BURLINGTON INDUSTRIES INC /DE/
10-Q, 1998-05-06
FLAT GLASS
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended     March 28, 1998

Commission file number    1-10984


                           BURLINGTON INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)


      Delaware                              56-1584586
(State or other juris-                    (I.R.S. Employer
 diction of incorpora-                    Identification No.)
 tion or organization)


           3330 West Friendly Avenue, Greensboro, North Carolina 27410
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (336) 379-2000
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) 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 the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No

As of April  23,  1998,  there were  outstanding  59,863,597  shares of Common
Stock, par value $.01 per share, and 1,481,988 shares of Nonvoting Common Stock,
par value $.01 per share, of the registrant.






<PAGE>


                         Part 1 - Financial Information
Item 1.    Financial Statements



              BURLINGTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
                      Consolidated Statements of Operations
              (Amounts in thousands, except for per share amounts)



                                 Three       Three         Six         Six
                                 months      months      months      months
                                 ended       ended        ended       ended
                                March 28,   March 29,   March 28,   March 29,
                                  1998        1997        1998        1997
                                ---------   ---------  ----------  ----------
Net sales                    $   517,954 $   537,161 $   999,657 $ 1,013,651
Cost of sales                    423,272     450,196     826,075     854,106
                                ---------   ---------  ----------  ----------
Gross profit                      94,682      86,965     173,582     159,545
Selling, administrative and
  general expenses                36,307      37,993      73,437      75,332
Amortization of goodwill           4,539       4,540       9,079       9,079
                                ---------   ---------  ----------  ----------
Operating income before
  interest and taxes              53,836      44,432      91,066      75,134

Interest expense                  15,057      14,849      29,608      29,485
Other expense (income) - net      (1,013)     (5,620)       (927)     (6,186)
                                ---------   ---------  ----------  ----------
Income before income taxes        39,792      35,203      62,385      51,835

Income tax expense:
  Current                         10,322       9,949      20,156      12,187
  Deferred                         4,900       4,139       4,435       9,148
                                ---------   ---------  ----------  ----------
    Total income tax expense      15,222      14,088      24,591      21,335

                                ---------   ---------  ----------  ----------
Net income                   $    24,570 $    21,115 $    37,794 $    30,500
                                =========   =========  ==========  ==========

Average common shares outstanding 60,037      61,962      59,836      62,469

Basic earnings per share            0.41        0.34        0.63        0.49
Diluted earnings per share          0.40        0.34        0.62        0.49


See notes to consolidated financial statements.


                                        1

<PAGE>


              BURLINGTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
                           Consolidated Balance Sheets
                             (Amounts in thousands)

                                                   March 28,     September 27,
                                                     1998            1997
                                                 ------------    ------------
ASSETS
Current assets:
Cash and cash equivalents                        $    13,517     $    17,863
Short-term investments                                26,430          23,832
Customer accounts receivable after deductions
  of $22,355 and $20,688 for the
  respective dates for doubtful accounts,
  discounts, returns and allowances                  329,586         331,457
Sundry notes and accounts receivable                  11,540           6,762
Inventories                                          347,238         314,994
Prepaid expenses                                       3,592           2,719
                                                  -----------     -----------
    Total current assets                             731,903         697,627
Fixed assets, at cost:
Land and land improvements                            37,433          36,677
Buildings                                            429,609         400,212
Machinery, fixtures and equipment                    629,766         607,502
                                                  -----------     -----------
                                                   1,096,808       1,044,391
Less accumulated depreciation and amortization       481,416         459,744
                                                  -----------     -----------
    Fixed assets - net                               615,392         584,647
Other assets:
Investments and receivables                           19,937          22,670
Intangibles and deferred charges                      30,043          29,781
Excess of purchase cost over net assets acquired     529,888         538,967
                                                  -----------     -----------
    Total other assets                               579,868         591,418
                                                  -----------     -----------
                                                 $ 1,927,163     $ 1,873,692
                                                  ===========     ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings                            $     2,000     $         0
Long-term debt due currently                             470             470
Accounts payable - trade                              88,638         102,898
Sundry payables and accrued expenses                  92,195         100,039
Income taxes payable                                   8,805          16,406
Deferred income taxes                                 44,183          43,782
                                                  -----------     -----------
      Total current liabilities                      236,291         263,595
Long-term liabilities:
Long-term debt                                       825,639         806,413
Other                                                 59,413          58,595
                                                  -----------     -----------
     Total long-term liabilities                     885,052         865,008
Deferred income taxes                                118,397         114,363
Shareholders' equity:
Common stock issued                                      684             684
Capital in excess of par value                       883,408         882,837
Accumulated deficit                                  (96,507)       (134,301)
Currency translation adjustments                     (13,046)        (10,211)
                                                  -----------     -----------
                                                     774,539         739,009
Less cost of common stock held in treasury           (87,116)       (108,283)
                                                  -----------     -----------
     Total shareholders' equity                      687,423         630,726
                                                  -----------     -----------
                                                 $ 1,927,163     $ 1,873,692
                                                  ===========     ===========

