UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 	(Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 1, 1995. 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 0-2433 SALANT CORPORATION (Exact name of registrant as specified in its charter) Delaware	 						 13-3402444 (State or other jurisdiction of					 (I.R.S. Employer incorporation or organization)				 Identification No.) 1114 Avenue of the Americas, New York, New York 		10036 (Address of principal executive offices) 				(Zip Code) 	Registrant's telephone number, including area code: 	(212) 221-7500 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 Indicate by check mark whether the registrant has filed all documents and reports required to be filed by section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes X No As of August 10, 1995, there were outstanding 14,645,092 shares of the Common Stock of the registrant. TABLE OF CONTENTS 													 PART I. FINANCIAL INFORMATION Item 1. Financial Statements	 Condensed Consolidated Statements of Operations							 Condensed Consolidated Balance Sheets								 Condensed Consolidated Statements of Cash Flow							 Notes to Condensed Consolidated Financial Statements						 Item 2.	 Management's Discussion and Analysis of 	 Financial Condition and Results of Operations						 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders					 Item 6. Exhibits and Reports on Form 8-K								 SIGNATURE												 Salant Corporation and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Amounts in thousands, except per share data) 	 Three Months Ended 	 Six Months Ended 	 July 1,	 July 2,	 July 1,	 July 2, 	 1995 	 1994 	 1995 	 1994 Net sales	 $ 122,061	 $ 88,184	$ 225,862	$ 178,041 Cost of goods sold 	 97,540	 69,317	 178,874	 137,069 Gross profit	 24,521	 18,867 46,988 	 40,972 Selling, general and administrative expenses	(20,301) (18,461)	 (40,702)	 (37,442) Royalty income, net of related expenses 	 1,278	 1,320	 2,708 	 2,815 Goodwill amortization	 (649)	(567)	 (1,290)	 (1,116) Other income	 220	 309	 277	 829 Income from continuing operations before interest, income taxes and extraordinary gain	 5,069 1,468	 7,981	 6,058 Interest expense, net 	 4,655	 3,921 9,225 7,286 Income/(loss) from continuing operations before income taxes and extraordinary gain	 414	 (2,453) (1,244)	 (1,228) Income taxes	 22	 69	 63	 134 Income/(loss) from continuing operations before extraordinary gain	 392	 (2,522) (1,307)	 (1,362) Loss from discontinued operations	 --	 (219) --	 (294) Extraordinary gain	 --	 63	 --	 63 Net income/(loss) 	$ 392	 $ (2,678)	 $ (1,307)	 $ (1,593) Earnings/(loss) per share: Income/(loss) per share fromcontinuing operations before extraordinary gain	 $ 0.03 $ (0.17) $ (0.09) 	 $ (0.09) Loss per share from discontinued operations - 	 (0.01)	 - - 	 (0.02) Income per share from extraordinary gain	 -- 	 -- 	 -- 	 -- Net income/(loss) per share 	$ 0.03 	$ (0.18)	$ (0.09) 	 $ (0.11) Weighted average common stock and common stock equivalents outstanding 	 15,095 	 14,988 	 15,008 	 14,902 See Notes to Condensed Consolidated Financial Statements. Salant Corporation and Subsidiaries CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands) 	 July 1,		 July 2, 	1995 	December 31,	1994 	 (Unaudited)	 1994 	(Unaudited) ASSETS Current Assets: Cash and cash equivalents	 $ 1,726	$ 1,965	 $ 1,610 Accounts receivable, net (Note 3)	 44,358	 36,583	 28,793 Inventories (Note 4) 153,598	 124,599	 125,945 Prepaid expenses and other current assets	 6,142	 5,264	 4,411 Net assets of discontinued operations	 --	 -- 10,950 Total Current Assets 205,824	 168,411	 171,709 Property, Plant and Equipment, net	 28,821	 27,460	 27,538 Other Assets	 70,425	 71,345	 72,841 Total Assets	 305,070	 267,216	 272,088 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Loans payable (Note 3)	$ 61,762	 $ 23,906	 $ 26,487 Accounts payable	 30,790	 28,593	 24,551 Accrued liabilities	 18,543	 18,848	 15,790 Net liabilities of discontinued operations (Note 2) 227	 816	 -- Reserve for business restructuring	 --	 --	 880 Total Current Liabilities 111,322 72,163 67,708 Long Term Debt (Note 5)	 109,908	 109,908	 109,842 Deferred Liabilities	 13,398	 13,479		 16,757 Shareholders' Equity Common stock	 15,242	 15,242	 15,232 Additional paid-in capital	 107,017 107,017	 107,001 Deficit	 (49,633)	 (48,326)	 (42,056) Excess of additional pension liability over unrecognized prior service cost	 (773) (773) 	 (986) Accumulated foreign currency translation adjustment	 203	 120	 204 Less - treasury stock, at cost 			 (1,614)	 (1,614)	 (1,614) Total Shareholders' Equity	 70,442	 71,666	 77,781 Total Liabilities and Shareholders' Equity	 $ 305,070	$ 267,216	 $ 272,088 