-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J3fBTc1OeBoxp+yacyVpV725RQNLXF4CX8LNufPu3Trf+g1S9tFlS0569gg0mUxs 5LnagQv2RSefnA1z9V1qLQ== 0000922423-99-000017.txt : 19990111 0000922423-99-000017.hdr.sgml : 19990111 ACCESSION NUMBER: 0000922423-99-000017 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980829 FILED AS OF DATE: 19990108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAB INDUSTRIES INC CENTRAL INDEX KEY: 0000034136 STANDARD INDUSTRIAL CLASSIFICATION: KNITTING MILLS [2250] IRS NUMBER: 132581181 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 001-05901 FILM NUMBER: 99503532 BUSINESS ADDRESS: STREET 1: 200 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2122799000 MAIL ADDRESS: STREET 1: 200 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10016 10-Q/A 1 FORM 10-Q AMENDMENT FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) |x| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 29, 1998 OR | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5901 Fab Industries, Inc. -------------------- (Exact name of registrant as specified in its charter) Delaware 13-2581181 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 200 Madison Avenue, New York N.Y. 10016 - --------------------------------- ----- Address of principal executive office) (Zip Code) (212) 592-2700 -------------- (Registrant's telephone number, including area code) N/A --- (Former name, former address and former fiscal year; if changed since last report) 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 | | CLASS Shares Outstanding at October 12, 1998 ----- -------------------------------------- Common stock, $.20 par value 5,583,363 FAB INDUSTRIES INC. AND SUBSIDIARIES TABLE OF CONTENTS PART 1 - FINANCIAL INFORMATION PAGE Table of Contents 1 Consolidated Statements of Income 13 Weeks ended August 29, 1998 and August 30, 1997 2 Consolidated Statements of Income 39 Weeks ended August 29, 1998 and August 30, 1997 3 Consolidated Balance Sheets (Asset Section) August 29, 1998 and November 29, 1997 4 Consolidated Balance Sheets (Liability and Stockholders' Equity Section) August 29, 1998 and November 29, 1997 5 Consolidated Statements of Stockholders' Equity 39 Weeks ended August 29, 1998 6 Consolidated Statements of Cash Flows 39 Weeks ended August 29, 1998 and August 30, 1997 7 Notes to Consolidated Financial Statements 8 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 12 Management's Discussion and Analysis of Financial Condition and Results of Operations 13 SIGNATURES 16 -1- FAB INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE 13 WKS ENDED -------------------------------------------- August 29, 1998 August 30, 1997 -------------------------------------------- (Unaudited) (Unaudited) Net sales $39,571,000 $41,775,000 Cost of goods sold 34,430,000 35,009,000 ---------------- ---------------- Gross profit 5,141,000 6,766,000 Selling, general and administrative expenses 4,568,000 4,002,000 ---------------- ---------------- Operating income 573,000 2,764,000 ---------------- ---------------- Other income (expense): Interest and dividend income 793,000 939,000 Interest expense (15,000) (17,000) Net gain on investment securities 914,000 197,000 ---------------- ---------------- Total other income 1,692,000 1,119,000 ---------------- ---------------- Income before taxes 2,265,000 3,883,000 Taxes on Income 600,000 1,243,000 ---------------- ---------------- Net Income $ 1,665,000 $ 2,640,000 ================ ================ Earnings per share (Note 6): Basic $0.30 $0.46 Diluted $0.30 $0.46 See notes to consolidated financial statements. -2- FAB INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE 39 WKS ENDED -------------------------------------------- August 29, 1998 August 30, 1997 -------------------------------------------- (Unaudited) (Unaudited) Net sales $113,583,000 $120,190,000 Cost of goods sold 97,751,000 103,037,000 -------------- ---------------- Gross profit 15,832,000 17,153,000 Selling, general and administrative expenses 11,968,000 11,180,000 -------------- ---------------- Operating income 3,864,000 5,973,000 -------------- ---------------- Other income (expense): Interest and dividend income 2,807,000 2,844,000 Interest expense (60,000) (49,000) Net gain on investment securities 1,593,000 1,060,000 -------------- ---------------- Total other income 4,340,000 3,855,000 -------------- ---------------- Income before taxes 8,204,000 9,828,000 Taxes on Income 2,470,000 3,143,000 -------------- ---------------- Net Income $ 5,734,000 $ 6,685,000 ============== ================ Earnings per share (Note 6): Basic $1.02 $1.17 Diluted $1.01 $1.16 See notes to consolidated financial statements. -3- FAB INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS A S S E T S - - - - - -
