STRAWBRIDGE & CLOTHIER
10-Q, 1995-09-11
DEPARTMENT STORES
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                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.   20549

                                Form 10-Q

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

               For the Quarterly Period Ended July 29, 1995

                                    OR

         ( )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934


                       Commission File Number 0-1308
                                              ------


                          STRAWBRIDGE & CLOTHIER
------------------------------------------------------------------------------
          (Exact name of Registrant as specified in its charter)


Pennsylvania                                          23-1131660
------------------------------------------------------------------------------
(State or other jurisdiction of              (I.R.S. Employer Identification
incorporation or organization)               Number)


801 Market Street
Philadelphia, PA                                      19107-3199
------------------------------------------------------------------------------
(Address of principal executive offices)              (Zip Code)


                              (215) 629-6000
------------------------------------------------------------------------------
           (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 /   /.

The number of shares of Series A Common Stock, par value $1 per share,
of the registrant outstanding at August 30, 1995 is 7,412,685.

The number of shares of Series B Common Stock, par value $1 per share,
of the registrant outstanding at August 30, 1995 is 3,159,281.

<PAGE>

                                                                  Form 10-Q

                  STRAWBRIDGE & CLOTHIER AND SUBSIDIARIES
                  ---------------------------------------

                                   INDEX
                                   -----


                                                                        Page
PART I.  FINANCIAL INFORMATION                                         Number
------------------------------                                         ------

Item 1.  Financial Statements (unaudited)

         Condensed consolidated statements of operations--
         three and six months and trailing years ended July 29,
         1995 and July 30, 1994.                                          3

         Condensed consolidated balance sheets--July 29, 1995
         and January 28, 1995.                                            4

         Condensed consolidated statements of cash flows--six
         months ended July 29, 1995 and July 30, 1994.                    5

         Notes to condensed consolidated financial statements             6


Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.                             7


PART II.  OTHER INFORMATION
---------------------------

Item 4.  Submission of Matters to a Vote of Security Holders              8

Item 6.  Exhibits and Reports on Form 8-K                                 9


SIGNATURES                                                                9
----------

<PAGE>

                                                                  Form 10-Q
                                                                     Page 3

                 STRAWBRIDGE & CLOTHIER AND SUBSIDIARIES
       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share data)
<TABLE>
<CAPTION>

                  THREE MONTHS ENDED    SIX MONTHS ENDED    TRAILING YEAR ENDED
                  -------------------------------------------------------------
                  July 29,  July 30,    July 29, July 30,   July 29,   July 30,
                    1995      1994        1995     1994       1995       1994
                  -------------------------------------------------------------
<S>               <C>       <C>        <C>       <C>        <C>        <C>
Net sales         $218,551  $222,894   $417,176  $431,197   $989,503   $993,643
Other income,
 net of other
 deductions            539       515      1,231     1,102      3,394      2,403
                  --------  --------   --------  --------   --------   --------
                   219,090   223,409    418,407   432,299    992,897    996,046

Deduct:
 Cost of sales,
  including
  occupancy and
  buying costs     171,470   169,517    324,630   327,587    742,294    735,117
 Selling and
  administrative
  expenses, net
  of finance
  charges           46,707    39,548     87,854    78,138    181,745    171,211
 Depreciation        7,534     7,477     14,882    14,931     29,538     29,401
 Interest            4,800     4,818      9,005     9,355     19,201     19,929
 Provision for
  doubtful
  accounts           2,655     1,680      5,514     3,415     12,380      6,015
                  --------  --------   --------  --------   --------   --------
                   233,166   223,040    441,885   433,426    985,158    961,673
                  --------  --------   --------  --------   --------   --------

Earnings (loss)
 before income
 taxes             (14,076)      369    (23,478)   (1,127)     7,739     34,373

Income taxes
 (benefit)          (4,997)      125     (8,335)     (383)     2,106     11,710
                  --------  --------   --------  --------   --------   --------
NET EARNINGS
 (LOSS)           $ (9,079) $    244   $(15,143) $   (744)  $  5,633   $ 22,663
                  ========  ========   ========  ========   ========   ========
NET EARNINGS
 (LOSS) PER SHARE   ($0.86)    $0.02     ($1.45)   ($0.07)     $0.54      $2.18
                  ========  ========   ========  ========   ========   ========

