NORTON MCNAUGHTON INC
8-K, 1997-01-31
WOMEN'S, MISSES', AND JUNIORS OUTERWEAR
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K
                                 CURRENT REPORT



                                   ----------



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

        Date of Report(Date of earliest event reported) JANUARY 31, 1997



                             NORTON MCNAUGHTON, INC.
             (Exact name of registrant as specified in its charter)





            DELAWARE                         0-23440            13-3747173
  (State or other jurisdiction           (Commission File    (I.R.S. Employer
of incorporation or organization)             Number)        Identification No.)






                      463 SEVENTH AVENUE
                         NEW YORK, N.Y.                                  10018
            (Address of principal executive offices)                  (Zip Code)





       Registrant's telephone number, including area code: (212) 947-2960
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ITEM 5.  OTHER EVENTS

Reference is made to the press release issued on January 30, 1997, attached
hereto as Exhibit 99.

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                                   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 hereunto duly authorized.


                                             NORTON MCNAUGHTON, INC.
                                             -----------------------
                                                   (Registrant)


Date: January 31, 1997                       By: /s/ Sanford Greenberg
                                                 -------------------------------
                                                 SANFORD GREENBERG
                                                 Chairman of the Board and
                                                 Chief Executive Officer
                                                 (Principal Executive and
                                                 Operating Officer)

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                                                                    EXHIBIT 99

                                FOR:            Norton McNaughton, Inc.

                                APPROVED BY:    Sanford Greenberg
                                                Chief Executive Officer
                                                (212) 947-2960

FOR IMMEDIATE RELEASE

                                CONTACT:        Investor Relations:
                                                Howard Zar\Shannon Moody
                                                Press: Stacy Berns\Jeff Siegel
                                                Morgen-Walke Associates
                                                212/850-5600

NORTON MCNAUGHTON, INC. COMMENTS ON FIRST QUARTER AND SECOND QUARTER OUTLOOK

        New York, New York, January 30, 1997 -- Norton McNaughton, Inc.
(Nasdaq:NRTY) today announced that it expects to report earnings per share of
$0.01 for its first quarter of fiscal 1997, in line with analysts' estimates.
The Company also announced that it expects to achieve breakeven results for its
second quarter of fiscal 1997, which would be below analysts' estimates. This
compares to a loss of $0.03 and a loss $0.09 per share reported in the first
and second quarter of fiscal 1996, respectively. The Company anticipates
reporting its first quarter results by the middle of March 1997.
        Sanford Greenberg, Chairman of the Board and Chief Executive Officer,
commented, "We are pleased with our anticipated first quarter results. However,
we currently anticipate that second quarter results will be below expectations
due, in part, to some reduction in orders due to overall weak sales experienced
by certain retail customers during the holiday selling season and pricing
difficulties experienced with the production and sale of certain lines. Second
quarter sales will also be affected due to the decision not to accept delivery
of certain merchandise which did not meet our requirements for quality. We
currently believe that the effects of these matters will be limited to second 
quarter."
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NORTON MCNAUGHTON, INC. COMMENTS ON FIRST QUARTER                      Page: 2
AND SECOND QUARTER OUTLOOK


        Mr. Greenberg added, "Sell-through of our apparel lines remain strong
and consumers have responded well to our new, updated lines. We continue to
believe that the combination of our cost reduction program, the Company's
continuing emphasis on style and quality and our policy to improve
profitability by reducing excess inventory will positively impact earnings 
levels in the second half of our fiscal year."

        This press release contains forward-looking information about the
Company's anticipated operating results for fiscal 1997. The Company's ability
to achieve its projected results is dependent on many factors which are outside
of management's control. Some of the most significant factors would be further
deterioration in retailing conditions for women's apparel, a further increase
in price pressures and other competitive factors, any of which could result in
an unanticipated decrease in gross profit margins, the unanticipated loss of a
major customer, the unanticipated loss of a major contractor or supplier,
unforseen complications resulting from the Company's implementation of major
upgrades to its management information systems, and weather conditions which
could impact retail traffic and the Company's ability to ship on a timely
basis. Accordingly, there can be no assurance that the Company will achieve its
anticipated operating results for fiscal 1997.

        Norton McNaughton, Inc. designs, contracts for the manufacture of and
markets a broad line of brand name, moderately priced women's career and casual
clothing. The Company's product lines include collections of related separates
coordinated by color and style as well as casual weekend wear and related
knitwear separates. Founded in 1981, the Company markets its products under
its nationally known labels, including Norton McNaughton(R), Maggie
McNaughton(R), Katherine Marie(R), Modiano(R), Danielle Paige(TM) and Norton
Studio(TM), and under private label including Lauren Alexandra(R) and
Pant-her(R). 

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