AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 1997

REGISTRATION STATEMENT NO. 333-35923

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 1

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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J. BAKER, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MASSACHUSETTS 04-2866591
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)

555 TURNPIKE STREET
CANTON, MASSACHUSETTS 02021
(781) 828-9300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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NAME OF ADDITIONAL REGISTRANTS STATE OF INCORPORATION I.R.S. EMPLOYER IDENTIFICATION NUMBER
- ------------------------------------ ---------------------- -------------------------------------

WGS Corp. Massachusetts 04-3128706
JBI, Inc. Massachusetts 13-1722620
JBI Holding Co., Inc. Delaware 51-0304938
Morse Shoe, Inc. Delaware 04-1638796
Buckmin, Inc. Massachusetts 04-6046160
ELM Equipment Corp. Massachusetts 04-6046069
ISAB, Inc. Delaware 06-1047189
Jared Corporation Puerto Rico 66-0464826
Morse Shoe (Canada) Ltd. Canada 7318-9482
Morse Shoe International, Inc. Delaware 04-2484715
White Cap Footwear, Inc. Delaware 06-0983746
Spencer Companies, Inc. Massachusetts 04-1856115
Spencer No. 301 Corp. New York 04-2129408
The Casual Male, Inc. Massachusetts 04-3102315
TCM Holding Co., Inc. Delaware 51-0336334
TCMB&T, Inc. Massachusetts 04-3272368

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PHILIP G. ROSENBERG
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER
J. BAKER, INC.
555 TURNPIKE STREET, CANTON, MASSACHUSETTS 02021
(781) 828-9300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

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With copies to:

STEPHEN W. CARR, P.C. MARK T. BEAUDOUIN, ESQ. HOWARD A. SOBEL, ESQ.
RAYMOND C. ZEMLIN, P.C. FIRST SENIOR VICE PRESIDENT, THOMAS E. MOLNER, ESQ.
GOODWIN, PROCTER & HOAR LLP GENERAL COUNSEL AND SECRETARY KRAMER, LEVIN, NAFTALIS & FRANKEL
Exchange Place, Boston, Massachusetts J. BAKER, INC. 919 Third Avenue, New York, New York
02109 555 Turnpike Street, Canton, 10022
(617) 570-1000 Massachusetts 02021 (212) 715-9100
(781) 828-9300

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, please
check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, as amended, check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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THE REGISTRANT AND THE ADDITIONAL REGISTRANTS (COLLECTIVELY, THE
"REGISTRANTS") HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

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EXPLANATORY NOTE

This Amendment No. 1 to this Registration Statement is an exhibit-only
filing.
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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses in connection with the issuance and distribution of the
securities being registered will be borne by the Company and are set forth in
the following table (all amounts except the registration fee are estimated):

Registration fee................................................. $30,303.03
Legal fees and expenses..........................................
Blue Sky fees and expenses.......................................
NASD filing fee.................................................. 10,500.00
Accounting fees and expenses.....................................
Trustee fees and expenses........................................
Rating agency fees...............................................
Printing fees and expenses.......................................
Miscellaneous....................................................
--------
Total.................................................. $
========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

As permitted by applicable Massachusetts law, Article 6A of the J. Baker,
Inc.'s Restated Articles of Organization, as amended, provides that J. Baker,
Inc. shall indemnify, except as limited by law or as otherwise provided in the
J. Baker, Inc.'s Articles of Organization, each person who serves or has served
as a director or in any other office filled by election or appointment by the
stockholders or the Board of Directors of J. Baker, Inc. against all liability
fixed by a judgment, order, decree, or award in any action, suit or proceeding,
civil or criminal, brought or threatened in or before any court, tribunal,
administrative or legislative body or agency incurred by such person in
connection with each such action, suit or proceeding in which such person is
involved as a result of serving or having served J. Baker, Inc. in such capacity
or, at the request of J. Baker, Inc., as a director, officer, employer or other
agent of any other organization. No indemnification will be provided under
Article 6A to such a person with respect to a matter as to which it shall have
been adjudicated in any such action, suit or proceeding that such person did not
act in good faith in the reasonable belief that such person's action was in the
best interests of J. Baker, Inc. Also, in the event that any such action, suit
or proceeding is compromised or settled so as to impose any liability or
obligation upon such person or upon J. Baker, Inc., no indemnification shall be
provided to such person with respect to a matter if J. Baker, Inc. has obtained
an opinion of counsel that with respect to such matter such person did not act
in good faith in the reasonable belief that such person's action was in the best
interests of J. Baker, Inc.