Cash dividends
 per share:
  Series A
  Common Stock      $0.275    $0.275      $0.55     $0.55      $1.10      $1.10
                  ========  ========   ========  ========   ========   ========
  Series B
  Common Stock       $0.25     $0.25      $0.50     $0.50      $1.00      $1.00
                  ========  ========   ========  ========   ========   ========

Average shares
 outstanding        10,498    10,402     10,480    10,393     10,456     10,378
                  ========  ========   ========  ========   ========   ========
</TABLE>

See notes to condensed consolidated financial statements.

<PAGE>

                                                                  Form 10-Q
                                                                     Page 4

                 STRAWBRIDGE & CLOTHIER AND SUBSIDIARIES
            CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands)

<TABLE>
<CAPTION>
                                                July 29,        January 28,
                                                  1995             1995
                                               -----------      -----------
<S>                                               <C>              <C>
ASSETS

CURRENT ASSETS
  Cash and equivalents                            $  4,631         $  1,575
  Accounts receivable, less allowance
    (7/29/95 - $5,563; 1/28/95 - $5,544)           122,929          161,943
  Merchandise inventories                          160,749          143,790
  Deferred income taxes                              3,975            3,975
  Prepaid expenses and other                         8,883           11,219
                                                  --------         --------
    TOTAL CURRENT ASSETS                           301,167          322,502

PROPERTY, FIXTURES AND EQUIPMENT                   660,702          623,266
  Less allowance for depreciation                 (329,925)        (315,105)
                                                  --------         --------
                                                   330,777          308,161

OTHER ASSETS                                        14,021            9,129
                                                  --------         --------
                                                  $645,965         $639,792
                                                  ========         ========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Notes payable                                   $ 43,000         $  6,500
  Accounts payable                                  65,171           59,500
  Accrued expenses                                  23,968           24,665
  Taxes on income                                   (6,765)          15,357
  Dividends payable                                  2,828            2,798
  Long-term debt and capital lease
    obligations due within one year                  9,236            8,426
                                                  --------         --------
    TOTAL CURRENT LIABILITIES                      137,438          117,246

LONG-TERM DEBT AND CAPITAL LEASE
  OBLIGATIONS - due after one year                 205,059          202,290

ACCRUED RETIREMENT COSTS                            52,566           51,105

OTHER LIABILITIES                                    7,235            6,799

SERIES PREFERRED STOCK                                   0                0

SHAREHOLDERS' EQUITY
  Common stock                                      10,572           10,461
  Other shareholders' equity                       233,095          251,891
                                                  --------         --------
    TOTAL SHAREHOLDERS' EQUITY                     243,667          262,352
                                                  --------         --------
                                                  $645,965         $639,792
                                                  ========         ========
</TABLE>

See notes to condensed consolidated financial statements.

<PAGE>

                                                                  Form 10-Q
                                                                     Page 5

                 STRAWBRIDGE & CLOTHIER AND SUBSIDIARIES
       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

<TABLE>
<CAPTION>
                                                       SIX MONTHS ENDED
                                                    -----------------------
                                                    July 29,       July 30,
                                                      1995           1994
                                                    --------       --------
<S>                                                  <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES                 $ 5,670        $14,262

NET CASH USED FOR INVESTING ACTIVITIES
  Acquisition of property, fixtures and equipment    (32,279)       (16,116)
  Changes in other assets                               (135)          (263)
                                                     -------        -------
TOTAL                                                (32,414)       (16,379)
                                                     -------        -------

NET CASH PROVIDED BY FINANCING ACTIVITIES
  Payment of long-term debt and capital lease
    obligations                                       (1,578)        (4,421)
  Increase in short-term notes payable                36,500         13,000
  Purchase of preferred stock and treasury stock        (121)          (189)
  Proceeds from issuance of common stock                 627            622
  Cash dividends                                      (5,628)        (5,568)
                                                     -------        -------
TOTAL                                                 29,800          3,444
                                                     -------        -------

CHANGE IN CASH AND EQUIVALENTS                         3,056          1,327
Cash and equivalents at beginning of period            1,575          2,860
                                                     -------        -------
CASH AND EQUIVALENTS AT END OF PERIOD                $ 4,631        $ 4,187
                                                     =======        =======
</TABLE>

See notes to condensed consolidated financial statements.