See notes to consolidated financial statements.


                                       2

<PAGE>


              BURLINGTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
                      Consolidated Statements of Cash Flows
                Increase (Decrease) in Cash and Cash Equivalents
                             (Amounts in thousands)

                                                        Six              Six
                                                      months           months
                                                       ended            ended
                                                     March 28,        March 29,
                                                       1998             1997
                                                   ------------     ------------
Cash flows from operating activities:
Net income                                       $      37,794    $      30,500
Adjustments to reconcile net income to
 net cash provided by operating activities:
   Depreciation and amortization of fixed assets        32,706           32,004
   Amortization of intangibles and
    deferred debt expense                                9,291            9,393
   Deferred income taxes                                 4,435            9,148
   Gain on disposal of assets                             (512)          (4,780)
   Changes in assets and liabilities:
      Customer accounts receivable - net                 1,871          (14,249)
      Sundry notes and accounts receivable              (4,778)            (711)
      Inventories                                      (32,244)         (25,269)
      Prepaid expenses                                    (873)          (1,613)
      Accounts payable and accrued expenses            (22,153)         (15,776)
   Change in income taxes payable                       (5,428)          (2,096)
   Other                                                (4,532)          (8,264)
                                                   ------------     ------------
        Total adjustments                              (22,217)         (22,213)
                                                   ------------     ------------
Net cash provided by operating activities               15,577            8,287
                                                   ------------     ------------

Cash flows from investing activities:
  Capital expenditures                                 (65,042)         (40,264)
  Proceeds from sales of assets                          4,720            4,697
  Investment in joint venture                             (925)          (1,750)
  Change in investments                                  2,355             (186)
                                                   ------------     ------------
Net cash used by investing activities                  (58,892)         (37,503)
                                                   ------------     ------------

Cash flows from financing activities:
  Changes in short-term borrowings                       2,000            3,900
  Repayments of long-term debt                        (190,390)          (9,882)
  Proceeds from issuance of long-term debt             214,083           61,504
  Proceeds from exercise of stock options               13,632            2,057
  Purchase of treasury shares                             (356)         (30,794)
                                                   ------------     ------------
Net cash provided by financing activities               38,969           26,785
                                                   ------------     ------------

Net change in cash and cash equivalents                 (4,346)          (2,431)
Cash and cash equivalents at beginning of period        17,863           15,392
                                                   ------------     ------------
Cash and cash equivalents at end of period       $      13,517    $      12,961
                                                   ============     ============


See notes to consolidated financial statements.


                                       3



<PAGE>




             BURLINGTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
                  Notes to Consolidated Financial Statements
               As of and for the six months ended March 28, 1998

Note A.

