SUPERIOR SURGICAL MANUFACTURING CO INC
10-Q, 1995-07-28
APPAREL & OTHER FINISHD PRODS OF FABRICS & SIMILAR MATL
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<PAGE>   1


                                  FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.
                                    20549

(Mark One)

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

For the quarter ended June 30, 1995

                                      OR

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

Commission file number 1-5869-1

                       SUPERIOR SURGICAL MFG. CO., INC.

Incorporated - New York                             Employer Identification No.
                                                             11-1385670



                           10099 Seminole Boulevard
                             Post Office Box 4002
                         Seminole, Florida 34642-0002
                         Telephone No.: 813-397-9611



         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 the date of this report, the registrant had 8,363,552 common
shares outstanding.


                                                                    Page 1 of 11

<PAGE>   2

                         PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

                        SUPERIOR SURGICAL MFG. CO., INC.
                        CONDENSED SUMMARY OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                            Three Months Ended June 30,
                                                                                            ---------------------------
                                                                                               1995            1994   
                                                                                            -----------     -----------
                                                                                                    (Unaudited)
<S>                                                                                         <C>             <C>
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         $33,045,056     $35,873,454
                                                                                            -----------     -----------
Costs and expenses:
   Cost of goods sold   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         $22,075,331     $23,822,608
   Selling and administrative expenses  . . . . . . . . . . . . . . . . . . . . . .           7,494,238       7,238,773
   Interest expense   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             231,861         213,420
                                                                                            -----------     -----------
                                                                                            $29,801,430     $31,274,801
                                                                                            -----------     -----------

Earnings before taxes on income . . . . . . . . . . . . . . . . . . . . . . . . . .         $ 3,243,626     $ 4,598,653
Taxes on income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,230,000       1,745,000
                                                                                            -----------     -----------

Net earnings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         $ 2,013,626     $ 2,853,653
                                                                                            ===========     ===========

Weighted average number of shares out-
   standing during the period   . . . . . . . . . . . . . . . . . . . . . . . . . .           8,363,552 Shs.  8,897,552 Shs.

   Net earnings per common share  . . . . . . . . . . . . . . . . . . . . . . . . .         $      0.24     $      0.32
                                                                                            ===========     ===========

   Cash dividends declared per common
      share   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         $      0.09     $      0.08
                                                                                            ===========     ===========
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                             Six Months Ended June 30,
                                                                                           ----------------------------
                                                                                              1995              1994   
                                                                                           -----------      -----------
                                                                                                     (Unaudited)
<S>                                                                                         <C>             <C>
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         $67,161,977     $67,780,895
                                                                                            -----------     -----------
Costs and expenses:
   Cost of goods sold   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         $44,762,126     $45,138,655
   Selling and administrative expenses  . . . . . . . . . . . . . . . . . . . . . .          15,107,935      14,347,210
   Interest expense   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             446,973         486,755
                                                                                            -----------     -----------
                                                                                            $60,317,034     $59,972,620
                                                                                            -----------     -----------

Earnings before taxes on income . . . . . . . . . . . . . . . . . . . . . . . . . .         $ 6,844,943     $ 7,808,275
Taxes on income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,600,000       2,965,000
                                                                                            -----------     -----------

Net earnings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         $ 4,244,943     $ 4,843,275
                                                                                            ===========     ===========

Weighted average number of shares out-
   standing during the period   . . . . . . . . . . . . . . . . . . . . . . . . . .           8,363,552 Shs.  8,858,271 Shs.

   Net earnings per common share  . . . . . . . . . . . . . . . . . . . . . . . . .         $      0.51     $      0.55
                                                                                            ===========     ===========

   Cash dividends declared per common
      share   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         $      0.18     $      0.16
                                                                                            ===========     ===========
</TABLE>

The results of the six months ended June 30, 1995 are not necessarily indicative
of results to be expected for the full year ending December 31, 1995.