AS OF -------------------------------------------- August 29, 1998 November 29, 1997 -------------------------------------------- (Unaudited) Current Assets: Cash and cash equivalents (Note 2) $ 7,761,000 $ 4,574,000 Investment securities available-for-sale (Note 3) 47,254,000 66,068,000 Accounts receivable-net of allowance of $1,200,000 and $900,000 for doubtful accounts 27,319,000 28,872,000 Inventories (Note 4) 34,544,000 28,270,000 Other current assets 1,699,000 2,051,000 ---------------- --------------- Total current assets 118,577,000 129,835,000 ---------------- --------------- Property, plant and equipment - at cost 128,267,000 113,194,000 Less: Accumulated depreciation 87,299,000 83,185,000 ---------------- --------------- 40,968,000 30,009,000 Other assets 3,736,000 3,680,000 ---------------- --------------- $163,281,000 $163,524,000 ================ ===============
See notes to consolidated financial statements. -4- FAB INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS L I A B I L I T I E S and ------------------------------- S T O C K H O L D E R S' E Q U I T Y ------------------------------------------------ AS OF -------------------------------------------- August 29, 1998 November 29, 1997 -------------------------------------------- (Unaudited) Current liabilities: Accounts payable $ 10,951,000 $ 8,862,000 Corporate income and other taxes 1,918,000 2,568,000 Accrued payroll and related expenses 2,414,000 3,649,000 Dividends payable 977,000 994,000 Other current liabilities 416,000 966,000 Deferred income taxes 1,526,000 778,000 --------------- ---------------- Total current liabilities 18,202,000 17,817,000 --------------- ---------------- Obligations under capital leases - net of current maturities 504,000 556,000 Other noncurrent liabilities 2,628,000 2,779,000 Deferred income taxes 4,348,000 4,480,000 --------------- ---------------- Total liabilities 25,682,000 25,632,000 --------------- ---------------- Stockholders' equity 137,599,000 137,892,000 --------------- ---------------- $163,281,000 $163,524,000 =============== ================ See notes to consolidated financial statements. -5- FAB INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE 39 WEEKS ENDED AUGUST 29, 1998
Common Stock * ======================== Additional Loan to Number of Paid-in Retained Employee Stock Total Shares Amount Capital Earnings Ownership Plan - ----------------------------------------------------------------------------------------------------------------------------- Balance at November 29, 1997 $ 137,892,000 6,572,994 $1,315,000 $6,562,000 $162,629,000 ($7,117,000) Net income 5,734,000 5,734,000 Cash dividends (2,955,000) (2,955,000) Exercise of stock options 344,000 15,450 3,000 341,000 Purchase of treasury stock (3,524,000) Compensation under restricted stock plan 21,000 Payment of loan from ESOP 790,000 790,000 Change in net unrealized holding gain (loss) on investment securities available-for- sale, net of taxes (703,000) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Balance at August 29, 1998 $137,599,000 6,588,444 $1,318,000 $6,903,000 $165,408,000 ($6,327,000) (Unaudited) ===================================================================================================-
Net Unearned Treasury Stock Unrealized Restricted ========================== Holding Gain Stock Number of (Loss) Compensation Shares Cost - --------------------------------------------------------------------------------------------------------------- Balance at November 29, 1997 $636,000 ($27,000) ( 890,382) ($26,106,000) Net income Cash dividends Exercise of stock options Purchase of treasury stock ( 114,699) ( 3,524,000) Compensation under restricted stock plan 21,000 Payment of loan from ESOP Change in net unrealized holding gain (loss) on investment securities available-for- sale, net of taxes (703,000) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Balance at August 29, 1998 ($ 67,000) ($ 6,000) (1,005,081) ($29,630,000) (Unaudited) =======================================================================================
* Common stock $0.20 par value - 15,000,000 shares authorized. Preferred stock $1.00 par value - 2,000,000 shares authorized, none issued. See notes to consolidated financial statements. -6- FAB INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE 39 WKS ENDED -------------------------------------------- August 29, 1998 August 30, 1997 -------------------------------------------- (Unaudited) (Unaudited) OPERATING ACTIVITIES: Net Income $5,734,000 $6,685,000 Adjustments to reconcile net income to net cash provided by operating activities: Provision for doubtful accounts 300,000 300,000 Depreciation and amortization 4,114,000 3,862,000 Deferred income taxes 1,084,000 293,000 Net gain on investment securities (1,593,000) (1,060,000) Compensation under restricted stock plan 21,000 27,000 Decrease (increase) in: Accounts receivable 1,253,000 1,293,000 Inventories (6,274,000) (474,000) Other current assets 351,000 234,000 Other assets (56,000) (904,000) (Decrease) increase in: Accounts payable 2,089,000 (2,009,000) Accruals and other liabilities (2,655,000) 403,000 ---------------- ---------------- Net cash provided by operating activities 4,368,000 8,650,000 ---------------- ---------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (15,073,000) (4,130,000) Proceeds from sales of investment securities 19,237,000 3,184,000 Acquisition of investment securities - (1,625,000) ---------------- ---------------- Net cash provided by (used in) investing activities 4,164,000 (2,571,000) ---------------- ---------------- CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of treasury stock (3,524,000) (2,385,000) Payment of loan from ESOP 790,000 790,000 Dividends (2,955,000) (2,994,000) Exercise of stock options 344,000 85,000 ---------------- ---------------- Net cash used in financing activities (5,345,000) (4,504,000) ---------------- ---------------- Increase in cash and cash equivalents 3,187,000 1,575,000 Cash and cash equivalents, beginning of period 4,574,000 7,518,000 ---------------- ---------------- Cash and cash equivalents, end of period $7,761,000 $9,093,000 ================ ================
See notes to consolidated financial statements. -7- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. 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 the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the 39 weeks ended August 29, 1998 are not necessarily indicative of the results that may be expected for the entire fiscal year ending November 28, 1998. The balance sheet at November 29, 1997 has been derived from the audited balance sheet at that date. 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 fiscal year ended November 29, 1997. 2. Cash and cash equivalents consist of the following (in thousands): August 29, 1998 November 29, 1997 --------------- ----------------- (Unaudited) Cash $1,132 $1,360 Tax-free short-term debt instruments 6,629 3,214 --------------- ----------------- $7,761 $4,574 =============== ================= -8- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. Investment Securities: At August 29, 1998 and November 29, 1997, investment securities available-for-sale consist of the following (in thousands):
Gross Gross Unrealized Unrealized Holding Holding Fair August 29, 1998 (Unaudited) Cost Gain Loss Value - -------------------------------- ------------ ------------ ------------ ---------- Equities $10,354 $162 ($897) $ 9,619 U.S. Treasury obligations 17 17 Corporate bonds 4,944 116 (121) 4,939 Tax-exempt obligations 32,050 636 (7) 32,679 ------------ ------------ ------------ ---------- $ 47,365 $914 ($1,025) $47,254 ============ ============ ============ ========== Gross Gross Unrealized Unrealized Holding Holding Fair November 29, 1997 Cost Gain Loss Value - -------------------- ------------ ------------ ------------ ---------- Equities $ 8,568 $ 389 ($ 45) $ 8,912 U.S. Treasury obligations 24 24 Corporate bonds 5,298 216 5,514 Tax-exempt obligations 51,118 526 (26) 51,618 ------------ ------------- ------------ ---------- $ 65,008 $1,131 ($ 71) 66,068 ============ ============= ============ ==========
-9- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. Inventories: The Company's inventories are valued at the lower of cost or market. Cost is determined principally by the last-in, first-out (LIFO) method with the remainder being determined by the first-in, first-out (FIFO) method. Because the inventory valuation under the LIFO method is based upon an annual determination of inventory levels and costs as of the fiscal year-end, the interim LIFO calculations are based on management's estimates of expected year-end inventory levels and costs. August 29, 1998 November 29, 1997 ---------------- ------------------ (Unaudited) Raw materials $10,274,000 $ 9,132,000 Work in process 13,391,000 9,781,000 Finished goods 10,879,000 9,357,000 ---------------- ----------------- Total $34,544,000 $28,270,000 ================ ================= Approximate percentage of inventories valued under LIFO valuation 49% 65% ================ ================= Excess of FIFO valuation over LIFO valuation $ 4,798,000 $ 6,298,000 ================ ================= 5. Stockholders' Equity: Employee Stock Ownership Plan: The seventh of 15 equal annual installments of $790,000 plus interest at prime was paid by the ESOP to the Company on August 3, 1998. The balance on the ESOP indebtedness of $6,327,000 is reflected as a reduction of the Company's Stockholders' Equity in the consolidated balance sheet. -10- 6. Earnings Per Share: Basic and diluted earnings per share for the 13 weeks ended August 29, 1998 and August 30, 1997 are calculated as follows: Net Per-share Income Shares Amount ------ ------ --------- For the 13 weeks ended August 29, 1998: Basic