BURLINGTON INDUSTRIES INC /DE/
10-Q, 1999-02-10
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         January 2, 1999       

  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 February 1, 1999,  there were  outstanding  56,920,955  shares of Common
  Stock, par value $.01 per share, and 704,301 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
                                              months      months
                                              ended       ended
                                             January 2,  December 27,
                                               1999        1997
                                             ---------   ---------
Net sales                                 $   407,182 $   481,703
Cost of sales                                 342,362     402,803
                                             ---------   ---------
Gross profit                                   64,820      78,900
Selling, general and administrative
  expenses                                     36,761      35,880
Provision for doubtful accounts                   989       1,250
Amortization of goodwill                        4,462       4,540
                                             ---------   ---------
Operating income before
  interest and taxes                           22,608      37,230

Interest expense                               14,314      14,551
Equity in (income) loss of joint ventures      (2,276)      1,000
Other expense (income) - net                   (3,589)       (914)
                                             ---------   ---------
Income before income taxes                     14,159      22,593

Income tax expense:
  Current                                       5,762       9,834
  Deferred                                        428        (465)
                                             ---------   ---------
    Total income tax expense                    6,190       9,369

                                             ---------   ---------
Net income                                $     7,969 $    13,224
                                             =========   =========

Basic and diluted earnings per 
 common share                             $      0.14 $      0.22


See notes to consolidated financial statements.






                                        1

<PAGE>

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

                                                   January 2,    October 3,
                                                      1999         1998
                                                  -----------   -----------
ASSETS
Current assets:
Cash and cash equivalents                       $     19,704  $     18,163
Short-term investments                                25,175        27,253
Customer accounts receivable after deductions
  of $19,845 and $20,864 for the
  respective dates for doubtful accounts,
  discounts, returns and allowances                  246,601       288,806
Sundry notes and accounts receivable                  16,479        15,810
Inventories                                          327,108       322,548
Prepaid expenses                                       3,641         3,198
                                                 -----------   -----------
    Total current assets                             638,708       675,778
Fixed assets, at cost:
Land and land improvements                            38,800        39,374
Buildings                                            443,462       442,828
Machinery, fixtures and equipment                    626,612       636,439
                                                  -----------   -----------
                                                   1,108,874     1,118,641
Less accumulated depreciation and amortization       467,792       475,885
                                                 -----------   -----------
    Fixed assets - net                               641,082       642,756
Other assets:
Investments and receivables                           51,102        44,990
Intangibles and deferred charges                      32,517        35,211
Excess of purchase cost over net assets acquired     505,977       514,152
                                                 -----------   -----------
    Total other assets                               589,596       594,353
                                                  -----------   -----------
                                                $  1,869,386  $  1,912,887
                                                  ===========   ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings                           $     13,800  $     14,200
Long-term debt due currently                             470           470
Accounts payable - trade                              63,119        87,999
Sundry payables and accrued expenses                  64,671        73,995
Income taxes payable                                  11,764         6,440
Deferred income taxes                                 44,559        44,576
                                                  -----------   -----------
      Total current liabilities                      198,383       227,680
Long-term liabilities:
Long-term debt                                       788,025       801,486
Other                                                 57,170        59,052
                                                  -----------   -----------
     Total long-term liabilities                     845,195       860,538
Deferred income taxes                                124,893       124,448
Shareholders' equity:
Common stock issued                                      684           684
Capital in excess of par value                       884,307       884,685
Accumulated deficit                                  (45,880)      (53,849)
Accumulated other comprehensive income (loss)        (17,415)      (17,357)
Cost of common stock held in treasury               (120,781)     (113,942)
                                                 -----------   -----------
     Total shareholders' equity                      700,915       700,221
                                                  -----------   -----------
                                                $  1,869,386  $  1,912,887
                                                  ===========   ===========

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)