                                                                    Page 2 of 11

<PAGE>   3

                        SUPERIOR SURGICAL MFG. CO., INC.
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                        ASSETS
                                                        ------

                                                                                             June 30,
                                                                                               1995           December 31,
                                                                                           (Unaudited)            1994
                                                                                           ------------       ------------
                                                                                                                  (1)
<S>                                                                                        <C>                <C>
CURRENT ASSETS:
     Cash and certificates of deposit   . . . . . . . . . . . . . . . . . . . . .          $ 10,384,673       $ 11,233,700
     Accounts receivable and other current assets   . . . . . . . . . . . . . . .            23,175,880         24,231,606
     Inventories* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            44,863,132         40,991,963
                                                                                           ------------       ------------

          TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . .          $ 78,423,685       $ 76,457,269

PROPERTY, PLANT AND EQUIPMENT . . . . . . . . . . . . . . . . . . . . . . . . . .            26,799,879         26,234,749
EXCESS OF COST OVER FAIR VALUE OF
     ASSETS ACQUIRED  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               825,252            827,577
OTHER ASSETS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             1,538,346          1,344,790
                                                                                           ------------       ------------
                                                                                           $107,587,162       $104,864,385
                                                                                           ============       ============


                                         LIABILITIES AND SHAREHOLDERS' EQUITY
                                         ------------------------------------

CURRENT LIABILITIES:
     Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          $  7,926,284       $  7,471,452
     Other current liabilities  . . . . . . . . . . . . . . . . . . . . . . . . .             3,613,454          4,090,013
     Current portion of long-term debt  . . . . . . . . . . . . . . . . . . . . .               600,000            600,000
                                                                                           ------------       ------------

          TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . .          $ 12,139,738       $ 12,161,465

LONG-TERM DEBT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            18,300,000         18,600,000
LIABILITY FOR DISPUTE SETTLEMENT  . . . . . . . . . . . . . . . . . . . . . . . .             2,250,000          2,250,000
DEFERRED INCOME TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             1,220,000            915,000
SHAREHOLDERS' EQUITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            73,677,424         70,937,920
                                                                                           ------------       ------------
                                                                                           $107,587,162       $104,864,385
                                                                                           ============       ============


</TABLE>

*  Inventories consist of the following:


<TABLE>
<CAPTION>
                                                                                             June 30,  
                                                                                               1995           December 31,
                                                                                           (Unaudited)            1994
                                                                                           ------------       ------------
     <S>                                                                                   <C>                <C>
     Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          $ 25,984,967       $ 23,887,026
     Work in process  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             4,042,039          4,306,872
     Raw materials  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            14,836,126         12,798,065
                                                                                           ------------       ------------
                                                                                           $ 44,863,132       $ 40,991,963
                                                                                           ============       ============

</TABLE>

(1)   The balance sheet as of December 31, 1994 has been taken from the audited
      financial statement as of that date and has been condensed.



                                                                    Page 3 of 11
<PAGE>   4

                        SUPERIOR SURGICAL MFG. CO., INC.
                             SUMMARY OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                               Six Months Ended June 30,
                                                                                            ------------------------------
                                                                                               1995               1994
                                                                                            -----------        -----------
                                                                                                     (Unaudited)
<S>                                                                                         <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           $ 4,244,943        $ 4,843,275
     Adjustments to reconcile net earnings to net
          cash provided by operating activities:
               Depreciation and amortization  . . . . . . . . . . . . . . . . . .             1,712,053          1,278,958
               Deferred income taxes  . . . . . . . . . . . . . . . . . . . . . .               305,000            115,000
               Changes in assets and liabilities:
                   Accounts receivable and other current
                     assets   . . . . . . . . . . . . . . . . . . . . . . . . . .             1,055,726         (3,700,995)
                   Inventories  . . . . . . . . . . . . . . . . . . . . . . . . .            (3,871,169)           693,060
                   Accounts payable   . . . . . . . . . . . . . . . . . . . . . .               454,832            635,607
                   Other current liabilities  . . . . . . . . . . . . . . . . . .              (476,559)         1,389,219
                                                                                            -----------        -----------

     Net cash flows provided from operating
          activities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           $ 3,424,826        $ 5,254,124
                                                                                            -----------        -----------