<PAGE>
                                                                  Form 10-Q
                                                                     Page 6

                  STRAWBRIDGE & CLOTHIER AND SUBSIDIARIES
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


Note A - Basis of Presentation
------------------------------

The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q.  Accordingly, they do not include all information and
footnotes required by generally accepted accounting principles for
complete financial statements.  In the opinion of management, all
adjustments (consisting only of normal recurring accruals) considered
necessary for a fair presentation have been included.  The results of
operations for the three and six months ended July 29, 1995 are not
necessarily indicative of the results that may be anticipated for the
full fiscal year.  For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's
annual report on Form 10-K for the year ended January 28, 1995.

Note B - Per Share Data
-----------------------

Earnings (loss) per share amounts are based on the weighted average
number of shares of common stock and dilutive common stock equivalents
(employee stock options) outstanding during each period, after
recognition of preferred stock dividends.

Note C - Unusual Items
----------------------

Selling and administrative expenses for the three months, six months and
trailing year ended July 29, 1995, include $3.2 million of costs
incurred in connection with an unsuccessful attempt to acquire six John
Wanamaker stores.  Preopening expenses associated with three new stores
were $.6 million for the three months ended July 29, 1995 and $1.1
million for the six months and trailing year then ended.

<PAGE>
                                                                  Form 10-Q
                                                                     Page 7

                   STRAWBRIDGE & CLOTHIER AND SUBSIDIARIES
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS
---------------------

Net sales changes in comparison to the comparable periods in the
preceding year were decreases of 1.9%, 3.3% and .4% for the three
months, six months and trailing year ended July 29, 1995, respectively.
Comparable store sales declined 3.6%, 4.1% and .8% for the three months,
six months and trailing year ended July 29, 1995, respectively.
Continued sluggish sales in women's apparel and a weakening in the
overall economic climate combined to produce the disappointing sales
results.  Additionally, the six months and trailing year periods ended
July 29, 1995, were adversely affected by a fourteen day public transit
strike in the Company's trading area.  On April 21, 1995, the Company
opened its first home furnishings store in the Concord Mall and on May
8, 1995, the Company opened its new Brandywine Clover store.  At the
beginning of the third quarter, on August 7, 1995, the Company opened a
new Clover store at the Gallery in Philadelphia.  Second half sales are
expected to be favorably impacted by new marketing and sales promotion
initiatives as well as sales produced by the new units.

Costs and expenses as a percentage of sales and the effective tax rates
were as follows:

<TABLE>
<CAPTION>
                        THREE MONTHS        SIX MONTHS         TRAILING YEAR
                           ENDED               ENDED               ENDED
                     -----------------   -----------------   -----------------
                     7/29/95   7/30/94   7/29/95   7/30/94   7/29/95   7/30/94
                     -------   -------   -------   -------   -------   -------
<S>                     <C>       <C>       <C>       <C>       <C>       <C>
Cost of sales,
including occupancy
and buying costs        78.5      76.1      77.8      76.0      75.0      74.0

Selling and adminis-
trative expenses, net
of finance charges      21.4      17.7      21.1      18.1      18.4      17.2

Depreciation             3.4       3.4       3.6       3.5       3.0       3.0

Interest                 2.2       2.2       2.2       2.2       1.9       2.0

Provision for
doubtful accounts        1.2        .8       1.3        .8       1.3        .6

Effective tax rate      35.5      33.9      35.5      34.0      27.2      34.1
</TABLE>


