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Sixth Amendment To Credit Agreement - DESTINATION MATERNITY CORP - 5-14-1997

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Sixth Amendment To Credit Agreement - DESTINATION MATERNITY CORP - 5-14-1997 Powered By Docstoc
					EXHIBIT 10.1 SIXTH AMENDMENT TO CREDIT AGREEMENT dated as of April 16, 1997 by and among Mothers Work, Inc., a Delaware corporation ("MWI") on its own behalf and as successor, by merger, to Motherhood Maternity Shops, Inc., a Delaware corporation ("Motherhood"), Cave Springs, Inc., a Delaware corporation ("Cave"), The Page Boy Company, Inc., a Delaware corporation ("Page Boy") and Mothers Work (R.E.), Inc., a Pennsylvania corporation ("MW-RE") (each, a "Borrower", and collectively, jointly and severally, the "Borrowers"), and CoreStates Bank, N.A., successor to Meridian Bank ("Bank"). BACKGROUND The Borrowers and the Bank are parties to a Credit Agreement dated as of August 1, 1995, as first amended September 1, 1995, as second amended January 25, 1996, as third amended May 31, 1996, as fourth amended September 30, 1996 and as fifth amended January 31, 1997 (the "Credit Agreement") pursuant to which the Bank established, in favor of the Borrowers, a credit facility in an aggregate principal amount of $24,094,684.93, subject to the terms and conditions set forth therein. Borrowers have requested the Bank to modify certain of the terms of the Credit Agreement, including certain of the financial covenants set forth in the Credit Agreement, which the Bank is willing to do, all on the terms and conditions set forth herein. Capitalized terms used herein, and not otherwise defined, shall have the meanings ascribed to them in the Credit Agreement. AGREEMENTS The parties hereto, intending to be legally bound, hereby agree: 1. Section 1.01 of the Credit Agreement shall be modified by deleting the definition of "Revolving Credit Termination Date" found therein, and by substituting therefor the following: "Revolving Credit Termination Date" shall mean the earlier to occur of (i) July 31, 1999, and (ii) such date as the Revolving Credit Loan shall otherwise be payable in full and the Revolving Credit Commitment shall terminate, expire or be cancelled in accordance with the terms of this Agreement. 2. Section 7.07 of the Credit Agreement shall be amended by deleting the language found therein in its entirety, and by substituting therefor the following: "SECTION 7.07. Total Senior Funded Debt to Operating Cash Flow Ratio. Permit, at any time, the ratio of (x)

Total Senior Funded Debt of MWI and its Subsidiaries on a Consolidated basis, to (y) Operating Cash Flow of MWI and its Subsidiaries on a Consolidated basis for the four most recent consecutive fiscal quarters ending on or immediately preceding such date of determination to be greater than the respective amounts set forth below for the periods indicated:
Period -----During the Fiscal Quarter ending March 31, 1997 During the Fiscal Quarter ending June 30, 1997 During the Fiscal Quarter ending Sept. 30, 1997 During the Fiscal Quarter ending Dec. 31, 1997 During the Fiscal Quarter ending March 31, 1998 Ratio ----5.25:1.00

5.75:1.00

5.25:1.00

4.85:1.00

4.85:1.00

Total Senior Funded Debt of MWI and its Subsidiaries on a Consolidated basis, to (y) Operating Cash Flow of MWI and its Subsidiaries on a Consolidated basis for the four most recent consecutive fiscal quarters ending on or immediately preceding such date of determination to be greater than the respective amounts set forth below for the periods indicated:
Period -----During the Fiscal Quarter ending March 31, 1997 During the Fiscal Quarter ending June 30, 1997 During the Fiscal Quarter ending Sept. 30, 1997 During the Fiscal Quarter ending Dec. 31, 1997 During the Fiscal Quarter ending March 31, 1998 During the Fiscal Quarter ending June 30, 1998 During the Fiscal Quarter ending Sept. 30, 1998 During the Fiscal Quarter ending Dec. 31, 1998 During the Fiscal Quarter ending March 31, 1999, and thereafter Ratio ----5.25:1.00