     With respect to interim quarterly  financial data, which are unaudited,  in
the opinion of Management,  all adjustments necessary to a fair statement of the
results for such interim periods have been included.  All adjustments  were of a
normal recurring nature.

Note B.

     Accounts  of  international  subsidiaries  are  included  as of dates three
months or less prior to that of the consolidated balance sheets.

Note C.

     Use of Estimates:  The  preparation  of financial  statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that affect the amounts  reported in the  financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.

Note D.

     The  following  table  sets  forth the  computation  of basic  and  diluted
earnings per share (in thousands):

                                      Three Months Ended     Six Months Ended
                                      March 28, March 29,  March 28,  March 29,
                                        1998      1997       1998        1997
                                      --------- ---------  ---------  --------
Numerator:
  Net income........................  $ 24,570  $ 21,115   $ 37,794   $ 30,500
  Effect of dilutive securities:
   Convertible note.................        52       100        116        230
                                       -------  --------   --------   --------
    Numerator for diluted earnings
     per share......................  $ 24,622  $ 21,215   $ 37,910   $ 30,730
                                      ========  ========   ========   ========

Denominator:
  Denominator for basic earnings per
   share - weighted-average shares..    60,037    61,962     59,836     62,469
  Effect of dilutive securities:
   Stock options....................       684       264        698        154
   Convertible note.................       340       644        374        729
                                      --------  --------   --------   --------
  Dilutive potential common shares..     1,024       908      1,072        883
                                      --------  --------   --------   --------
    Denominator for diluted earnings
     per share - adjusted weighted-
     average shares and assumed
     conversions....................    61,061    62,870     60,908     63,352
                                      ========  ========   ========   ========

On March 13, 1998,  407,000  treasury  shares were issued upon the conversion of
the remaining balance of the note referred to above.



                                                         4

<PAGE>




Note E.

     Inventories are summarized as follows (dollar amounts in thousands):

                                                      March 28,    September 27,
                                                        1998           1997
                                                     ----------     ----------
     Inventories at average cost:
       Raw materials.............................    $   55,666     $   46,722
       Stock in process..........................       107,047         97,973
       Produced goods............................       204,399        190,326
       Dyes, chemicals and supplies..............        22,613         21,859
                                                     ----------     ----------
                                                        389,725        356,880
       Less excess of average cost over LIFO.....        42,487         41,886
                                                     ----------     ----------
           Total.................................    $  347,238     $  314,994
                                                     ==========     ==========

Note F.

    On December  10, 1998,  the  Company,  established  a $225.0  million  Trade
Receivables Financing Agreement ("Receivables Facility") with a bank. The amount
of borrowings allowable under the Receivables Facility at any time is a function
of the amount of then  outstanding  eligible  trade  accounts  receivable  up to
$225.0 million.  Loans under the Receivables Facility bear interest,  with terms
up to 270 days,  at the bank's  commercial  paper  dealer rate plus  0.1875%.  A
commitment  fee of 0.125% is charged on the  unused  portion of the  Receivables
Facility.   The  Receivables  Facility  replaced  the  Company's  A-1/D-1  rated
commercial  paper  facility and the related  $225.0  million  Receivables-Backed
Liquidity Facility established with a group of banks.

Note G.

     On April 23, 1998, the Company announced that it has agreed to form a joint
venture with Unifi,  Inc. to manufacture  and market textured  polyester  yarns.
Under the agreement,  Unifi, Inc. will own a majority  ownership and will manage
the business, and the Company's existing textured yarn business and its Mayodan,
North Carolina plant (now part of the Burlington  Madison Yarn division) will be
transferred  to the joint  venture.  Following  the closing of the  transaction,
which is expected to occur on May 30, 1998, the Burlington Madison Yarn division
will produce only spun  synthetic  yarns,  utilizing its facilities in Ranlo and
St. Pauls, North Carolina.