See Notes to Condensed Consolidated Financial Statements. Salant Corporation and Subsidiaries CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (Amounts in thousands) 					 Six Months Ended 	 July 1, 	 July 2, 	 1995 	 1994 Cash Flows from Operating Activities: Loss from continuing operations	 $ (1,307)	$ (1,362) Adjustments to reconcile loss from continuing operations to net cash used in operating activities: Depreciation	 2,591 2,588 Amortization of intangibles 1,290	 1,116 Change in operating assets and liabilities: Accounts receivable			(7,775) (4,175) Inventories 			 (28,999) 	 (20,609) Prepaid expenses and other current assets			 (878)		 (157) Other assets	 			 (370)	 (1,056) Accounts payable	 			 2,197	 2,827 Accrued liabilities and reserve for business restructuring			 (222)		 (7,184) Deferred liabilities	 	 (81)	 (8) Net cash used in operating activities	 (33,554)	 (28,020) Cash Flows from Investing Activities: Capital expenditures	 (4,055)	 (2,510) Acquisition					--		 (5,578) Proceeds from sale of assets	 	 103	 265 Net cash used in investing activities			 (3,952)	 (7,823) Cash Flows from Financing Activities: Net short-term borrowings	 37,856	 26,487 Retirement of long-term debt			--	 (3,537) Exercise of stock options	 --	 491 Net cash provided by financing activities			 37,856	 23,441 Net cash provided by/(used in) continuing operations			350	 (12,402) Cash used in discontinued operations	 (589)	 (744) Net decrease in cash and cash equivalents				(239)	 (13,146) Cash and cash equivalents beginning of year	 			 1,965 	 14,756 Cash and cash equivalents end of first half				 $ 1,726	 $1,610 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest					 $ 9,831	$ 7,558 Income taxes				 $ 59	$ 87 See Notes to Condensed Consolidated Financial Statements SALANT CORPORATION AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Amounts in Thousands of Dollars, Except Share Data) (Unaudited) Note 1. Basis of Presentation and Consolidation The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Salant Corporation ("Salant") and subsidiaries. (As used herein, the "Company" includes Salant and its subsidiaries but excludes Salant's Vera Scarf Division.) In February 1995, Salant discontinued its Vera Scarf Division. As further described in Note 2, the Condensed Consolidated Financial Statements and the Notes thereto treat the Vera Scarf Division as a discontinued operation, and, consistent with the financial statements for 1994, the financial results of the Vera Scarf Division are not included in the presentation of income from continuing operations. In addition, the net assets and/or net liabilities of the discontinued operations have been separately classified in the Condensed Consolidated Balance Sheets. The results of operations for the three and six months ended July 1, 1995 and July 2, 1994 are not necessarily indicative of a full year's operations. In the opinion of management, the accompanying financial statements include all adjustments which are necessary to present fairly such financial statements. Significant intercompany balances and transactions are eliminated in consolidation. Certain reclassifications were made to the 1994 unaudited Condensed Consolidated Balance Sheet to conform with the 1995 presentation. Income/(loss) per share is based on the weighted average number of common shares (including 761,840 shares to be issued pursuant to the Company's plan of reorganization) and common stock equivalents outstanding, if applicable. Loss per share for the three months ended July 2, 1994 and six months ended July 1, 1995 and July 2, 1994 did not include common stock equivalents, as their effect would have been anti-dilutive. Note 2. Discontinued Operations In February 1995, the Company discontinued the Vera Scarf Division, which imports and markets women's scarves. The loss from operations of the Division in the prior year (for the three and six months ended July 2, 1994) was $219 and $294, respectively. Net sales of the Division were $597 and $1,131 for the three months ended July 1, 1995 and July 2, 1994, respectively. Net sales of the Division were $1,513 and $2,619 for the six months ended July 1, 1995 and July 2, 1994, respectively. The net assets and/or net liabilities of the discontinued operations have been reclassified on the balance sheets as net assets or net liabilities of discontinued operations and consist principally of accounts receivable, inventory and accrued losses for the phase-out period. Note 3. Loans Payable and Factor Advances The Company has entered into an agreement with a factor, whereby it sells, without recourse, an interest in a defined pool of eligible accounts receivable. The credit