5.75:1.00

5.25:1.00

4.85:1.00

4.85:1.00

4.85:1.00

4.60:1.00

4.50:1.00

4.50:1.00

provided, however, that for purposes of these calculations, any charges incurred in any fiscal period resulting from the application of FASB 121 (Accounting for the Impairment of Long-Lived Assets, and Long-Lived Assets to be Disposed Of) shall not be included for purposes of determining Net Income for that period. 3. Section 7.08 of the Credit Agreement shall be amended by deleting the language found therein in its entirety, and by substituting therefor the following: SECTION 7.08. Ratio of Operating Cash Flow to Interest Expense, Current Portion of Long-Term Debt and Capital Expenditures. Permit, at any time, the ratio of Operating Cash Flow of MWI and its Subsidiaries on a -2-

Consolidated basis for the four most recent consecutive fiscal quarters ending on or immediately preceding such date of determination to the aggregate of (x) the Interest Expense plus (y) the Capital Expenditures incurred during the same four most recent fiscal quarters, plus (z) the Current Portion of Long-Term Debt, calculated as of the date of such determination, to be less than the respective amounts set forth below for the periods indicated:
Period -----During the Fiscal Quarter ending March 31, 1997 During the Fiscal Quarter ending June 30, 1997 During the Fiscal Quarter ending Sept. 30, 1997 During the Fiscal Quarter Ratio ----0.70:1.00

0.70:1.00

0.80:1.00

Consolidated basis for the four most recent consecutive fiscal quarters ending on or immediately preceding such date of determination to the aggregate of (x) the Interest Expense plus (y) the Capital Expenditures incurred during the same four most recent fiscal quarters, plus (z) the Current Portion of Long-Term Debt, calculated as of the date of such determination, to be less than the respective amounts set forth below for the periods indicated:
Period -----During the Fiscal Quarter ending March 31, 1997 During the Fiscal Quarter ending June 30, 1997 During the Fiscal Quarter ending Sept. 30, 1997 During the Fiscal Quarter ending Dec. 31, 1997 During the Fiscal Quarter ending March 31, 1998 During the Fiscal Quarter ending June 30, 1998 During the Fiscal Quarter ending Sept. 30, 1998 During the Fiscal Quarter ending Dec. 31, 1998 During the Fiscal Quarter ending March 31, 1999, and thereafter Ratio ----0.70:1.00

0.70:1.00

0.80:1.00

0.90:1.00

1.00:1.00

1.00:1.00

1.10:1.00

1.20:1.00

1.30:1.00

provided, however, that for purposes of these calculations, any charges incurred in any fiscal period resulting from the application of FASB 121 (Accounting for the Impairment of Long-Lived Assets, and Long-Lived Assets to be Disposed Of) shall not be included for purposes of determining Net Income for that period. 4. Section 7.09 of the Credit Agreement shall be amended by deleting the language found therein in its entirety, and by substituting therefor the following: "SECTION 7.09. Current Ratio. Permit the ratio of the Current Assets to the Current Liabilities to, at any -3-

time, be less than the respective amounts set forth below for the periods indicated:
Period -----During the Fiscal Quarter ending March 31, 1997 During the Fiscal Quarter ending June 30, 1997 During the Fiscal Quarter ending Sept. 30, 1997 During the Fiscal Quarter ending Dec. 31, 1997, and thereafter Ratio ----1.90:1.00

2.00:1.00

2.10:1.00

2.25:1.00

time, be less than the respective amounts set forth below for the periods indicated:
Period -----During the Fiscal Quarter ending March 31, 1997 During the Fiscal Quarter ending June 30, 1997 During the Fiscal Quarter ending Sept. 30, 1997 During the Fiscal Quarter ending Dec. 31, 1997, and thereafter Ratio ----1.90:1.00

2.00:1.00

2.10:1.00

2.25:1.00

5. Section 7.10 of the Credit Agreement shall be amended by deleting the language found therein in its entirety, and by substituting therefore the following: "SECTION 7.10. Net Income. Permit Net Income of MWI and its Subsidiaries on a Consolidated basis to be less than zero (i) for any fiscal year, commencing with the fiscal year ending September 30, 1998 or (ii) in any two consecutive fiscal quarters, commencing with the fiscal quarter ending December 31, 1997." 6. Each of the Borrowers covenants and agrees with the Bank that until the payment of all Obligations, the termination or expiration of all Letters of Credit and the Premises Letter of Credit and payment in full of all (i) principal of and interest on all Notes, (ii) amounts under any Letter of Credit and the Premises Letter of Credit, and (iii) fees, expenses and other payment Obligations then being due and payable hereunder, it will not permit the Operating Cash Flow of MWI and its Subsidiaries on a Consolidated basis, as of the end of any twelve month period ending on, or immediately preceding, the dates set forth below, to be less than the amounts set forth below:
For the Twelve Month Period Ending: -------------------March 31, 1997 April 30, 1997 May 31, 1997 June 30, 1997 Minimum Operating Cash Flow ----------------$20,500,000 $20,500,000 $20,500,000 $19,000,000