CASH FLOWS FROM INVESTING ACTIVITIES
     Additions to property, plant and equipment   . . . . . . . . . . . . . . . .           $(2,274,858)       $(5,638,299)
     Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              (193,556)            75,644
                                                                                            -----------        -----------

     Net cash (used) in investing activities  . . . . . . . . . . . . . . . . . .           $(2,468,414)       $(5,562,655)
                                                                                            -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Increase in long-term debt   . . . . . . . . . . . . . . . . . . . . . . . .           $         -        $15,000,000
     Reduction in long-term debt  . . . . . . . . . . . . . . . . . . . . . . . .              (300,000)          (455,000)
     Declaration of cash dividends  . . . . . . . . . . . . . . . . . . . . . . .            (1,505,439)        (1,423,608)
     Proceeds received on exercise of stock options   . . . . . . . . . . . . . .                     -          1,663,694
                                                                                            -----------        -----------

     Net cash (used) provided in financing activities . . . . . . . . . . . . . .           $(1,805,439)       $14,785,086
                                                                                            -----------        -----------

          Net (decrease) increase in cash and
               certificates of deposit  . . . . . . . . . . . . . . . . . . . . .           $  (849,027)       $14,476,555

Cash and certificates of deposit balance,
     beginning of year  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            11,233,700          3,030,013
                                                                                            -----------        -----------

Cash and certificates of deposit balance,
     end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            $10,384,673        $17,506,568
                                                                                            ===========        ===========
</TABLE>



                                                                    Page 4 of 11
<PAGE>   5

                        SUPERIOR SURGICAL MFG. CO., INC.
                NOTES TO SUMMARIZED INTERIM FINANCIAL STATEMENTS


Note 1 - Summary of Significant Interim Accounting Policies:

     a)     Recognition of costs and expenses

Costs and expenses other than product costs are charged to income in interim
periods as incurred, or allocated among interim periods based on an estimate of
time expired, benefit received or activity associated with the periods.
Procedures adopted for assigning specific cost and expense items to an interim
period are consistent with the bases followed by the registrant in reporting
results of operations at annual reporting dates.  However, when a specific cost
or expense item charged to expense for annual reporting purposes benefits more
than one interim period, the cost or expense item is allocated to the interim
periods.

     b)     Inventories

Inventories at interim dates are determined by using both perpetual records and
gross profit calculations.

     c)     Accounting for income taxes

The provision for income taxes is calculated by using the effective tax rate
anticipated for the full year.

     d)     Earnings per share

Earnings per share have been computed based on the weighted average number of
shares outstanding during each period.  The exercise of outstanding stock
options would not have a significant effect on earnings per share.





                                                                    Page 5 of 11

<PAGE>   6

Note 2 - Dispute with Governmental Agency:

The Company has been advised that it is a target of a Federal criminal
investigation relating to a previously reported dispute involving alleged false
statements and false claims purportedly made in connection with contracts
ostensibly awarded by the U.S. Department of Veterans Affairs.  A former vice
president of the Company has entered into a plea agreement with Federal
authorities in connection with this matter; the specific terms and conditions of
which are not known to the Company. Federal authorities are also pursuing a
civil investigation of the Company relating to these matters.  The dispute does
not involve the integrity of the Company's products.

The Company is cooperating with these investigations, and settlement
discussions are continuing.  The Company previously offered to settle all
potential charges relating to these matters and in 1993 recorded a liability in
that amount which is reflected in its financial statements.  That offer,
however, was rejected by Federal authorities.  While the Company has further
concluded that it possesses specific defenses which will be vigorously asserted
in the event the parties are unable to arrive at a negotiated settlement, the
Company is unable to estimate the outcome of this uncertainty.

Additionally, in the event the Company is indicted or convicted on criminal
charges, or if significant civil damages are pursued, certain collateral
consequences are likely to result, such as suspension or debarment from the
award of future Federal government contracts.  The Company believes that a
suspension or debarment in connection with Federal government contracts would
not have a material adverse effect on the Company; however, such action may
also impede the Company's ability to receive certain contracts awarded under
various Federal grant and other non-procurement programs.  The precise impact
of any potential exclusion under various Federal grant and other
non-procurement programs is not clear.