risk for such accounts is thereby transferred to the factor. The amounts due from factor have been offset against advances from the factor in the accompanying balance sheets. The amounts which have been offset amounted to $31,402 at July 1, 1995, $9,324 at December 31, 1994, and $11,536 at July 2, 1994. Note 4. Inventories 	 		July 1,		December 31,		July 2, 	 		1995 	 		1994 		1994 				 			 Finished goods 	$ 88,792	$ 70,882		$ 79,498	 Work-in-Process	 35,305	 28,298		 28,766 Raw materials and supplies	 	 29,501	 25,419	 	 17,681 			$ 153,598	$ 124,599		$ 125,945 Note 5. Long Term Debt In May 1994, the Company purchased and retired $3,600 of its 10 1/2% Senior Secured Notes due December 31, 1998 (the "Secured Notes") in an open market transaction at a price below the principal amount thereof. As a result of this transaction, the Company recorded an extraordinary gain of $63. ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 	CONDITION	 AND RESULTS OF OPERATIONS. The following discussion and analysis of the consolidated results of operations and financial condition should be read in conjunction with the accompanying unaudited Condensed Consolidated Financial Statements and related Notes to provide additional information concerning the financial activities and condition of Salant Corporation ("Salant") and its subsidiary companies (collectively, the "Company"). Results of Operations The following discussion compares the operating results of the Company for the three and six months ended July 1, 1995 with the operating results for the three and six months ended July 2, 1994. In February 1995, the Company discontinued its Vera Scarf Division. The financial statements included in this report treat the Vera Scarf Division as a discontinued operation, the effect of which is to exclude the results of operations of the Vera Scarf Division from the Company's results from continuing operations for each fiscal period presented. See "Notes to the Condensed Consolidated Financial Statements --- Note 2." The following table sets forth certain financial data for the three and six months ended July 1, 1995 and July 2, 1994: (dollars in millions) Three months ended Six months ended July 1, July 2, July 1, July 2, 1995 1994 1995 1994 											 Net sales			$122.1		$88.2		$225.9		$178.0 Gross profit			$ 24.5		$18.9		$ 47.0		$ 41.0 Gross margin percentage 	 20.1%	 21.4%		 20.8%	 23.0% EBITDA (a)			$ 7.4		$ 2.0		$ 11.9		$ 9.8 (a) Earnings before interest, taxes, depreciation and amortization. Second Quarter 1995 Compared to Second Quarter 1994 For the second quarter of 1995, net sales amounted to $122.1 million, a 38.4% increase over net sales of $88.2 million in the comparable 1994 quarter. The increase was due to significant sales increases in each of the Company's major product lines: dress shirts and accessories; sportswear; slacks, jeans and shorts; and, other products. Sales of the Company's dress shirts and accessories increased 19.2%, notwithstanding the popularity of casualwear, which contributed to a slight decrease in the overall U.S. dress shirt market in 1994. The increase in the Company's dress shirt sales is partly attributable to a new license agreement for dress shirts produced and sold under the GANT label, which the Company signed in June 1994. Sales of the Company's sportswear increased 105.8% due to the success of the Perry Ellis and Manhattan casual lines. Additionally, sportswear sales also reflect the addition of the JJ. Farmer Division which was acquired in June 1994. Sales of the Company's slacks, jeans and shorts increased 43.8% due to the start of shipments to Sears, Roebuck & Co. of the new Canyon River Blues denim apparel program for men and boys in the second quarter of 1995. Sales of the Company's other products increased 16.2% due to the continued popularity of the Company's children's lines and to an increase in the number of retail stores operated by the Company (from 57 at July 2, 1994 to 70 at July 1, 1995). The following table sets forth net sales by category and percentage of total net sales for the second quarter of 1995 as compared to the second quarter of 1994: 			 		 (dollars in millions) 				 		Three months ended 		 			July 1, 1995 July 2, 1994 						 			 Dress Shirts and Accessories (a)	$45.0	 36.9%		$37.8	 42.9% Sportswear (b)			 	 28.4	 23.3%		 13.8	 15.6% Slacks, Jeans and Shorts (c)		 32.2	 26.3%		 22.4	 25.4% Other	 (d)	 			 16.5 	 13.5%	 	 14.2	 16.1% 	Total				$122.1	 100%		$ 88.2	 100% (a) Includes the Fashion Shirt Group, the dress shirt portions of the Manhattan Apparel Group and Perry Ellis Division and the Salant Accessories Division. (b) Includes the Sportswear portions of the Perry