-4July 31, 1997 August 31, 1997 September 30, 1997 October 31, 1997 November 30, 1997 December 31, 1997 January 31, 1998 February 28, 1998 March 31, 1998 April 30, 1998, $19,000,000 $19,500,000 $21,000,000 $21,500,000 $22,000,000 $23,000,000 $23,500,000 $24,000,000 $26,500,000 $28,000,000

July 31, 1997 August 31, 1997 September 30, 1997 October 31, 1997 November 30, 1997 December 31, 1997 January 31, 1998 February 28, 1998 March 31, 1998 April 30, 1998, May 31, 1998, and thereafter

$19,000,000 $19,500,000 $21,000,000 $21,500,000 $22,000,000 $23,000,000 $23,500,000 $24,000,000 $26,500,000 $28,000,000

$30,000,000

provided, however, that for purposes of these calculations, any charges incurred in any fiscal period resulting from the application of FASB 121 (Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of) shall not be included for purposes of determining Net Income for that period. The failure of the Borrowers to comply with the Minimum Operating Cash Flow covenant set forth in this Section 6 shall not, of itself, constitute a default or an Event of Default under the Credit Agreement. If the Borrowers shall fail to comply with the terms of this Section 6, or in the event that the Borrowers shall fail to comply with any of the covenants set forth in Sections 7.07, 7.08, 7.09 or 7.10 of the Credit Agreement, as amended, the Borrowers shall, immediately upon the written request of the Bank, (i) obtain an appraisal, from a reputable appraiser mutually acceptable to the Bank and the Borrowers, of the value of all its inventory, which appraisal shall be delivered to the Bank within thirty (30) days after the Bank shall have provided written notice with respect thereto to the Borrowers, or any of them, and (ii) grant to the Bank a first priority, perfected security interest in all Borrowers' raw material inventory, wherever located, pursuant to documents, instruments or agreements satisfactory to the Bank in its sole discretion, and substantially similar to the Security Agreement executed in connection with the Credit Agreement and, in furtherance thereof, execute and deliver to the Bank such UCC-1 financing statements or similar recordable documents, which the Bank shall request. The remedies set forth in this Section 6 with respect to a failure to comply with the covenants set forth in Sections 7.07, 7.08, 7.09 or 7.10 shall be in addition to, and -5-

not in substitution or waiver of, the remedies set forth in the Credit Agreement, or in any Loan Document. 7. As a condition to the execution and delivery of this Sixth Amendment to Credit Agreement, the Borrowers shall deliver to the Bank, in form and content satisfactory to the Bank and its counsel, the following documents, instruments or payments: (a) A certified copy of resolutions adopted by the Board of Directors of each of the Borrowers authorizing the execution, delivery and performance of this Sixth Amendment, and all of the documents and instruments required by the Bank for the implementation of this Agreement; (b) The favorable written opinion of Pepper, Hamilton & Scheetz, counsel to the Borrowers, substantially in the form of Exhibit "A" hereto, dated the date of this Sixth Amendment, addressed to the Bank and satisfactory to it; and (c) An amendment fee in the amount of $25,000. 8. The Borrowers hereby:

