Gerber Childrenswear, Inc.
Ticker:GCW 7005 Pelham Road, Suite D
Exchange:New York Stock Exchange Greenville, SC 29615
Industry:Manufacturing (SIC Code 2361) (864) 987-5200
# of Employees:3300

Offering Information
Type of Shares:Common Shares Filing Date:3/4/98
U.S. Shares:3,600,000 Offer Date:6/10/98
Non-U.S. Shares:0 Filing Range:$13.00 - $15.00
Primary Shares:3,600,000 Offer Price:$13.00
Secondary Shares:0 Gross Spread:$0.91
Offering Amount: $50,400,000 Selling:$0.54
Expenses:$0 Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Merrill Lynch & Co.Lead Manager (212) 449-4600
Bear, Stearns & Co. Inc.Co-manager (212) 272-4850
Lehman Brothers IncorporatedCo-manager (212) 526-8100
Wasserstein Perella SecuritiesCo-manager (212) 969-2611

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Kirkland & Ellis
Bank's Law Firm: Fried, Frank, Harris, Shriver & Jacobson
Auditor: Ernst & Young
Registrar/Transfer Agent: American Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/97 12/31/97
Revenue:$202.04Assets:$163.89
Net Income:$5.37Curr Assets:$112.39
EPS:$7.48Liabilities:$129.86
Prior EPS:$11.11Curr Liab:$46.51
Cash Flow/Oper:-$5.04Equity:$34.03
Cash Flow/Fin:$30.35Cash:$0.54
Cash Flow/Inv:-$42.37Working Cap:$65.88

Business Description
The company is a leading marketer of infant and toddler apparel and related products, offering products under its flagship brand, Gerber, as well as the Baby Looney Tunes and Curity brand names and the Onesies trademark. The Gerber name and baby head logo are among the best recognized in the infant and toddler industry. The Company believes that Gerber is the leading provider of infant and toddler apparel and related products to volume retailers, which constitute the fastest growing segment of the retail industry. The Company also distributes products to mid-tier department stores and specialty retailers. Gerber holds a leading market share in its distribution channels in the underwear, blanket sleeper and cloth diaper categories. The Company believes that these leading positions in addition to strong consumer recognition of its brands provide opportunities for Gerber to leverage its brands into other product categories including sleep 'n play, bed & bath, playwear, bibs, hosiery and gift sets where Gerber has a growing presence.

Competition
The infant and toddler apparel market is highly competitive. Both branded and private label manufacturers compete in the infant and toddler apparel markets. Competition generally is based upon product quality, brand name recognition, price, selection, service and convenience. Gerber's primary competitors include Fruit of the Loom, Inc. ("Fruit of the Loom"), the Hanes subsidiary of the Sara Lee Corporation ("Hanes"), The William Carter Company ("Carter's"), licensed products and firms using character licenses from Walt Disney Company, Inc. ("Disney") and others. Gerber also competes with certain retailers, including several which are customers of the Company, which have significant private label products offerings. Certain of Gerber's competitors have greater financial resources than the Company. Gerber's ability to compete depends, in substantial part, on the continued high regard for the Gerber brand name and the ability of Gerber to continue to offer high-quality garments at competitive prices. The hosiery industry is highly fragmented and has significant branded and private label components. Competition is generally in terms of price, quality, service, brand recognition and style. Auburn's primary competitors include Hanes, which has the largest share of the market, Renfro Corporation ("Renfro"), Neuville Industries, Inc. ("Neuville") and the Russell Corporation ("Russell"). Auburn also competes with certain retailers, including several which are customers of the Company, which have significant private label product offerings. In addition, Auburn competes with private label manufacturers, including small, local manufacturers and large, public companies that have greater financial resources than the Company and larger customer bases.

Business Plan
The key elements of the Company's business strategy to remain a low-cost supplier of high quality, branded products to volume retailers include: (I) Enhance Offering of High Quality, Innovative Products; (ii) Expand into New and Strengthen Existing Distribution Channels; (iii) Further Penetrate International Markets; (iv) Maximize Operating Efficiencies and (v) Leverage Expertise Through Selective Acquisitions.

Use of Proceeds
The proceeds from the proposed offering will be used to repay indebtedness and redeem preferred stock.

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