                                                         5

<PAGE>
Item 2.  Management's Discussion and Analysis of Results
            of Operations and Financial Condition

General

The Company's basic earnings per share for the second quarter of the 1998 fiscal
year were $0.41 per share, in comparison with $0.34 recorded in the same quarter
of the 1997  fiscal  year.  Although  sales  for the  second  quarter  decreased
slightly,  the improvement in the Company's  operations  reflects the effects of
the restructuring, cost-reduction and asset management steps that were initiated
during the past year.

Performance by Segment

     The Company  conducts its  operations in two principal  industry  segments:
products for apparel markets and products for interior  furnishings markets. The
following table sets forth certain information about the segment results for the
three  months  and  six  months  ended  March  28,  1998  and  March  29,  1997,
respectively.

                                       Three Months Ended     Six Months Ended
                                      -------------------  --------------------
                                      March 28, March 29,  March 28,  March 29,
                                        1998      1997       1998        1997
                                      --------- ---------  ---------  ---------

Net sales
  Apparel products................... $  308.6  $  324.7   $   591.4  $   597.7
  Interior furnishings products......    209.4     212.5       408.3      416.0
                                      --------  --------   ---------  ---------
     Total........................... $  518.0  $  537.2   $   999.7  $ 1,013.7
                                      ========  ========   =========  =========

Operating income before interest
 and taxes
  Apparel products................... $   34.6  $   33.6   $    57.2  $    51.5
    As a percentage of net sales.....     11.2%     10.3%        9.7%       8.6%
  Interior furnishings products (a).. $   19.2  $   10.8   $    33.9  $    23.6
    As a percentage of net sales.....      9.2%      5.1%        8.3%       5.7%
                                      --------  --------   ---------  ---------
     Total........................... $   53.8  $   44.4   $    91.1  $    75.1
      As a percentage of net sales...     10.4%      8.3%        9.1%       7.4%
                                      ========  ========   =========  =========

(a)      Fiscal year 1997 periods  include a $3.8 million charge for the closing
         of a yarn spinning plant in the Burlington House Area Rugs division.

RESULTS OF OPERATIONS

Comparison of Three Months ended March 28, 1998 and March 29, 1997.

     Net  sales for the  second  quarter  of the 1998  fiscal  year were  $518.0
million,  3.6% lower than the $537.2 million  recorded for the second quarter of
the 1997 fiscal year.  Net sales of products for apparel  markets for the second
quarter of the 1998 fiscal year were $308.6 million,  5.0% lower than the $324.7
million  recorded in the second  quarter of the 1997 fiscal year.  This decrease
was due  primarily  to lower  volume  in the  Menswear  and  Klopman  divisions,
partially  offset  by  higher  Denim  division  sales  due  primarily  to volume
increases. Net sales of products for interior furnishings markets for the second
quarter of the 1998  fiscal  year were  $209.4  million in  comparison  with the
$212.5  million  recorded in the second  quarter of the 1997 fiscal  year.  This
reduction  was due  primarily to the closure in 1997 of the  residential  carpet
product line of the Lees  division  and lower volume in the Area Rugs  division,
partially  offset by higher volume in the commercial  carpet product line. Total
export sales  decreased 3.7% from the  comparable  quarter of the prior year and
represented 12.2% of net sales.

     Operating  income before  interest and taxes for the second  quarter of the
1998 fiscal year was $53.8 million,  an increase of 21.2% from the $44.4 million
recorded in the second quarter of the 1997 fiscal year. Amortization of goodwill
was $4.5  million  in the  second  quarter  of the 1998 and 1997  fiscal  years.
Operating  income before interest and taxes for the apparel products segment for
the second  quarter of the 1998 fiscal year was $34.6 million  compared to $33.6


                                                            6

<PAGE>




million  recorded for the second quarter of the 1997 fiscal year.  This increase
was due  primarily  to improved  results in the Denim  division  resulting  from
operating  efficiencies,  higher  sales  volume  and lower raw  material  costs,
partially  offset  by lower  profits  in the  Klopman  and  Menswear  divisions.
Operating income before interest and taxes for the interior furnishings products
segment  for the  second  quarter  of the 1998  fiscal  year was  $19.2  million
compared to $10.8  million  recorded  for the second  quarter of the 1997 fiscal
year.  This increase was due primarily to higher  margins  resulting from volume
and better product mix in the Lees division,  improved results in the Burlington
House division and improved results in the Area Rugs division due to the absence
of the plant closing charge recorded in the prior year.