Ellis Division and Manhattan Apparel Group and the JJ. Farmer Division. (c) Includes the Thomson and Texas Apparel Divisions. (d) Includes the Children's Apparel Group, Made in the Shade Division (a women's junior sportswear business) and the Retail Stores Division. Gross profit as a percentage of net sales decreased to 20.1% ($24.5 million) in the second quarter of 1995 from 21.4% of net sales ($18.9 million) in the comparable 1994 quarter. The reduction in gross profit as a percentage of net sales occurred primarily in men's dress shirts and slacks and in denim-based products. The cause of the reduction was (a) ongoing pressure on selling prices, which is expected to continue and (b) additional sales at lower gross profit margins, which benefited income by reducing selling, general and administrative expenses as a percentage of net sales. Gross profit was positively affected by the decrease in certain manufacturing costs due to the devaluation of the Mexican peso. Selling, general and administrative expenses as a percentage of net sales decreased to 16.6% ($20.3 million), as compared to the second quarter of 1994, when such expenses amounted to 20.9% of net sales ($18.5 million). The decrease in such expenses as a percentage of net sales was primarily attributable to fixed costs which do not vary with sales. For the second quarter of 1995, income from continuing operations (before net interest expense of $4.7 million) was $5.1 million, or 4.2% of net sales. For the second quarter of 1994, income from continuing operations (before net interest expense of $3.9 million) was $1.5 million, or 1.7% of net sales. Income from continuing operations as a percentage of net sales was higher in 1995 primarily as a result of the lower selling, general and administrative expenses as a percentage of net sales, as described above, as offset by the continuing gross margin pressures as indicated above. Other income for the second quarter of 1995 included a $200 thousand insurance reimbursement for legal fees and expenses incurred in prior years. Net interest expense for the second quarter of 1995 amounted to $4.7 million as compared to $3.9 million in the prior year's second quarter. The increase in interest expense was primarily due to a higher average outstanding loan balance and increases in the interest rate on the Company's working capital facility. Net interest expense includes $400 thousand interest income receivable from the Internal Revenue Service as interest on refunds of taxes for prior years. As a result of the above, net income for the 1995 second quarter was $0.4 million, or $0.03 per share, compared with a net loss of $2.7 million, or $0.18 per share, for the second quarter of 1994. Year to Date 1995 Compared to Year to Date 1994 For the six months ended July 1, 1995, net sales amounted to $225.9 million, a 26.9% increase over net sales of $178.0 million for the six months ended July 2, 1994. The increase was due to significant sales increases in each of the Company's major product lines: dress shirts and accessories; sportswear; slacks, jeans and shorts; and, other products. The Company experienced sales increases of 11.5% in its dress shirts and accessories products, 74.9% in its sportswear products and 34.2% in its slacks, jeans and shorts products. The reasons for such increases are substantially the same as the reasons described above for the increases experienced in the second quarter of 1995 compared to the same period in 1994. The following table sets forth net sales by category and percentage of total net sales for the first half of 1995 as compared to the first half of 1994: 			 (dollars in millions) 					 Six months ended 					 July 1, 1995 July 2, 1994 						 		 	 Dress Shirts and Accessories (a)	$ 87.0	 38.5%	$ 78.0	 43.8% Sportswear (b)				 55.8	 24.7%	 31.9	 17.9% Slacks, Jeans and Shorts (c)		 56.5	 25.0%	 42.1	 23.7% Other (d)	 			 26.6	 11.8% 	 26.0	 14.6% Total					$ 225.9 100%	 	$178.0	 100% (a) Includes the Fashion Shirt Group, the dress shirt portions of the Manhattan Apparel Group and Perry Ellis Division and the Salant Accessories Division. (b) Includes the Sportswear portions of the Perry Ellis Division and Manhattan Apparel Group and the JJ. Farmer Division. (c) Includes the Thomson and Texas Apparel Divisions. (d) Includes the Children's Apparel Group, Made in the Shade Division (a women's junior sportswear business) and the Retail Stores Division. Gross profit as a percentage of net sales decreased to 20.8% ($47.0 million) in the first half of 1995 from 23.0% of net sales ($41.0 million) in the comparable 1994 period. The reduction in gross profit as a percentage of net sales was incurred primarily in