Article 6F of the J. Baker, Inc. Articles of Organization provides that no
director of J. Baker, Inc. shall be personally liable to J. Baker, Inc. or to
its stockholders for monetary damages for breach of the director's duty as a
director notwithstanding any provision of law imposing such liability; provided,
however, that Article 6F also states that that Article shall not eliminate or
limit any liability of a director (i) for any breach of the director's duty of
loyalty to J. Baker, Inc. or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Sections 61 or 62 of the Massachusetts Business Corporation
Law, or (iv) with respect to any transaction from which the director derived an
improper personal benefit.

Article 6F also provides that if the Massachusetts Business Corporation Law
is subsequently amended to further eliminate or limit the personal liability of
directors or to authorize corporate action to further eliminate or limit such
liability, then the liability of the directors of J. Baker, Inc. shall be
eliminated or limited to the fullest extent permitted by the Massachusetts
Business Corporation Law as so amended.

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ITEM 16. EXHIBITS.

EXHIBIT NO. DESCRIPTION
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*1.1 Form of Underwriting Agreement among the Underwriters named therein and the
Company
*4.1 Form of Indenture among the Company, the Guarantors named therein and the Trustee
*4.2 Form of Note (included in Exhibit No. 4.1)
*5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the Notes being
registered
+12.1 Statement re computation of ratios
+23.1 Consent of KPMG Peat Marwick LLP, Independent Accountants
*23.2 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1 hereto)
+24.1 Powers of Attorney (included in Part II of this Registration Statement)
25.1 Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of 1939

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* To be filed by amendment.

+ Previously filed.

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

(c) The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Trust Indenture Act.

(d) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, J. Baker, Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Canton, Commonwealth of Massachusetts, on the
9th day of October, 1997.

J. BAKER, INC.

By: /s/ PHILIP G. ROSENBERG

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Philip G. Rosenberg
Executive Vice President, Chief
Financial Officer and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this amendment
to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE CAPACITY DATE
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/s/ ALAN I. WEINSTEIN President, Chief Executive October 9, 1997
- ---------------------------------------- Officer and Director (Principal
Alan I. Weinstein Executive Officer)

/s/ PHILIP G. ROSENBERG Executive Vice President, Chief October 9, 1997
- ---------------------------------------- Financial Officer and Treasurer
Philip G. Rosenberg (Principal Financial Officer)

* Chairman of the Board of October 9, 1997
- ---------------------------------------- Directors
Sherman N. Baker

* Director October 9, 1997
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J. Christopher Clifford
* Director October 9, 1997
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Ervin D. Cruce

* Director October 9, 1997
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Douglas J. Kahn

* Director October 9, 1997
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Harold Leppo

* Director October 9, 1997
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David Pulver

* Director October 9, 1997
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Melvin M. Rosenblatt

* Director October 9, 1997
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Nancy Ryan

* /s/ PHILIP G. ROSENBERG
- ----------------------------------------
Philip G. Rosenberg
Attorney-In-Fact

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EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
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*1.1 Form of Underwriting Agreement among the Underwriters named therein and the
Company
*4.1 Form of Indenture among the Company, the Guarantors named therein and the
Trustee
*4.2 Form of Note (included in Exhibit No. 4.1)
*5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the Notes being
registered
+12.1 Statement re computation of ratios
+23.1 Consent of KPMG Peat Marwick LLP, Independent Accountants
*23.2 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1 hereto)
+24.1 Powers of Attorney (included in Part II of this Registration Statement)
25.1 Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of
1939

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* To be filed by amendment.

+ Previously filed.