     Interest  expense for the second  quarter of the 1998 fiscal year was $15.1
million,  or 2.9% of net  sales,  compared  with $14.8  million,  or 2.8% of net
sales, in the second quarter of the 1997 fiscal year.

      Total  income tax  expense  is  different  from the  amounts  obtained  by
applying statutory rates to the income before income taxes primarily as a result
of  amortization  of goodwill  which is not  tax-deductible  and  favorable  tax
treatment of export sales through a Foreign Sales Corporation.

Comparison of Six Months ended March 28, 1998 and March 29, 1997.

     Net  sales for the first six  months of the 1998  fiscal  year were  $999.7
million,  1.4% lower than the $1,013.7 million recorded for the first six months
of the 1997 fiscal year. Net sales of products for apparel markets for the first
six months of the 1998  fiscal  year were  $591.4  million,  1.1% lower than the
$597.7  million  recorded in the first six months of the 1997 fiscal year.  This
decrease was due primarily to lower volume in the Menswear and Klopman divisions
partially offset by mix improvement. The Denim division sales were higher due to
volume  but  offset  somewhat  by lower  price/mix.  Net sales of  products  for
interior  furnishings  markets  for the first six months of the 1998 fiscal year
were $408.3 million in comparison with the $416.0 million  recorded in the first
six months of the 1997 fiscal  year.  This  reduction  was due  primarily to the
closure in 1997 of the  residential  carpet  product line of the Lees  division,
lower volume in the Area Rugs and Burlington House  divisions,  partially offset
by higher  volume in the  commercial  carpet  product  line.  Total export sales
decreased  1.5% from the  comparable  period of the prior  year and  represented
11.9% of net sales.

     Operating  income before interest and taxes for the first six months of the
1998 fiscal year was $91.1 million,  an increase of 21.3% from the $75.3 million
recorded  in the  first six  months of the 1997  fiscal  year.  Amortization  of
goodwill  was $9.1  million in the first six months of the 1998 and 1997  fiscal
years.  Operating  income  before  interest  and taxes for the apparel  products
segment  for the first  six  months of the 1998  fiscal  year was $57.2  million
compared to $51.5  million  recorded for the first six months of the 1997 fiscal
year. This increase was due primarily to improved  results in the Denim division
as a result  of  operating  efficiencies,  higher  sales  volume  and  lower raw
material costs, and improved  results in the Menswear and Sportswear  divisions.
Operating income before interest and taxes for the interior furnishings products
segment  for the first  six  months of the 1998  fiscal  year was $33.9  million
compared to $23.6  million  recorded for the first six months of the 1997 fiscal
year.  This increase was due primarily to higher  margins  resulting from volume
and  better  product  mix in the  Lees  division  and  improved  results  in the
Burlington House and Area Rugs divisions.

     Interest expense for the first six months of the 1998 fiscal year was $29.6
million,  or 3.0% of net  sales,  compared  with $29.5  million,  or 2.9% of net
sales, in the first six months of the 1997 fiscal year.

      Total  income tax  expense  is  different  from the  amounts  obtained  by
applying statutory rates to the income before income taxes primarily as a result
of  amortization  of goodwill  which is not  tax-deductible  and  favorable  tax
treatment of export sales through a Foreign Sales Corporation.