men's dress shirts, slacks and jeans. The cause of the reduction was the same as discussed for the second quarter above, as well as higher costs of manufacturing in the first quarter of 1995 in our domestic dress shirt facilities and our recently closed jeans laundry in Texas. Based on recent improvements in our dress shirt facilities as well as a new laundry facility which commenced operations in Mexico on July 8, 1995, we do not expect the higher manufacturing costs to continue. Gross profit was positively affected by the decrease in certain manufacturing costs due to the devaluation of the Mexican peso. Selling, general and administrative expenses as a percentage of net sales decreased to 18.0% ($40.7 million), as compared to the first half of 1994, when such expenses amounted to 21.0% of net sales ($37.4 million). The decrease in such expenses as a percentage of net sales was primarily attributable to fixed costs which do not vary with sales. Other income for the six months ended July 1, 1995 and July 2, 1994, included $200 thousand and $500 thousand, respectively, for an insurance reimbursement for legal fees and expenses incurred in prior years. For the first half of 1995, income from continuing operations (before net interest expense of $9.2 million) was $8.0 million, or 3.5% of net sales. For the first half of 1994, income from continuing operations (before net interest expense of $7.3 million) was $6.1 million, or 3.4% of net sales. Income from continuing operations as a percentage of net sales was higher in 1995 primarily for the same reasons as the second quarter. Net interest expense for the first half of 1995 amounted to $9.2 million as compared to $7.3 million in the prior year's first half. The increase in interest expense was due to the same reasons as discussed for the second quarter. As a result of the above, the net loss for the six months ended July 1, 1995 was $1.3 million, or $0.09 per share, compared with a net loss of $1.6 million, or $0.11 per share, for the six months ended July 2, 1994. Liquidity and Capital Resources The Company is a party to a revolving credit, factoring and security agreement, as amended, (the "Credit Agreement") with The CIT Group/Commercial Services, Inc. ("CIT") to provide seasonal working capital financing in the form of direct borrowings and letters of credit, up to an aggregate of $135 million during certain periods of 1995 (subject to an asset based borrowing formula). Interest on direct borrowings is charged monthly at an annual rate of one percent in excess of the prime rate of Chemical Bank (the "Prime Rate") (which prime rate was 9.0% at July 1, 1995). As collateral for borrowings under the Credit Agreement, Salant has granted to CIT a security interest in substantially all of the assets of the Company. As of July 1, 1995, direct borrowings and letters of credit outstanding under the Credit Agreement were $61.8 million and $29.1 million, respectively, and the Company had unused availability of $5.6 million. As of July 2, 1994, direct borrowings and letters of credit outstanding under the Credit Agreement were $26.5 million and $40.2 million, respectively, and the unused availability amounted to $23.1 million. The average interest rate on borrowings for the six months ended July 1, 1995 and July 2, 1994 was 9.8% and 6.9%, respectively. At the end of the first half of 1995, the Company's short term borrowings were $35.3 million higher than such borrowings at the end of the first half of 1994. The increase in borrowings was primarily the result of an increase in inventories to provide for businesses entered into in 1994 and in anticipation of higher sales in the third quarter of 1995, including continuing shipments of the new Sears' Canyon River Blues program for men and boys which began in the second quarter of 1995. As a result of the increase in sales anticipated in the third quarter of 1995 and the related increase in inventory described above, the Company entered into an agreement (the "Amendment") with CIT, as referenced in Exhibit 10.30 to this Form 10-Q, amending the Credit Agreement. The Amendment provides for, among other things, an increase in the aggregate limitation on direct borrowings and letters of credit for the months of August, September and October from $132 million, $128 million and $120 million, respectively, to $135 million, $135 million and $130 million, respectively. CIT also agreed to provide the Company with funds under the Seasonal Overadvance Subfacility provided for in the Credit Agreement during the month of August for a one-time fee of $126 thousand and a factoring commission surcharge of one percent (1%) in excess of the factoring commission