not in substitution or waiver of, the remedies set forth in the Credit Agreement, or in any Loan Document. 7. As a condition to the execution and delivery of this Sixth Amendment to Credit Agreement, the Borrowers shall deliver to the Bank, in form and content satisfactory to the Bank and its counsel, the following documents, instruments or payments: (a) A certified copy of resolutions adopted by the Board of Directors of each of the Borrowers authorizing the execution, delivery and performance of this Sixth Amendment, and all of the documents and instruments required by the Bank for the implementation of this Agreement; (b) The favorable written opinion of Pepper, Hamilton & Scheetz, counsel to the Borrowers, substantially in the form of Exhibit "A" hereto, dated the date of this Sixth Amendment, addressed to the Bank and satisfactory to it; and (c) An amendment fee in the amount of $25,000. 8. The Borrowers hereby: (a) acknowledge and agree that all of their representations, warranties and covenants contained in the Credit Agreement and/or in the Loan Documents, as amended hereby, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof, except as set forth on Schedule 8(a) attached to this Sixth Amendment; provided, however, that with respect to the dates set forth in certain representations, such dates shall be updated as follows: (i) in Section 4.05, the referenced date shall be September 30, 1996; (ii) in Section 4.07(a), the referenced date for consolidated balance sheet shall be September 30, 1996; (iii) in Section 4.07(b), the referenced date shall be 1997; and (iv) in Section 4.07(c), the referenced 1995 Fiscal Year and 1996 Fiscal Year shall be changed to 1996 Fiscal Year and 1997 Fiscal Year, respectively. (b) acknowledge and agree that they have no defense, set-off, counterclaim or challenge against the payment of any sums owing under the Credit Agreement or the Loan Documents or the Obligations, or the enforcement of any of the terms of the Credit Agreement or the Loan Documents, as amended hereby; and -6-

(c) represent and warrant that no Event of Default, as defined in the Credit Agreement, exists or will exist upon the delivery of notice, passage of time or both. 9. The Borrowers will pay all of Bank's out-of-pocket costs and expenses incurred in connection with the review, preparation, negotiation, documentation and closing of this Sixth Amendment and the consummation of the transactions contemplated herein, including, without limitation, fees, expenses and disbursements of counsel retained by Bank and all fees related to filings, recording of documents and searches, appraisal costs, whether or not the transactions contemplated hereunder are consummated. 10. All other terms and conditions of the Credit Agreement and of the Loan Documents, not inconsistent with the terms hereof, shall remain in full force and effect and are hereby ratified and confirmed by the Borrowers. IN WITNESS WHEREOF, the Borrowers and the Bank have caused this Sixth Amendment to Credit Agreement to be executed by their respective authorized officers as of the day and year first above written. MOTHERS WORK, INC.
By: /S/ THOMAS FRANK

(c) represent and warrant that no Event of Default, as defined in the Credit Agreement, exists or will exist upon the delivery of notice, passage of time or both. 9. The Borrowers will pay all of Bank's out-of-pocket costs and expenses incurred in connection with the review, preparation, negotiation, documentation and closing of this Sixth Amendment and the consummation of the transactions contemplated herein, including, without limitation, fees, expenses and disbursements of counsel retained by Bank and all fees related to filings, recording of documents and searches, appraisal costs, whether or not the transactions contemplated hereunder are consummated. 10. All other terms and conditions of the Credit Agreement and of the Loan Documents, not inconsistent with the terms hereof, shall remain in full force and effect and are hereby ratified and confirmed by the Borrowers. IN WITNESS WHEREOF, the Borrowers and the Bank have caused this Sixth Amendment to Credit Agreement to be executed by their respective authorized officers as of the day and year first above written. MOTHERS WORK, INC.
By: /S/ THOMAS FRANK ------------------------------Name: Thomas Frank Title: Vice President

CAVE SPRINGS, INC.
By: /S/ THOMAS FRANK ------------------------------Name: Thomas Frank Title: Vice President

THE PAGE BOY COMPANY, INC.
By: /S/ THOMAS FRANK ------------------------------Name: Thomas Frank Title: Vice President

MOTHERS WORK (R.E.), INC.
By: /S/ THOMAS FRANK ------------------------------Name: Thomas Frank Title: Vice President

CORESTATES BANK, N.A.
By: /S/ RANDAL D. SOUTHERN ------------------------------Name: Randal D. Southern Title: Vice President