Cost of sales, including occupancy and buying costs, for the three
months, six months and trailing year ended July 29, 1995, reflect
increased markdowns taken to stimulate sales in the Company's highly
competitive trading area.  Selling and administrative expenses, net of
finance charges, for the three months, six months and trailing year
ended July 29, 1995, include $3.2 million of costs incurred in an
attempt to acquire six John Wanamaker stores.  Also, the increase in
selling and administrative expenses, net of finance charges, as a
percentage of sales, for all periods shown, reflects the decrease in
sales, preopening expenses for three new stores and a reduction in
finance charge income due to the sale of $50.0 million of customer
accounts receivable at the end of fiscal 1994.  This reduction in
finance charge income is approximately $.8 million for the three months
ended July 29, 1995, and $1.6 million for the six months and trailing
year ended July 29, 1995, which is offset by comparable interest expense
savings resulting from use of the sale proceeds to reduce borrowings.
The Company will consider additional sales of customer accounts
receivable as appropriate, but has none planned at this time.
Preopening expenses were $.6 million for the three months ended July 29,
1995 and $1.1 million for the six months and trailing year ended July
29, 1995.  The provision for doubtful accounts for the three months, six
months and trailing year ended July 29, 1995, increased due to higher
write-offs and increases in the reserve for doubtful accounts, which
resulted from more

<PAGE>
                                                                  Form 10-Q
                                                                     Page 8

                   STRAWBRIDGE & CLOTHIER AND SUBSIDIARIES
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS (CONT'D)


RESULTS OF OPERATIONS (CONT'D)
------------------------------

liberal credit policies instituted in fiscal years 1993 and 1992 to
stimulate credit sales and remain competitive in the credit market.  The
Company has instituted revised credit and collection policies and
procedures during fiscal year 1995 and anticipates the provision for
doubtful accounts for fiscal year 1995 to be similar to fiscal year
1994.  The increase in the effective tax rate for the three and six
months ended July 29, 1995 resulted from the expiration of the jobs tax
credit.  See Management's Discussion and Analysis of Financial Condition
and Results of Operations included in the Company's annual report on
Form 10-K for the year ended January 28, 1995 for discussion of
additional matters affecting the trailing year result.

FINANCIAL CONDITION & LIQUIDITY
-------------------------------

Operating activities generated cash flows of $5.7 million for the six
months ended July 29, 1995, compared to $14.3 million in the prior year.
The decrease is primarily a result of reduced earnings.

Anticipated capital expenditures for fiscal 1995 of $39.6 million
include the opening of the two new Clover stores and the home
furnishings store, the renovation of the Concord department store and
the renovation of the Rising Sun and the Center Square Clover stores and
other renovation projects. $32.3 million of that planned amount has been
expended during the six months ended July 29, 1995.  The Company
continually investigates potential sites for new stores, and capital
expenditure plans may change as opportunities for new stores develop.
Prior year capital expenditures of $16.1 million included the renovation
of the fourth floor of the Philadelphia store, the renovation of two
Clover stores and other renovation projects.  Cash provided by financing
activities resulted from additional short-term borrowings and was $29.8
million for the six months ended July 29, 1995, compared to $3.4 million
for the prior year period.

The ratio of current assets to current liabilities was 2.19 at the end
of the second quarter of fiscal 1995, compared to 2.75 at the end of
fiscal 1994 and 2.33 at the end of the second quarter of fiscal 1994.
The changes in working capital components such as accounts receivable,
merchandise inventories and accrued income taxes, as compared to January
28, 1995, reflect normal seasonal variations.  The increase in
short-term borrowings is primarily the result of the new stores and
sluggish sales.  Long-term debt and capital lease obligations were 45.7%
of capitalization at July 29, 1995, compared to 43.5% at January 28, 1995.

The Company believes its relations with banks and other credit sources
are good and that it has considerable flexibility in deciding how to
fund future capital expenditures and maturities of long-term debt.


                        PART II - OTHER INFORMATION

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

On May 24, 1995, the Annual Meeting of Shareholders of Strawbridge &
Clothier was held.  The shareholders elected the four individuals
nominated to the Board of Directors, two for a term of one year expiring
in 1996 and two for a term of three years expiring in 1998.  The
shareholders also approved the designation of Ernst & Young LLP as
independent auditors.  No other matters were considered at the meeting.
The number of votes cast for and withheld from the election of each
nominee is set forth below.  There were no votes against, abstentions or
broker non-votes in the election of directors.