                                                       Three       Three
                                                       months      months
                                                       ended       ended
                                                     January 2,  December 27,
                                                        1999        1997
                                                     ----------  ----------
Cash flows from operating activities:
Net income                                         $     7,969 $    13,224
Adjustments to reconcile net income to
 net cash provided by operating activities:
   Depreciation and amortization of fixed assets        16,164      15,937
   Provision for doubtful accounts                         989       1,250
   Amortization of intangibles and 
    deferred debt expense                                4,531       4,682
   Equity in loss of joint ventures                        944       1,000
   Deferred income taxes                                   428        (465)
   Gain on disposal of assets                           (2,713)       (103)
   Changes in assets and liabilities:
      Customer accounts receivable - net                41,216      42,925
      Sundry notes and accounts receivable                (669)       (624)
      Inventories                                      (15,114)    (19,275)
      Prepaid expenses                                    (443)       (631)
      Accounts payable and accrued expenses            (35,461)    (35,844)
   Change in income taxes payable                        5,324       3,368
   Other                                                (6,920)     (2,592)
                                                     ----------  ----------
        Total adjustments                                8,276       9,628
                                                     ----------  ----------
Net cash provided by operating activities               16,245      22,852
                                                     ----------  ----------

Cash flows from investing activities:
  Capital expenditures                                 (26,804)    (21,488)
  Proceeds from sales of assets                         35,684       3,381
  Investment in joint ventures                          (6,766)       (925)
  Change in investments                                  1,788      (6,517)
                                                     ----------  ----------
Net cash provided (used) by investing activities         3,902     (25,549)
                                                     ----------  ----------

Cash flows from financing activities:
  Changes in short-term borrowings                        (400)          0
  Repayments of long-term debt                         (72,212)   (205,039)
  Proceeds from issuance of long-term debt              61,000     206,900
  Proceeds from exercise of stock options                    0         934
  Purchase of treasury shares                           (6,994)          0
                                                     ----------  ----------
Net cash provided (used) by financing activities       (18,606)      2,795
                                                     ----------  ----------

Net change in cash and cash equivalents                  1,541          98
Cash and cash equivalents at beginning of period        18,163      17,863
                                                     ----------  ----------
Cash and cash equivalents at end of period         $    19,704 $    17,961
                                                     ==========  ==========

See notes to consolidated financial statements.


                                              3

<PAGE>


             BURLINGTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
                  Notes to Consolidated Financial Statements
               As of and for the three months ended January 2, 1999

  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 certain  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   
                                             -----------------------
                                             January 2, December 27,
                                                1999        1997    
                                              --------    --------
 Numerator:
    Net income........................        $  7,969    $ 13,224
    Effect of dilutive securities:
     Convertible note.................               -          65
                                              --------    --------
    Numerator for diluted earnings
     per share........................        $  7,969    $ 13,289
                                              ========    ========

  Denominator:
    Denominator for basic earnings per
     share............................          57,830      59,636
    Effect of dilutive securities:
     Stock options....................              16         712
     Performance Unit awards..........              21           -
     Nonvested stock..................              11           -
     Convertible note.................               -         407
                                              --------    --------
    Denominator for diluted earnings
     per share........................          57,878      60,755
                                              ========    ========

  During  the  1999  fiscal  year,  outstanding  shares  changed  due to (i) the
  issuance of 13,779 shares of treasury stock to settle  Performance Unit awards
  and (ii) the purchase of 779,979 shares of treasury stock.


<PAGE>


  Note E.

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

                                                       January 2,  December 27,
                                                          1999         1998     
       Inventories at average cost:
         Raw materials.............................    $   50,485   $   40,594
         Stock in process..........................        95,023       98,922
         Produced goods............................       200,900      204,169
         Dyes, chemicals and supplies..............        21,951       22,358
                                                       ----------   ----------
                                                          368,359      366,043
         Less excess of average cost over LIFO.....        41,251       43,495
                                                       ----------   ----------
             Total.................................    $  327,108   $  322,548
                                                       ==========   ==========

  Note F.