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

The interim information contained above is not certified or audited; it
reflects all adjustments (consisting of normal recurring accruals) which are,
in the opinion of management, necessary to a fair statement of the operating
results for the periods presented, stated on a basis consistent with that of
the audited financial statements.

The financial information included in this form has been reviewed by Deloitte &
Touche LLP, independent certified public accountants; such review was made in
accordance with established professional standards and procedures for such a
review.

All financial information has been prepared in accordance with the accounting
principles or practices reflected in the financial statements for the year
ended December 31, 1994, filed with the Securities and Exchange Commission.
Reference is hereby made to registrant's Financial Statements for 1994,
heretofore filed with registrant's Form 10-K.


                                                                    Page 6 of 11

<PAGE>   7

DELOITTE & TOUCHE LLP (LOGO)



BOARD OF DIRECTORS
Superior Surgical Mfg. Co., Inc.
Seminole, Florida


We have reviewed the accompanying condensed balance sheet of Superior Surgical
Mfg. Co., Inc. (the "Company") as of June 30, 1995, and the condensed summaries
of operations for the three-months and six-months ended June 30, 1995 and 1994
and cash flows for the six-months ended June 30, 1995 and 1994.  This condensed
financial information is the responsibility of the Company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters.  It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed financial information for them to be in
conformity with generally accepted accounting principles.

As discussed in Note 2 to the condensed financial statements, the Company is
engaged in a dispute with an agency of the U.S. Government.

We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of December 31, 1994, and the related
statements of earnings, shareholders' equity, and cash flows for the year then
ended (not presented herein); and in our report dated February 24, 1995, we
expressed an unqualified opinion with two explanatory paragraphs relating to an
uncertainty of a dispute with an agency of the U.S. Government and a change in
the Company's method of accounting for income taxes on those financial
statements.  In our opinion, the information set forth in the accompanying
condensed balance sheet as of December 31, 1994 is fairly stated, in all
material respects, in relation to the balance sheet from which it has been
derived.


Deloitte & Touche LLP

July 21, 1995


                                                                    Page 7 of 11

<PAGE>   8

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

Results of Operations

Net sales of the registrant increased by approximately 7% in the first quarter
of 1995 compared to the first quarter of 1994 due to new customers and new
uniform programs.  For the second quarter of 1995 compared to the second
quarter of 1994, sales decreased by approximately 8% due to a general slowdown
in the economic activities in the marketplaces served by the registrant.
Accordingly, for the six months ended June 30, 1995, sales were approximately
1% less than the six months ended June 30, 1994.

Cost of goods sold approximated 66.6% for the six months ended June 30, 1995
and 1994.

Selling and administrative expenses, as a percentage of sales, were
approximately 21.9% for the first six months of 1995 and 1994.

Interest expense of $446,973 for the six month period ended June 30, 1995
decreased 8% from $486,755 for the similar period ended June 30, 1994 due to
repayment of debt.

Net earnings decreased 29% to $2,013,626 for the three months ended June 30,
1995 as compared to net earnings of $2,853,653 for the same period ended June
30, 1994 as a result of decreased sales and higher costs.

Accounts receivable and other current assets decreased 4% from $24,231,606 on
December 31, 1994 to $23,175,880 as of June 30, 1995 primarily due to decreased
sales.

Inventories as of June 30, 1995 increased 9% to $44,863,132 from $40,991,963 on
December 31, 1994 mainly to support expected future customer demand.

Accounts payable increased 6% from $7,471,452 on December 31, 1994 to
$7,926,284 on June 30, 1995 primarily due to increases in purchases of
inventories.

The registrant's current portion of long-term debt of $600,000 and long-term
debt of $18,300,000 for June 30, 1995 is $300,000 less than it was at December
31, 1994, due to scheduled repayments of debt.