earnings per share $1,665,000 5,588,089 $0.30 ===== Effect of assumed conversion of employee stock options - 32,620 --------- --------- Diluted earnings per share $1,665,000 5,620,709 $0.30 ========== ========= ===== For the 13 weeks ended August 30, 1997: Basic earnings per share $2,640,000 5,679,998 $0.46 ===== Effect of assumed conversion of employee stock options - 56,923 --------- --------- Diluted earnings per share $2,640,000 5,736,921 $0.46 ========== ========= ===== Basic and diluted earnings per share for the 39 weeks ended August 29, 1998 and August 30, 1997 are calculated as follows: Net Per-share Income Shares Amount ------ ------ --------- For the 39 weeks ended August 29, 1998: Basic earnings per share $5,734,000 5,642,597 $1.02 Effect of assumed conversion of employee stock options - 43,007 --------- --------- Diluted earnings per share $5,734,000 5,685,604 $1.01 ========== ========= ===== For the 39 weeks ended August 30, 1997: Basic earnings per share $6,685,000 5,713,517 $1.17 ===== Effect of assumed conversion of employee stock options - 47,624 --------- --------- Diluted earnings per share $6,685,000 5,761,141 $1.16 ========== ========= ===== -11- PART II. OTHER INFORMATION --------------------------------------------- Item 6. Exhibits and Reports on Form 8-K - -------------------------------------------------- a) Exhibits: No exhibits are filed herewith except for Exhibit 27 which has been previously filed with EDGAR filing. b) Reports on Form 8-K: The Registrant did not file any Current Reports on Form 8-K during the quarter ending August 29, 1998. -12- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Third Quarter and Nine Months Fiscal 1998 Compared to Fiscal 1997 Net sales for the third quarter ended August 29, 1998 were $39,571,000 as compared to $41,775,000 in the similar 1997 period, a decrease of 5.3%. For the nine months ended August 29, 1998, net sales were $113,583,000, a decline of $6,607,000, or 5.5%, from 1997. The Asian financial crisis, which began nearly a year ago, is taking a sustained toll on the U.S. manufacturing sector and, because of steep currency devaluations, U.S. firms are forced to compete against a flood of cheap imports and falling demand for U.S. goods overseas. These factors have continued to exert downward pressure on the Company's sales levels. Gross profit as a percentage of sales decreased to 13.0% for the fiscal 1998 third quarter as compared to 16.2% last year. Lower sales volume reduced operating schedules at manufacturing plants and a less profitable mix also exerted unfavorable pressure on profit margins. In addition, the Company incurred start-up costs in connection with its recent acquisitions of Lida Stretch Fabrics and SMS Textiles, manufacturers of circular knit stretch fabrics and wide elastic fabrics, respectively. In the 1998 quarter, a reduction in LIFO inventory reserves arising from lower average FIFO cost levels benefited margins in the amount of $900,000 compared to $300,000 in the third quarter 1997. For the nine months ended August 29, 1998, gross profit percentages were 13.9% compared to 14.3% in 1997. The comparative effect of changes in LIFO inventory reserves benefited margins in the amount of $900,000. Selling, general and administrative expenses in the current quarter increased by $566,000 or 14.1% and as a percentage of sales increased from 9.6% to 11.5%. The increase was attributable to the acquisitions of Lida Stretch Fabrics and SMS Textiles. For the nine months ended August 29, 1998, selling general and administrative expenses increased by $788,000, and as a percentage of sales to 10.5% from 9.3%. -13- Interest and dividend income decreased by $146,000 in the quarter, or 15.5%, as a result of lower average available balances. The Company has realized gains from the sale of investment securities of $914,000 compared to gains of $197,000 in the third quarter 1997. The effective income tax rate for the current quarter was 26.5% as against 32.0% in the comparative 1997 period. The decline was primarily attributable to the fact that tax exempt interest represents a higher percentage of pre-tax income than in the comparative 1997 period. As a result of these factors, quarterly net income decreased to $1,665,000, from $2,640,000. As a percentage of sales, quarterly net income decreased to 4.2% compared to 6.3% in last year's third quarter. In the current nine months, the Company adopted SFAS No. 128, "Earnings per Share". Under SFAS 128, the Company is presenting both basic earnings per share and diluted earnings per share and has restated the 1997 nine months amounts to conform to the provisions of SFAS No. 128. For the quarter, basic and diluted earnings per share were $0.30 compared to $0.46 last year. For the nine months, basic earnings per share were $1.02 compared to $1.17 last year and diluted earnings per share