      On November 23, 1998,  the Company  established a new $110 million  credit
  facility with a group of banks. On that date, $57 million of proceeds from the
  new  agreement  were used to repay loans  under the  Company's  existing  bank
  credit  agreement.  Additional  proceeds  from this  facility  will be used to
  finance the  construction  and working capital needs of the Company's  Mexican
  subsidiaries  related  to the  expansion  projects  in  Mexico.  The  facility
  includes  terms and covenants  similar to the existing bank credit  agreement,
  except that the outstanding  balance on the third  anniversary of the facility
  will  convert  to a two-year  term loan  payable  semi-annually  in four equal
  installments.  Loans under the new facility are made directly to a new Mexican
  financing subsidiary of the Company and are guaranteed by the Company.

  Note G.

      On  November  6,  1998,  the  Company  sold the  remaining  assets  of the
  Burlington Madison Yarn division,  including manufacturing  facilities located
  in Ranlo and St. Pauls,  North Carolina,  to Carolina Mills,  Inc. The related
  pre-tax  gain of $2.7  million  is  included  in the  caption  "Other  expense
  (income) - net" in the consolidated statements of operations.

  Note H.

         Comprehensive  income  consists  of net  income  and  foreign  currency
  translation  adjustments and totaled  $7,911,000 and $11,708,000 for the three
  months ended January 2, 1999 and December 27, 1997, respectively.

  Note I.

         On  January   26,   1999,   the  Company   announced  a   comprehensive
  reorganization of its apparel fabrics business.  See "Management's  Discussion
  and Analysis of Results of Operations and Financial  Condition,  Restructuring
  Plan", for a more detailed description of the plan.


<PAGE>


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

  Overview

         Net sales for the first  quarter of fiscal  1999 were  $407.2  million,
  compared with $481.7 million for the first quarter of fiscal year 1998.  After
  adjusting for businesses that have been closed or sold since last year's first
  quarter,  sales were down 10.4 percent. First quarter earnings were lower than
  last year primarily due the difficult  environment in the apparel business and
  the impact of start-up costs related to the Company's new Mexican  operations.
  The interior furnishings segment had a solid performance.  However, demand for
  apparel fabrics slowed late in the quarter  primarily as a result of continued
  imports of low-priced garments from Asia.

         The Company has been  running its apparel  fabrics  operations  at less
  than full capacity over the last 9-12 months,  anticipating  that the surge of
  low-priced garment imports from Asia might only be the temporary result of the
  Asian financial  crisis.  The Company now believes that this situation is more
  permanent  in  nature  and  plans to reduce  its U.S.  manufacturing  capacity
  accordingly and utilize only its most modern facilities to be competitive. The
  Company has announced a  comprehensive  restructuring  plan to reorganize  its
  apparel fabrics business (see "Restructuring Plan" below).

  Performance by Segment

       The Company conducts its operations in two principal  industry  segments:
  products for apparel  markets and products for interior  furnishings  markets.
  Reference  is  made  to the  Company's  1998  Annual  Report  to  Shareholders
  concerning Statement of Financial  Accounting Standards No. 131,  "Disclosures
  About Segments of an Enterprise and Related Information," that will be adopted
  by the Company in its 1999 Annual Report to Shareholders.  The following table
  sets forth certain  information about the segment results for the three months
  ended January 2, 1999 and December 27, 1997, respectively.

                                                     Three Months Ended    
                                                ----------------------------
                                                  January 2,   December 27,
                                                     1999          1997    
                                                ------------   ------------
                          (Dollar amounts in millions)
  Net sales
    Apparel products.........................      $  219.8     $  282.8
    Interior furnishings products............         187.4        198.9
                                                   --------     --------
       Total.................................      $  407.2     $  481.7
                                                   ========     ========

  Operating income before interest and taxes
    Apparel products.........................      $    8.5     $   22.5
      As a percentage of net sales...........           3.9%         8.0%
    Interior furnishings products............      $   14.1     $   14.7
      As a percentage of net sales...........           7.5%         7.4%
                                                   ---------    --------
       Total.................................      $   22.6     $   37.2
        As a percentage of net sales.........           5.6%         7.7%
                                                   =========    ========





<PAGE>


  Results Of Operations

  Comparison of Three Months ended January 2, 1999 and December 27, 1997.