-7-

QUALIFICATIONS, EXCEPTIONS TO REPRESENTATIONS

QUALIFICATIONS, EXCEPTIONS TO REPRESENTATIONS NONE SCHEDULE 6(a) -8-

EXHIBIT 10.9 AMENDMENT NO. 1 TO STOCK SUBSCRIPTION WARRANT This Amendment No. 1 to Stock Subscription Warrant is entered into this 14th day of January, 1997 between Mothers Work, Inc. (the "Company") and Penn Janney Fund ("Holder") and amends a certain Stock Subscription Warrant, No. Penn Janney: 1992-1 to subscribe to 7,465 shares of the Company's Common Stock for a price of $2.72 per share (the "Original Warrant"). Intending to be legally bound, the parties agree as follows: 1. Amendment to Original Warrant. Section 1 of the Original Warrant is hereby amended in its entirety to read as follows: 1. Exercise; Payment. The rights represented by this Warrant may be exercised by Holder, in whole or in part (but not as to a fractional share of Class A Stock), by the surrender of this Warrant at the principal office of Company properly endorsed and accompanied by payment to Company of the purchase price (the "Warrant Purchase Price") for that number of shares of Class A Stock sought to be purchased (the "Exercised Shares"), in the manner provided below. Company agrees that (a) shares purchased upon exercise of this Warrant shall be and are deemed to be issued to Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as provided herein, and (b) certificates for the shares of stocks so purchased shall be delivered to Holder as promptly as reasonably practicable following any exercise of this Warrant, and unless this Warrant shall have been exercised in full, or shall have expired, a new Warrant representing the number of shares with respect to which this Warrant shall not yet have been exercised, shall also be delivered to Holder. Holder may pay the Warrant Purchase Price for any Exercised Shares in one or a combination of the following methods: (a) By delivering cash, check, money order or wire transfer of funds to the Company in the amount of the Warrant Purchase Price of the Exercised Shares; or (b) By surrendering to the Company shares of Class A Stock having a Fair Market Value (as measured on the date of exercise of the Exercised Shares) equal to the Warrant Purchase Price of the Exercised Shares; or (c) By instructing the Company to reduce the number of Warrant Shares eligible to be purchased pursuant to this Warrant by that number (rounded up, if a fractional number, to the nearest whole number) of shares (herein referred to as the "Canceled Warrant Shares") having a Net Value (as defined below) equal to the Warrant Purchase Price of the Exercised Shares. For purposes hereof, the term "Net Value" shall mean the excess of the Fair Market Value (as measured on the date of exercise of the Exercised Shares) over the Warrant Purchase Price. In the event the Net Value of the Canceled Warrant Shares exceeds the Warrant Purchase Price of the Exercised Shares by reason of the Net Value of a fractional share, the Company shall pay the Holder such excess amount in cash. For purposes of this Warrant, the term "Fair Market Value" shall mean the closing price of the Company's Common Stock on the date of exercise as reported by NASDAQ. 2. Remaining Provisions. The remaining provisions of the Original Warrant shall continue in full force and effect. 9

EXHIBIT 10.9 AMENDMENT NO. 1 TO STOCK SUBSCRIPTION WARRANT This Amendment No. 1 to Stock Subscription Warrant is entered into this 14th day of January, 1997 between Mothers Work, Inc. (the "Company") and Penn Janney Fund ("Holder") and amends a certain Stock Subscription Warrant, No. Penn Janney: 1992-1 to subscribe to 7,465 shares of the Company's Common Stock for a price of $2.72 per share (the "Original Warrant"). Intending to be legally bound, the parties agree as follows: 1. Amendment to Original Warrant. Section 1 of the Original Warrant is hereby amended in its entirety to read as follows: 1. Exercise; Payment. The rights represented by this Warrant may be exercised by Holder, in whole or in part (but not as to a fractional share of Class A Stock), by the surrender of this Warrant at the principal office of Company properly endorsed and accompanied by payment to Company of the purchase price (the "Warrant Purchase Price") for that number of shares of Class A Stock sought to be purchased (the "Exercised Shares"), in the manner provided below. Company agrees that (a) shares purchased upon exercise of this Warrant shall be and are deemed to be issued to Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as provided herein, and (b) certificates for the shares of stocks so purchased shall be delivered to Holder as promptly as reasonably practicable following any exercise of this Warrant, and unless this Warrant shall have been exercised in full, or shall have expired, a new Warrant representing the number of shares with respect to which this Warrant shall not yet have been exercised, shall also be delivered to Holder. Holder may pay the Warrant Purchase Price for any Exercised Shares in one or a combination of the following methods: (a) By delivering cash, check, money order or wire transfer of funds to the Company in the amount of the Warrant Purchase Price of the Exercised Shares; or (b) By surrendering to the Company shares of Class A Stock having a Fair Market Value (as measured on the date of exercise of the Exercised Shares) equal to the Warrant Purchase Price of the Exercised Shares; or (c) By instructing the Company to reduce the number of Warrant Shares eligible to be purchased pursuant to this Warrant by that number (rounded up, if a fractional number, to the nearest whole number) of shares (herein referred to as the "Canceled Warrant Shares") having a Net Value (as defined below) equal to the Warrant Purchase Price of the Exercised Shares. For purposes hereof, the term "Net Value" shall mean the excess of the Fair Market Value (as measured on the date of exercise of the Exercised Shares) over the Warrant Purchase Price. In the event the Net Value of the Canceled Warrant Shares exceeds the Warrant Purchase Price of the Exercised Shares by reason of the Net Value of a fractional share, the Company shall pay the Holder such excess amount in cash. For purposes of this Warrant, the term "Fair Market Value" shall mean the closing price of the Company's Common Stock on the date of exercise as reported by NASDAQ. 2. Remaining Provisions. The remaining provisions of the Original Warrant shall continue in full force and effect. 9