See Note 2 of Notes to Summarized Interim Financial Information for a
contingency resulting from a dispute which may have an effect on future
operating results.

The provision for dispute settlement in the amount of $2,250,000 in 1993
involves certain sales by the Company to an agency of the Federal government as
previously reported.  The government has yet to make any claim in connection
with the dispute.  While management continues to believe that the Company has
complied with the terms and conditions of its obligations with the government,
the Company sought resolution of the dispute by offering $2,250,000 ($1,415,000
net of tax effect) for full and complete settlement of the matter.  The Company
elected to accrue the offered amount for the fourth quarter of 1993 which
represents an after tax charge against earnings of approximately $.16 per
share.  The offer of settlement has been rejected by the government.  While the
future impact is unclear, the dispute and Federal investigation concerning the
dispute may have an adverse effect on future sales and a material, one-time
payment may be necessary to resolve this matter.

Liquidity and Capital Resources

Cash and certificates of deposit decreased by $849,027 from $11,233,700 on
December 31, 1994 to $10,384,673 as of June 30, 1995.  The change is primarily
a result of normal operations.  Additionally, as of June 30, 1995, under its
existing revolving Credit Agreement, the registrant had $9,000,000 available to
it.  The registrant has

                                                                    Page 8 of 11

<PAGE>   9

Liquidity and Capital Resources (CON'T)

operated without hindrance or restraint with its present working capital, as
income generated from operations and outside sources of credit, both trade and
institutional, has been more than adequate.

In the foreseeable future, the registrant will continue its ongoing capital
expenditure program designed to maintain and improve its facilities.  The
registrant at all times evaluates its capital expenditure program in light of
prevailing economic conditions.  The registrant believes that its cash flow
from operating activities together with other capital resources and funds from
credit sources will be adequate to meet its funding requirements for the
foreseeable future.


                          PART II - OTHER INFORMATION

ITEM 1.    Legal Proceedings.

     The Company has been advised that it is a target of a Federal criminal
investigation relating to a previously reported dispute involving alleged false
statements and false claims purportedly made in connection with contracts
ostensibly awarded by the U.S. Department of Veterans Affairs.  The
investigation is also evaluating actions by agents of the Company in connection
with the matter, including those of Gerald M. Benstock, a Director of the
Company.  A former vice president of the Company has entered into a plea
agreement with Federal authorities in connection with this matter, the specific
terms and conditions of which are not known to the Company.  Federal authorities
are also pursuing a civil investigation of the Company relating to these
matters.  The dispute does not involve the integrity of the Company's products.

     The Company is cooperating with these investigations, and settlement
discussions are continuing.  The Company previously offered to settle all
potential charges relating to these matters and in 1993 recorded a liability in
that amount which is reflected in its financial statements.  That offer,
however, was rejected by Federal authorities.  While the Company has further
concluded that it possesses specific defenses which will be vigorously asserted
in the event the parties are unable to arrive at a negotiated settlement, the
Company is unable to estimate the outcome of this uncertainty.

     Additionally, in the event the Company is indicted or convicted on
criminal charges, or if significant civil damages are pursued, certain
collateral consequences are likely to result, such as suspension or debarment
from the award of future Federal government contracts.  the Company believes
that a suspension or debarment in connection with Federal government contracts
would not have a material adverse effect on the Company; however, such action
may also impede the Company's ability to receive certain contracts awarded under
various Federal grant and other non-procurement programs.  The precise impact of
any potential exclusion under various Federal grant and other non-procurement
programs is not clear.

ITEM 2.    Changes in Securities

     None.

ITEM 3.    Defaults Upon Senior Securities

     Inapplicable.