                                                            7

<PAGE>




Liquidity and Capital Resources

    During the first six months of the 1998 fiscal year,  the Company  generated
$15.6  million of cash from  operating  activities,  $4.7  million from sales of
assets,  $13.6  million  from the exercise of stock  options,  $2.4 million from
other investing activities,  and had net borrowings of long- and short-term debt
of  $25.7  million.  Cash  was  primarily  used  for  capital  expenditures  and
investment in joint venture  totalling $66.0 million.  At March 28, 1998,  total
debt of the Company (consisting of current and non-current portions of long-term
debt and short-term  borrowings) was $828.1 million compared with $806.9 million
at September 27, 1997 and $895.1 million at March 29, 1997.

    The Company's  principal uses of funds during the next several years will be
for   capital   investments   (including   the  funding  of   acquisitions   and
participations  in joint  ventures),  repayment and  servicing of  indebtedness,
working capital needs and the repurchase of shares of Company common stock.  The
Company  intends  to fund  such  needs  principally  from net cash  provided  by
operating  activities and, to the extent  necessary,  from funds provided by the
credit  facilities  described in this section.  The Company  believes that these
sources of funds will be adequate to meet the Company's foregoing needs.

    In August 1997, the Company issued $150.0 million  principal amount of 7.25%
notes due August 1, 2027  ("Notes Due 2027") at a price of 99.402%  plus accrued
interest.  The Notes Due 2027  will be  redeemable  as a whole or in part at the
option of the Company at any time on or after  August 2, 2007,  and will also be
redeemable at the option of the holders  thereof on August 1, 2007 in amounts at
100% of their principal amount. On September 26, 1995, the Company issued $150.0
million  principal  amount of 7.25% notes due  September  15,  2005  ("Notes Due
2005") at a price of 99.926% plus accrued  interest.  The Notes Due 2005 are not
redeemable  prior to  maturity.  The  Notes  Due 2027 and the Notes Due 2005 are
unsecured  and  rank  equally  with  all  other  unsecured  and   unsubordinated
indebtedness of the Company.

     The Company has a $750.0 million unsecured Revolving Credit Facility ("1995
Bank  Credit  Agreement")  which  expires in March,  2001.  At May 1, 1998,  the
Company had approximately $439.0 million in unused capacity under this facility.
The Company also  maintains  $42.0  million in  additional  overnight  borrowing
availability under bank lines of credit.

    Loans  under the 1995 Bank  Credit  Agreement  bear  interest  at either (i)
floating rates generally payable quarterly based on the Adjusted Eurodollar Rate
plus 0.275% or (ii)  Eurodollar  rates or fixed rates which may be offered  from
time to time by a Lender pursuant to a competitive bid request  submitted by the
Company,  payable  up to 360  days.  In  addition,  the  Company  pays an annual
facility fee of 0.15%.  The interest  rate and the facility fee are based on the
Company's  current implied senior  unsecured debt ratings of BBB minus and Baa3.
In the event that the  Company's  debt ratings  improve,  the interest  rate and
facility fees would be reduced.  Conversely,  a  deterioration  in the Company's
debt ratings would increase the interest rate and facility fees.

    The 1995 Bank Credit Agreement imposes various  limitations on the liquidity
of the Company.  The Agreement requires the Company to maintain minimum interest
coverage  and maximum  leverage  ratios and a specified  level of net worth.  In
addition, the Agreement limits dividend payments, stock repurchases, leases, the
incurrence of additional indebtedness by consolidated subsidiaries, the creation
of  additional  liens and the making of  investments  in non-U.S.  persons,  and
restricts the Company's  ability to enter into certain  merger,  liquidation  or
asset sale or purchase transactions.

    On December  10, 1998,  the  Company,  established  a $225.0  million  Trade
Receivables Financing Agreement ("Receivables Facility") with a bank. The amount
of borrowings allowable under the Receivables Facility at any time is a function
of the amount of then  outstanding  eligible  trade  accounts  receivable  up to
$225.0 million.  Loans under the Receivables Facility bear interest,  with terms
up to 270 days,  at the bank's  commercial  paper  dealer rate plus  0.1875%.  A




                                                            8

<PAGE>




commitment  fee of 0.125% is charged on the  unused  portion of the  Receivables
Facility.  At May 1, 1998, $201.9 million in borrowings under this facility with
original maturities of up to 266 days was outstanding.  The Receivables Facility
replaced the Company's  A-1/D-1 rated  commercial paper facility and the related
$225.0 million receivables-backed liquidity facility established with a group of
banks.