were $1.01 compared to $1.16 last year. Liquidity and Capital Resources Net cash provided by operating activities for the 39 weeks ended August 29, 1998 amounted to $4,368,000, as compared to $8,650,000 in the comparable 1997 period. Of this decrease, $5,800,000 relates to comparative changes in inventories, $951,000 to lower net income and $533,000 to the increase in realized gains on investment securities. These decreases were offset by $1,040,000 in comparative changes in accounts payable, accruals and other liabilities, $848,000 in other assets and $791,000 in deferred income taxes. During the 39 weeks ended August 29, 1998, approximately $19.2 million was sold in marketable securities as compared to approximately $3.2 million in the similar 1997 period. -14- In addition, approximately $15.1 million was invested in the purchase of property, plant and equipment, including capital expenditures in connection with the Lida Stretch Fabrics and SMS Textiles acquisitions. During the first nine months of fiscal 1998, the Company repurchased 114,699 shares of its common stock at a cost of $3,524,000 (an average price of $30.72). The Company intends to continue to purchase its shares of common stock from time-to-time as market conditions warrant and price criteria are met. The Company declared a quarterly dividend of $0.175 per share, payable October 23, 1998, to stockholders of record as of August 28, 1998. Stockholders' equity was $137,599,000 ($24.65 per share) at August 29, 1998, as compared to $137,892,000 ($24.26 per share) at the previous fiscal year-end November 29, 1997, and $135,975,000 ($23.94 per share) at the end of the comparative 1997 third quarter. Management believes that the current financial position of the Company is more than adequate to internally fund any future expenditures to maintain, modernize and expand its manufacturing facilities, pay dividends and make acquisitions of textile related businesses if criteria relating to indebtedness, market expansion and existing management are met. Year 2000 The Company has devoted significant resources and has taken steps in an attempt to make the transition to the year 2000 successful and without incident. Management has initiated a Company wide program to prepare the Company's computer systems, hardware, devices and other equipment for year 2000 compliance. An inventory of hardware and software is being completed, including the Company's centralized information system department, distributed technologies, and process control and non-technical components such as checks and forms. A primary plan for remediation of the Company's legacy systems is in place, and system and program changes are being implemented and tested as they become ready. A more thorough test will be performed in January 1999 from the Company's disaster recovery center with user involvement. The Company has established a corporate task force to monitor the progress toward the resolution of identified year 2000 issues. All known system corrections are expected to be completed by June 30, 1999. The Company expects to incur internal staff costs as well as other expenses necessary to prepare its systems for the year 2000, including costs for outside consultants. The Company expects to resolve year 2000 compliance issues primarily through normal upgrades of its software or, when necessary, through replacement of existing software with year 2000 compliant applications. As of December 31, 1998, the Company has incurred approximately $75,000 of external costs to address the Company's year 2000 issues. The total cost of this effort is still being evaluated, but is not expected to be material to the Company's financial condition or results of operations. However, there can be no assurance that such corrections can be completed on schedule or within estimated costs or can successfully address the year 2000 compliance issues. The Company has provided information regarding the status of its year 2000 compliance to customers who requested. The Company is in the process of asking its major customers and suppliers to certify that they are year 2000 compliant or, if they are not yet so compliant, to provide a description of their plans to become so. If the Company's present efforts to address the year 2000 compliance issues are not successful, or if customers, suppliers and other third parties with which the Company conducts business do not successfully address such issues, the Company's business, results of operations and financial condition could be materially and adversely affected. -15- 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. Dated: January 8, 1999 FAB INDUSTRIES, INC. By: /s/ David A. Miller ------------------- David A. Miller Vice President-Finance, Treasurer And Chief Financial Officer (Principal Financial and Accounting Officer) -16- -----END PRIVACY-ENHANCED MESSAGE-----