       Net sales for the  first  quarter  of the 1999  fiscal  year were  $407.2
  million, 15.5% lower than the $481.7 million recorded for the first quarter of
  the 1998 fiscal year. Net sales of products for apparel  markets for the first
  quarter of the 1999  fiscal  year were  $219.8  million,  22.3% lower than the
  $282.8  million  recorded  in the  first  quarter  of the  1998  fiscal  year.
  Excluding  the  Burlington  Madison  Yarn  division,  which  has been  sold or
  transferred to a joint venture, net sales of products for apparel markets were
  16.4% lower than in the prior year period.  This decrease was due primarily to
  lower volume in the Tailored Fashions,  Klopman and Denim divisions. Net sales
  of products for interior furnishings markets for the first quarter of the 1999
  fiscal year were $187.4 million in comparison with the $198.9 million recorded
  in the first quarter of the 1998 fiscal year. This reduction was due primarily
  to lower volume in the Lees, Burlington House and Bacova divisions,  partially
  offset by higher  volume in the Area Rugs  division.  Total  export sales were
  unchanged from the comparable  quarter of the prior year and represented 13.8%
  of net sales for the current period.

       Operating  income before  interest and taxes for the first quarter of the
  1999 fiscal year was $22.6 million, a decrease of 39.2% from the $37.2 million
  recorded  in the  first  quarter  of the 1998  fiscal  year.  Amortization  of
  goodwill  was $4.5  million in the first  quarter of the 1999 and 1998  fiscal
  years.  Operating  income before  interest and taxes for the apparel  products
  segment  for the  first  quarter  of the 1999  fiscal  year  was $8.5  million
  compared to $22.5  million  recorded for the first  quarter of the 1998 fiscal
  year.  This decrease was due primarily to lower margins  resulting  from lower
  volume and  inefficiencies  associated with production  levels in the Tailored
  Fashions,  Klopman and Denim  divisions,  and  start-up  costs  related to the
  Company's new Mexican  operations,  partially  offset by better product mix in
  the Denim  division  and lower raw  material  costs in the  Klopman  and Denim
  divisions.  Operating  income  before  interest  and  taxes  for the  interior
  furnishings products segment for the first quarter of the 1999 fiscal year was
  $14.1 million  compared to $14.7 million recorded for the first quarter of the
  1998  fiscal  year.  This  decrease  was due  primarily  to product mix in the
  Burlington House division and lower profits in the Bacova division,  partially
  offset by improved results in the Area Rugs division.

       Interest  expense for the first quarter of the 1999 fiscal year was $14.3
  million,  or 3.5% of net sales,  compared with $14.6  million,  or 3.0% of net
  sales, in the first quarter of the 1998 fiscal year.

       During the first  quarter of the 1999 fiscal year,  the Company  recorded
  equity in income of joint  ventures of $2.3  million  related to its  textured
  yarn joint venture operations with Unifi, Inc., its Mexican yarn joint venture
  with  Parkdale  Mills,  and its  denim  fabric  joint  venture  with  Mafatlal
  Industries  Limited in India,  compared to equity in loss of joint ventures of
  $1.0 million in the first quarter of the 1998 fiscal year related to the joint
  venture in India.

       Other  income  for the first  quarter  of the 1999  fiscal  year was $3.6
  million  consisting  principally of a $2.7 million gain on the disposal of the
  Burlington  Madison Yarn  division and interest  income.  Other income for the
  first quarter of the 1998 fiscal year was $0.9 million consisting  principally
  of interest income.


<PAGE>


       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 nondeductible goodwill, which is partially offset by
  the   favorable  tax  treatment  of  export  sales  through  a  foreign  sales
  corporation.