otherwise due under the Credit Agreement up to an aggregate amount of $224 thousand. In addition, CIT waived a default as a result of the Company's reduction of borrowings based on inventory on July 31, 1995 instead of July 10, 1995. The Credit Agreement and the indenture governing the Secured Notes contain numerous financial and operating covenants, including restrictions on incurring indebtedness and liens, making investments in or purchasing the stock of all or a substantial part of the assets of another person, selling property, making capital expenditures, and paying cash dividends. In addition, under the Credit Agreement, the Company is required (i) during the year, to maintain minimum levels of working capital and stockholders' equity and to satisfy a maximum cumulative net loss test and (ii) at year end, to satisfy a ratio of total liabilities to stockholders' equity and a fixed charge coverage ratio. At July 1, 1995, the Company was in compliance with all financial covenants as indicated below: 	 Covenant	 			 July 1, 1995 Credit Agreement		 Covenants Level 	 	Actual Level 				 				 Working Capital		$ 85.0 million		$ 94.5 million Stockholders' Equity		$ 65.0 million		$ 70.4 million Maximum Loss		$ (10.0) million		positive income (a) (a) In accordance with the Credit Agreement, maximum loss excludes any write-off of goodwill in the 1994 fiscal year. The Company is also required to reduce its indebtedness (excluding outstanding letters of credit) to $20 million or less for fifteen consecutive days during each twelve month period commencing February 1, 1994. The Company has complied with this covenant for the period February 1, 1994 through January 31, 1995. Capital expenditures in the first half of 1995 were $4.1 million, relating primarily to the creation of Perry Ellis shops in department stores, showroom and office space in New York City and a new jeans laundry facility in Mexico, as compared to $2.5 million in the first half of 1994. Capital expenditures for 1995 are anticipated to be approximately $6-7 million. Salant's principal sources of liquidity, both on a short-term and a long-term basis, are provided by operations and borrowings under the Credit Agreement. Based upon its analysis of its consolidated financial position, its cash flow during the past twelve months, and its cash flow anticipated from future operations, Salant believes that its future cash flow, together with the funds available under the Credit Agreement, will be adequate to meet its financing requirements for the remainder of 1995. There can be no assurance, however, that future developments and general economic trends will not adversely affect the Company's operations and, hence, its anticipated cash flow. PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 	(a) The annual meeting of the Company's shareholders was held on May 9, 1995. 	(b) The shareholders approved the election of three Directors for a three-year term expiring at the 1998 Annual Meeting of the Company's shareholders, with the votes for such election as follows: Director For Withheld 			 			 Mr. Craig M. Cogut	 12,588,275 	118,182 Mr. Bruce F. Roberts	 12,587,235	 	119,182 Mr. Marvin Schiller	 12,585,692		120,765 	(c) The shareholders ratified the reappointment of Deloitte & Touche as the Company's independent accountants for the fiscal year 1995. The votes for the ratification were 12,640,951, the votes against the ratification were 35,130 and the votes abstained were 30,376. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Reports on Form 8-K During the second quarter of 1995, the Company did not file any reports on Form 8-K. Exhibits Number	Description 10.29	Fifth Amendment to Credit Agreement, dated as of June 28, 1995, to the Revolving Credit, Factoring and Security Agreement, dated as of September 20, 1993, as amended, between Salant Corporation and The CIT Group/Commercial Services, Inc. 10.30	Sixth Amendment to Credit Agreement, dated as of August 15, 1995, to the Revolving Credit, Factoring and Security Agreement, dated as of September 20, 1993, as amended, between Salant Corporation and The CIT Group/Commercial Services, Inc. 10.31	Letter from The CIT Group/Commercial Services, Inc., dated as of July 11, 1995, regarding the waiver of a default. 10.32	Letter Agreement between Salant Corporation and The CIT Group/Commercial Services, Inc. dated as of July 11, 1995, regarding the Seasonal Overadvance Subfacility. 27	Financial Data Schedule SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 	SALANT CORPORATION Date: August 15, 1995 	/s/ Richard P. Randall 	 	Richard P. Randall 	 	Senior Vice President 	and Chief Financial Officer 	(Principal Financial Officer)