IN WITNESS WHEREOF, the parties hereto cause this Amendment No. 1 to Stock Subscription Warrant to be signed by their duly authorized officers the date first above written. MOTHERS WORK, INC.
By: /s/ Thomas Frank ------------------------------Thomas Frank

IN WITNESS WHEREOF, the parties hereto cause this Amendment No. 1 to Stock Subscription Warrant to be signed by their duly authorized officers the date first above written. MOTHERS WORK, INC.
By: /s/ Thomas Frank ------------------------------Thomas Frank

PENN JANNEY FUND, INC.
By: /s/ Richard M. Fox ------------------------------Richard M. Fox

10

EXHIBIT 11 MOTHERS WORK, INC. AND SUBSIDIARIES COMPUTATION OF PRIMARY EARNINGS PER COMMON SHARE
Three Months Ended March 31, 1997 ----------PRIMARY EARNINGS PER COMMON SHARE: Weighted average common shares outstanding Net effect of dilutive stock options and warrants Shares used in computing primary earnings per share 3,563,342 -----------3,563,342 =========== $(7,889,326) 299,767 ----------$(8,189,093) =========== $ (2.30) =========== Six Months Ended March 31, 1997 ----------3,561,306 -----------3,561,306 =========== $(7,421,265) 544,142 -----------$(7,965,407) =========== $ (2.24) ===========

Net loss Preferred stock dividends Net loss available to common stockholders

Per common share amount

11
ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S SECOND QUARTER 10-Q FOR THE PERIOD ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. MULTIPLIER: 1

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END

6 MOS SEP 30 1997 OCT 01 1996 MAR 31 1997

EXHIBIT 11 MOTHERS WORK, INC. AND SUBSIDIARIES COMPUTATION OF PRIMARY EARNINGS PER COMMON SHARE
Three Months Ended March 31, 1997 ----------PRIMARY EARNINGS PER COMMON SHARE: Weighted average common shares outstanding Net effect of dilutive stock options and warrants Shares used in computing primary earnings per share 3,563,342 -----------3,563,342 =========== $(7,889,326) 299,767 ----------$(8,189,093) =========== $ (2.30) =========== Six Months Ended March 31, 1997 ----------3,561,306 -----------3,561,306 =========== $(7,421,265) 544,142 -----------$(7,965,407) =========== $ (2.24) ===========

Net loss Preferred stock dividends Net loss available to common stockholders

Per common share amount

11
ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S SECOND QUARTER 10-Q FOR THE PERIOD ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. MULTIPLIER: 1

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX

6 MOS SEP 30 1997 OCT 01 1996 MAR 31 1997 1,451,686 0 3,047,339 0 51,618,248 63,156,365 62,650,667 20,700,221 156,410,846 27,739,872 96,544,514 0 11,500,000 35,593 15,605,871 156,410,846 116,989,104 116,989,104 53,534,324 53,534,324 0 0 6,572,231 (9,781,210) (2,359,945)

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S SECOND QUARTER 10-Q FOR THE PERIOD ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. MULTIPLIER: 1

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

6 MOS SEP 30 1997 OCT 01 1996 MAR 31 1997 1,451,686 0 3,047,339 0 51,618,248 63,156,365 62,650,667 20,700,221 156,410,846 27,739,872 96,544,514 0 11,500,000 35,593 15,605,871 156,410,846 116,989,104 116,989,104 53,534,324 53,534,324 0 0 6,572,231 (9,781,210) (2,359,945) (7,421,265) 0 0 0 (7,421,265) (2.24) (2.24)