    Because the Company's  obligations  under the 1995 Bank Credit Agreement and
the  Receivables  Facility  bear  interest  at  floating  rates,  the Company is
sensitive to changes in prevailing  interest rates.  The Company uses derivative
instruments  to manage its  interest  rate  exposure,  rather  than for  trading
purposes.

Forward-Looking Statements

     With the exception of historical  information,  the statements contained in
Management's  Discussion  and Analysis of Results of  Operations  and  Financial
Condition and in other parts of this report include  forward-looking  statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements
represent  management's current expectations or beliefs as to the future and are
subject to risks and  uncertainties  which  could  affect the  Company's  actual
future results and which could cause those results to differ materially from the
expectations or beliefs expressed in the forward-looking  statements. Such risks
and  uncertainties  include,  but are not  limited  to: the  outlook  for global
economic activity and its impact upon the Company's  businesses;  the demand for
textile  products,  including  the  acceptance by customers and consumers of the
Company's  products  and the possible  imbalances  between  consumer  demand and
inventories   of  the  Company's   customers;   the  success  of  the  Company's
value-added,  fashion-driven product strategy; the Company's  relationships with
its principal  customers and suppliers;  cost and  availability of raw materials
and labor; the success of the Company's  strategic plans to expand in the United
States,  and in India and Mexico;  the Company's  ability to finance its capital
expansion  and   modernization   programs,   and  the  level  of  the  Company's
indebtedness  and the  exposure  to  interest  rate  fluctuations;  governmental
legislation  and  regulatory  changes  which  impose  higher  costs,  or greater
restrictions,   on  the  Company's  operations  and  which  alter  the  existing
regulation of international trade; and the long-term implications of the current
development  of  regional  trade  blocs  and  the  effect  of  the   anticipated
elimination  of quotas and  lowering of tariffs  under the GATT trade  regime by
2005. Other risks and  uncertainties  may also be described from time to time in
the  Company's  other  reports  and filings  with the  Securities  and  Exchange
Commission.



                                                            9

<PAGE>





                           PART II - OTHER INFORMATION


Item 4.  Submission of Matters to a Vote of Security Holders.

         At Registrant's  Annual Meeting held on February 4, 1998, the following
actions were taken:

         1.       John G.  Medlin,  Jr.  and Nelson  Schwab III were  elected as
                  Class III Directors to serve for a three-year term expiring at
                  the Annual Meeting of Stockholders in 2001; and

         2.       The selection of Ernst & Young LLP as Registrant's independent
                  public accountants for its 1998 fiscal year was approved.

         Mr. Medlin  received  50,263,793  shares voted in favor of his election
and 371,207  shares were withheld;  and Mr. Schwab  received  50,250,455  shares
voted in favor of his  election  and 384,545  shares were  withheld.  50,520,171
shares were voted in favor of the selection of Ernst & Young LLP as Registrant's
independent  public  accountants,  71,333  shares were voted  against and 42,488
shares abstained.

Item 6.  Exhibits and Reports on Form 8-K.

                    a)     Exhibits.

                           None.

                    b)     Reports on Form 8-K.

                           The  Company  did not  file any  reports  on Form 8-K
                           during the quarter for which this report is filed.






                                                           10

<PAGE>



                                   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.

                                  BURLINGTON INDUSTRIES, INC.



                                  By  /s/  CHARLES E. PETERS, JR.
Date:  May 6, 1998                         Charles E. Peters, Jr.
                                           Senior Vice President and
                                           Chief Financial Officer




<PAGE>


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