NORTON MCNAUGHTON INC
8-K, 1998-05-29
WOMEN'S, MISSES', AND JUNIORS OUTERWEAR
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<PAGE>
 
                                 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) MAY 28, 1998
                                                          ------------   




                            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
<PAGE>
 
ITEM 5. OTHER EVENTS

Reference is made to the press release issued on May 28, 1998, attached hereto
as Exhibit 99.

ITEM 7.  EXHIBITS

Exhibit Index
- -------------

Exhibit 99  Press release dated May 28, 1998.



                                       2
<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 hereunto duly authorized.





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



Date: May 29, 1998               By:/s/ Sanford Greenberg
                                    ----------------------------------------
                                    SANFORD GREENBERG
                                    Chairman of the Board and Chief Executive
                                    Officer
                                    (Principal Executive and Operating Officer)



                                       3

<PAGE>
 
                                                                     EXHIBIT 99
          

                                            FOR:  Norton McNaughton, Inc.
                            
                                    APPROVED BY:  Peter Boneparth
                                                  President
                                                  Amanda Bokman
                                                  Chief Financial Officer
                                                  (212) 947-2960
                            
FOR IMMEDIATE RELEASE
- ---------------------
                                        CONTACT:  Investor Relations:
                                                  David Walke/Shannon Moody
                                                  Press: Michael McMullan
                                                  Morgen-Walke Associates
                                                  (212) 850-5600
                            


             NORTON MCNAUGHTON, INC. ANNOUNCES SENIOR NOTE OFFERING
                                        


     New York, New York, May 28, 1998 - Norton McNaughton, Inc. (Nasdaq:NRTY)
today announced that it is contemplating a $125 million senior note offering to
finance the previously announced proposed acquisition of Jeri-Jo Knitwear and to
refinance existing indebtedness.  The Company stated that it intends to effect
the offering through a private placement pursuant to Rule 144A.

     Any private placement of the senior notes will be made only by means of an
offering memorandum and will not be registered under the Securities Act of 1933,
as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.

 



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