  Liquidity and Capital Resources

      During  the  first  three  months of the 1999  fiscal  year,  the  Company
  generated $16.2 million of cash from operating activities,  $35.7 million from
  sales of assets,  and $1.8 million from other investing  activities.  Cash was
  primarily  used for capital  expenditures  and  investment  in joint  ventures
  totaling  $33.6 million,  $11.2 million for net repayments of long-term  debt,
  and $7.0  million for the  purchase of  treasury  shares.  At January 2, 1999,
  total debt of the Company  (consisting of current and non-current  portions of
  long-term debt and  short-term  borrowings)  was $802.3 million  compared with
  $816.2 million at October 3, 1998 and $808.4 million at December 27, 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. On
  February 4, 1999,  the Company  announced  Board approval of $25.0 million for
  the repurchase of Company common stock.

         On November 5, 1998, the Board of Directors of the Company approved the
  adoption  of the 1998 Equity  Incentive  Plan (the "1998  Plan") and  reserved
  2,700,000  shares of the  Company's  common stock for issuance  under the 1998
  Plan. The 1998 Plan and the awards of options and performance shares that have
  been granted thereunder are subject to approval by the Company's shareholders,
  which was  obtained on February 4, 1999. A committee of two or more members of
  the Board of Directors is responsible for administration and interpretation of
  the 1998 Plan. The following types of awards may be made to key executives and
  employees:  (i)  options  to  purchase  shares of  common  stock,  (ii)  stock
  appreciation  rights payable in common stock,  cash or a combination  thereof,
  (iii) restricted shares of common stock and (iv) performance  shares that vest
  only upon achievement of specified performance goals and are payable in common
  stock, cash or a combination thereof. The vesting and payment of awards may be
  accelerated  in the event of a change of control of the Company (as defined in
  the 1998 Plan).

         The Company  intends to fund its financial 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"). Proceeds from the sale were
  used to prepay  revolving  loans under its bank credit  agreement  on the same
  date.  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.  In September  1995,  the Company  issued
  $150.0 million  principal amount of 7.25% notes due September 15, 2005 ("Notes
  Due 2005"). 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.


<PAGE>


       The Company has a $750.0 million unsecured revolving credit facility that
  expires in March,  2001.  At February 1, 1999,  the Company had  approximately
  $475.0  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 bank  credit  agreement  bear  interest  at either (i)
  floating rates generally  payable  quarterly  based on an adjusted  Eurodollar
  rate plus 0.275% or (ii)  Eurodollar  rates or fixed rates that 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,  deterioration  in the
  Company's debt ratings would increase the interest rate and facility fees.

         The 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.

         In December 1997, the Company  established a five-year,  $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. At February 1, 1999, $150.8 million in borrowings
  under  this  facility  with  original   maturities  of  up  to  266  days  was
  outstanding.

       On November 23, 1998,  the Company  established a new $110 million credit
  facility with a group of banks. On that date, $57 million of proceeds from the
  facility  were used to repay loans under the  Company's  existing  bank credit
  agreement.  Additional proceeds from this facility will be used to finance the
  construction and working capital needs of the Company's  Mexican  subsidiaries
  related to the expansion  projects in Mexico.  The facility includes terms and
  covenants  similar to the  existing  bank  credit  agreement,  except that the
  outstanding balance on the third anniversary of the facility will convert to a
  two-year term loan payable  semi-annually  in four equal  installments.  Loans
  under the new facility are made directly to a new Mexican financing subsidiary
  of the Company and are  guaranteed  by the Company.  At February 1, 1999,  the
  Company  had  approximately  $43.0  million  in  unused  capacity  under  this
  facility.

      Because the Company's obligations under the bank credit facilities 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.


<PAGE>


  Restructuring Plan

         On  January   26,   1999,   the  Company   announced  a   comprehensive
  reorganization  of its apparel  fabrics  business,  designed  to position  the
  company  for  long-term   success  against  growing   worldwide   competition.
  Operations will be streamlined and U.S. capacity will be reduced by 25 percent
  to  compensate  for  the  continuing  surge  of  low-priced  garment  imports,
  primarily from Asia. The plan will result in the loss of  approximately  2,900
  jobs and the closing of seven plants.