<PAGE>
                                                                  Form 10-Q
                                                                     Page 9

                 PART II - OTHER INFORMATION (CONT'D)

Item 4. Submission of Matters to a Vote of Security Holders (cont'd)
        ------------------------------------------------------------

<TABLE>
<CAPTION>
Election of Directors:                  For                       Withheld
----------------------                  ---                       --------

<S>                                 <C>                           <C>
Term expiring in 1996:
  Richard H. Hall                   37,040,273                    209,173
  Anne C. Longstreth                36,922,522                    326,924
Term expiring in 1998:
  Francis R. Strawbridge, III       37,044,228                    205,218
  Steven L. Strawbridge             37,044,331                    205,115
</TABLE>

The number of votes cast for and against, and the number of abstentions
in the approval of the designation of Ernst & Young LLP is as follows:
For, 37,213,154; Against, 6,766; Abstain, 29,861.  There were no broker
non-votes.

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

         (a)  Exhibits:
              ---------
              None.

         (b)  Reports on Form 8-K
              -------------------
              None.


                                SIGNATURE
                                ---------

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.



                              STRAWBRIDGE & CLOTHIER
                              ---------------------------------------------
                              Registrant


Date: September 12, 1995
      ------------------


                                 /s/ Steven L. Strawbridge
                              ---------------------------------------------
                              Steven L. Strawbridge
                              Vice President, Treasurer & Secretary
                              (principal financial officer)



               SECOND
              QUARTER
               REPORT
                1995


            STRAWBRIDGE
            &  CLOTHIER

              [LOGO]

<PAGE>

To Our Shareholders:

   In the second quarter of the fiscal year 1995
ended July 29, sales were $218,551,000 compared
to $222,894,000 for the same period last year, a
decrease of 1.9%.  Comparable store sales
declined 3.6% during the quarter.  The Company
incurred a loss for the quarter of $9,079,000
compared to earnings of $244,000 in 1994.  Loss
per share was $.86 in 1995's second quarter
compared to earnings of $.02 per share last
year.  The results include a charge of $.20 per
share related to the acquisition attempt for six
John Wanamaker stores.

   For the first half of the fiscal year sales
were $417,176,000 compared to $431,197,000 last
year, a decrease of 3.3%.  Comparable store
sales declined 4.1%.  The Company incurred a
loss for the first half of $15,143,000 compared
to a loss of $744,000 last year.  Loss per share
was $1.45 in 1995 (including $.20 per share in
costs for the John Wanamaker acquisition
attempt) compared to a loss per share of $.07
in 1994.

   Continued sluggish sales in women's apparel,
and consumer confidence in our trade area
remaining meaningfully below the national
average, both contributed to the disappointing
sales results.

   Second half sales are expected to be
favorably impacted by new marketing and sales
promotion initiatives as well as by sales
produced by the Company's two new Clover stores
and its new Home Furnishings unit in Delaware.

   On August 7, 1995 the Company opened its 27th
Clover store at the Gallery at Market East in
downtown Philadelphia.  This store, occupying
two levels of the former Stern's department
store, has shown strong sales in its opening
weeks.  The Company's headquarters store, along
with the new Clover store operating within the
same enclosed shopping center, now provides a
virtually complete shopping experience to our
customers, which is unique in American large
city retailing.

s/ FRANCIS R. STRAWBRIDGE III    s/ PETER S. STRAWBRIDGE
   Chairman of the Board            President

<PAGE>

STRAWBRIDGE & CLOTHIER  [LOGO]
==============================================================================
Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
==============================================================================

<TABLE>
<CAPTION>
                   Thirteen Weeks       Twenty-six Weeks       Trailing Year
                        Ended                 Ended                Ended
                 ------------------   -------------------   ------------------
                 7/29/95    7/30/94    7/29/95    7/30/94    7/29/95   7/30/94
                 --------  --------   --------   --------   --------  --------
<S>              <C>       <C>        <C>        <C>        <C>       <C>
Net sales        $218,551  $222,894   $417,176   $431,197   $989,503  $993,643
Other income,
  net of other
  deductions          539       515      1,231      1,102      3,394     2,403
                 --------  --------   --------   --------   --------  --------
                  219,090   223,409    418,407    432,299    992,897   996,046

