia, South Carolina
March 2, 1995.