ITEM 4.    Submission of matters to a vote of security-holders

     The Annual Meeting of Shareholders was held on May 1, 1995.  Of the
8,363,552 shares outstanding and entitled to vote at the meeting, 7,230,783
shares were present at the meeting, in person or by proxy.  At the meeting the
shareholders:


                                                                    Page 9 of 11

<PAGE>   10

    a)        Voted for the nomination of all proposed Directors being, Messrs.
              G.M. Benstock, A.D. Schwartz, M. Benstock, S. Schechter, 
              P. Benstock, T.K. Riden and M. Gaetan, PhD.  The votes on all
              directors nominated were as follows:

<TABLE>
<CAPTION>
              Nominee                                 Votes For:                                   Votes Withheld:
              -------                                 ----------                                   ---------------
              <S>                                     <C>                                              <C>
              Gerald M. Benstock                      7,149,913                                        80,870
                                                      ---------                                        ------
                                                                                                             
              Saul Schechter                          7,152,453                                        78,330
                                                      ---------                                        ------
                                                                                                             
              Alan D. Schwartz                        7,153,313                                        77,470
                                                      ---------                                        ------
                                                                                                             
              Michael Benstock                        7,150,453                                        80,330
                                                      ---------                                        ------
                                                                                                             
              Peter Benstock                          7,151,414                                        79,369
                                                      ---------                                        ------
                                                                                                             
              Manuel Gaetan                           7,140,254                                        90,529
                                                      ---------                                        ------
                                                                                                             
              Thomas K. Riden                         7,134,654                                        96,129
                                                      ---------                                        ------
                                                                                                             
</TABLE>

    b)        Ratified the appointment of Deloitte & Touche LLP, independent
              certified public accountants, as auditors for the Company's
              financial statements for the year ending December 31, 1995 with
              7,179,352 votes for the motion, 32,415 votes against and 19,016
              votes abstaining.

ITEM 5.       Other Information

    Inapplicable.

ITEM 6.       Exhibits and Reports on Form 8-K

    a)        Exhibits

              15    Letter re: Unaudited Interim Financial Information
              27    Financial Data Schedule (for SEC use only)

    b)        Reports on Form 8-K

              None.



                                   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.

Date:  July 28, 1995                   SUPERIOR SURGICAL MFG. CO., INC.
                                       
                                       By /s/ Gerald M. Benstock
                                          ------------------------------------
                                          Gerald M. Benstock
                                          Chairman and Chief Executive Officer
                                       
                                       By /s/ John W. Johansen
                                          ------------------------------------
                                          John W. Johansen
                                          Chief Financial Officer and Principal
                                          Accounting Officer, Sr. Vice President
                                          and Treasurer
                                       


                                                                   Page 10 of 11


<PAGE>   1

                                                                      EXHIBIT 15



LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION

BOARD OF DIRECTORS
Superior Surgical Mfg. Co., Inc.
Seminole, Florida


We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Superior Surgical Mfg. Co., Inc. for the periods ended June 30,
1995 and 1994, as indicated in our report dated July 21, 1995 (which includes
an explanatory paragraph relating to a dispute with an agency of the U.S.
Government); because we did not perform an audit, we expressed no opinion on
that information.

We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, is
incorporated by reference in Registration Statement No. 2-85796 on Form S-8.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.



Deloitte & Touche LLP
- ---------------------
Deloitte & Touche LLP

July 21, 1995


                                                                   Page 11 of 11



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               JUN-30-1995
<EXCHANGE-RATE>                                      1
<CASH>                                      10,384,673
<SECURITIES>                                         0
<RECEIVABLES>                               23,175,880
<ALLOWANCES>                                         0
<INVENTORY>                                 44,863,132
<CURRENT-ASSETS>                            78,423,685
<PP&E>                                      26,799,879
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                             107,587,162
<CURRENT-LIABILITIES>                       12,139,738
<BONDS>                                     18,300,000
<COMMON>                                     8,363,552
                                0
                                          0
<OTHER-SE>                                  64,052,965
<TOTAL-LIABILITY-AND-EQUITY>               107,587,162
<SALES>                                     67,161,977
<TOTAL-REVENUES>                                     0
<CGS>                                       44,762,126
<TOTAL-COSTS>                               60,317,034
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             446,973
<INCOME-PRETAX>                              6,844,943
<INCOME-TAX>                                 2,600,000
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 4,244,943
<EPS-PRIMARY>                                     0.51
<EPS-DILUTED>                                     0.51
        

</TABLE>


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