Cost of sales     171,470   169,517    324,630    327,587    742,294   735,117
Selling, general
  and administra-
  tive costs       46,707    39,548     87,854     78,138    181,745   171,211
Depreciation        7,534     7,477     14,882     14,931     29,538    29,401
Interest            4,800     4,818      9,005      9,355     19,201    19,929
Provision for
  doubtful
  accounts          2,655     1,680      5,514      3,415     12,380     6,015
                 --------  --------   --------   --------   --------  --------
                  233,166   223,040    441,885    433,426    985,158   961,673
                 --------  --------   --------   --------   --------  --------
Earnings (loss)
  before income
  taxes           (14,076)      369    (23,478)    (1,127)     7,739    34,373
Provision for
  income taxes
  (benefit)        (4,997)      125     (8,335)      (383)     2,106    11,710
                 --------  --------   --------   --------   --------  --------
NET EARNINGS
  (LOSS)         $ (9,079) $    244   $(15,143)  $   (744)  $  5,633  $ 22,663
                 ========  ========   ========   ========   ========  ========

NET EARNINGS
  (LOSS) PER
  SHARE            $(0.86)  $ 0.02      $(1.45)    $(0.07)     $0.54     $2.18

Average shares
  outstanding      10,498   10,402      10,480     10,393     10,456    10,378

==============================================================================
</TABLE>

NOTES: (1) New store preopening expenses had the effect of reducing earnings
           per share by $.03 and $.07 for the thirteen weeks and twenty-six
           weeks ended July 29, 1995, respectively.

       (2) Costs incurred in the attempt to acquire six John Wanamaker stores
           had the effect of reducing earnings per share $.20 for the thirteen
           and twenty-six weeks ended July 29, 1995.

<PAGE>

==============================================================
Condensed Consolidated
Balance Sheets (Unaudited)
(in thousands)
==============================================================

<TABLE>
<CAPTION>
Assets                              7/29/95            7/30/94
                                   --------           --------
<S>                                <C>                <C>
Current assets:
Cash and equivalents               $  4,631           $  4,187
Accounts receivable, net            122,929            178,050
Merchandise inventories             160,749            158,897
Other current assets                 12,858             11,744
                                   --------           --------
Total current assets                301,167            352,878
Property, fixtures and
  equipment, net                    330,777            301,644
Other assets                         14,021              6,746
                                   --------           --------
                                   $645,965           $661,268
                                   ========           ========

Liabilities and
Shareholders' Equity
Current liabilities:
Notes payable                      $ 43,000           $ 56,500
Accounts payable                     65,171             62,428
Other                                29,267             32,558
                                   --------           --------
Total current liabilities           137,438            151,486
Long-term debt and capital
  lease obligations                 205,059            204,016
Other liabilities                    59,801             59,263
Shareholders'equity                 243,667            246,503
                                   --------           --------
                                   $645,965           $661,268
                                   ========           ========
</TABLE>

<PAGE>

            DEPARTMENT STORES
      Philadelphia     Exton
           Ardmore     Christiana
       Cherry Hill     Burlington
       Springfield     Concord
  Plymouth Meeting     The Court at
         Neshaminy       King of Prussia
           Echelon     Willow Grove Park
          Concord Home Furnishings

              CLOVER STORES
           Marlton   Cheltenham
         Blackwood   Whitehall Mall
       Cinnaminson   Palmer Park
       Morrisville   Rising Sun Plaza
     Center Square   Township Line
    Baltimore Pike   Park City
          Westmont   Penrose Plaza
           Andorra   Whiteland
    Frankford Ave.     Towne Center
      Cottman Ave.   Shore Mall
        Bucks Mall   Kirkwood Plaza
       Mercerville   Ralph's Corner
       Granite Run   Brandywine
        Warrington   Gallery


    ----------------------------------

    TRANSFER AGENT AND RECORD KEEPER

     Please direct address changes
     and inquiries regarding stock
     transfer, registration and
     record keeping to:

  Chemical Mellon Shareholder Services
             P.O. Box 444
         Pittsburgh, PA 15230


<TABLE> <S> <C>

<ARTICLE>         5
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                                0
                                          0
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