         The major elements of the plan are:

         (1) The Company will  combine two  businesses  that have  complementary
  product  lines  and  serve  many of the  same  customers.  The  merger  of the
  two--Burlington  Klopman Fabrics and Burlington Tailored Fashions--will create
  a fast, responsive organization with an improved cost structure.

         (2) The Company will reduce U.S. apparel fabrics capacity by 25 percent
  and at the same time  reorganize  manufacturing  assets to work  together in a
  fast, modern, versatile and cost-effective configuration. Seven plants will be
  closed:  Mooresville,  Forest City, Oxford,  Cramerton and Statesville,  North
  Carolina; Bishopville, South Carolina; and Hillsville, Virginia. The plan will
  result  in the loss of  approximately  2,900  jobs as the  result of the plant
  closings,  plus  elimination of one department in Raeford,  North Carolina and
  overhead reductions throughout the Company.

         (3) The cost of the reorganization will be reflected in a restructuring
  charge,  before taxes, of  approximately  $80-$90 million in the second fiscal
  quarter,   ending  April  3,  1999,   plus  other  expenses   related  to  the
  restructuring of approximately  $25-$35  million,  before taxes,  that will be
  charged  to  operations  as  incurred.  Cash costs of the  reorganization  are
  expected  to be  substantially  offset by cash  receipts  from asset sales and
  lower working capital needs.

         By reducing overall capacity, utilizing only the most modern equipment,
  and  concentrating  on a value-added  product mix, the Company expects that it
  will  be  able  to run  its  U.S.  operations  on a much  more  efficient  and
  cost-effective   basis.   The  combination  of  streamlined  and  modern  U.S.
  operations,  together with the new state-of-the-art  manufacturing  facilities
  coming on stream later this year in Mexico,  should  position the Company well
  to compete on a global basis.

  Year 2000

         The  Company  recognizes  the  widespread  impact  of Year  2000 in its
  systems and  manufacturing  facilities and is working toward compliance of all
  software  and  office  and  manufacturing  equipment,  environmental  systems,
  telecommunications,  utilities,  safety and monitoring  equipment and systems.
  Total costs for  addressing  the Year 2000 issue are  currently  estimated  to
  reach  approximately  $14.0 million.  These costs are expensed as incurred and
  are being funded with cash from operations. As of January 2, 1999, the Company
  had spent $11.8 million on the project since its inception.  The Company views
  Year  2000 as a  company-wide  business  issue of the  highest  priority.  The
  Company is engaged in extensive efforts to provide a continuous, uninterrupted
  flow of goods and services to customers.


<PAGE>



  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  statements  that are
  forward-looking statements within the meaning of applicable federal securities
  laws and are based upon the company's  current  expectations  and assumptions,
  which are  subject to a number of risks and  uncertainties  that  could  cause
  actual results to differ  materially  from those  anticipated.  Such risks and
  uncertainties  include,  among other things,  global  economic  activity,  the
  success  of  the   company's   overall   business   strategy,   the  company's
  relationships with its principal  customers and suppliers,  the success of the
  company's expansion in other countries,  the demand for textile products,  the
  cost and  availability  of raw materials and labor,  the company's  ability to
  finance its capital  expansion and  modernization  programs,  the level of the
  company's  indebtedness  and  the  exposure  to  interest  rate  fluctuations,
  governmental   legislation   and   regulatory   changes,   and  the  long-term
  implications  of regional  trade blocs and the effect of quota  phase-out  and
  lowering of tariffs under the WTO trade regime.  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.



<PAGE>




                           PART II - OTHER INFORMATION



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

             a)    Exhibits.

                   27.  Financial Data Schedule.

             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.




<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:  February 10, 1999                   Charles E. Peters, Jr.
                                           Senior Vice President and
                                           Chief Financial Officer


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