TABLE OF CONTENTS




|                               |                                                                                                 |  |  |  |  |  |  | 
|------------------------------ | ----------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART 1  FINANCIAL INFORMATION
|                               | Item 1. Financial Statements.                                                                  
|                               | Item 2.  Managements Discussion and Analysis of Financial Condition and
Results of Operations.

FORM 10-Q/A

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

(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 31, 1999

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: |  | 333-57011
|                        |  |          

|                                                      
|------------------------------------------------------
|Iron Age Corporation                                  
|                                                      
|(Exact name of registrant as specified in its charter)

|                                                           |  |                                        
|---------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                   |  | 25-1376723                             
|                                                           |  |                                        
|(State or other jurisdiction
incorporation or organization |  | (I.R.S. Employer
Identification Number)

|                                                          |  |  |            | 
|--------------------------------------------------------- |  |  | ---------- | 
|Robinson Plaza Three, Suite 400, Pittsburgh, Pennsylvania |  |  | 15205      | 
|                                                         
|(Address of principal executive offices)                  |  |  | (Zip Code) | 

|                                                                 
|-----------------------------------------------------------------
|(412) 787-4100
Registrants telephone number, including area code)
|                                                                 
|Registrants telephone number, including area code)               

|                                                                                                  
|--------------------------------------------------------------------------------------------------
|Not Applicable.
(Former name, former address and former fiscal year, if changed since last report)
|                                                                                                  
|(Former name, former address and former fiscal year, if changed since last report)                

Indicate by check mark whether 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 [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 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 [ ] No [ ] Not Applicable.

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuers classes of
common stock as of the latest practicable date. Not Applicable.





---









PART 1  FINANCIAL INFORMATION







Item 1. Financial Statements.

Condensed Consolidated Balance Sheets as of July 31, 1999 and
January 30, 1999

Condensed Consolidated Statements of Income for the three months and
six months 
       ended July 31, 1999 and August 1, 1998

Condensed Consolidated Statements of Cash Flows for the six months
ended July 31, 1999 and August 1, 1998

Notes to Condensed Consolidated Financial Statements

2



---



Iron Age Corporation
Condensed Consolidated Balance Sheets

|                                               |                                                                             |   |                        |        |            |   |         |        |  
|---------------------------------------------- | --------------------------------------------------------------------------- | - | ---------------------- | ------ | ---------- | - | ------- | ------ | -
|                                               |                                                                             |   | July 31                |        | January 30
|                                               |                                                                             |   | 1999                   |        | 1999      
|                                               |                                                                             |   |                        |        |           
|                                               |                                                                             |   | (unaudited)           
|                                               |                                                                             |   | (Dollars in Thousands)
|                                               |                                                                             |   |                       
|Assets                                        
|                                              
|                                              
|                                              
|                                              
|Current assets:                               
|                                              
|                                              
|                                              
|                                              
|                                               | Cash and cash equivalents                                                   |   | $                      | 409    |            |   | $       | 508    |  
|                                              
|                                              
|                                              
|                                              
|                                               | Accounts receivable, net                                                    |   |                        | 15,921 |            |   |         | 17,455 |  
|                                              
|                                              
|                                              
|                                              
|                                               | Inventories (Note 2)                                                        |   |                        | 36,155 |            |   |         | 36,681 |  
|                                              
|                                              
|                                              
|                                              
|                                               | Prepaid expenses                                                            |   |                        | 1,527  |            |   |         | 4,433  |  
|                                              
|                                              
|                                              
|                                              
|                                               | Deferred income taxes                                                       |   |                        | 862    |            |   |         | 861    |  
|                                               |                                                                             |   |                        |        |            |   |         |       
|Total current assets                           |                                                                             |   | 54,874                 |        |            |   | 59,938  |       
|                                              
|                                              
|                                              
|                                              
|Notes receivable and other assets              |                                                                             |   | 1,073                  |        |            |   | 431     |       
|                                              
|                                              
|                                              
|                                              
|Property and equipment, net                    |                                                                             |   | 10,711                 |        |            |   | 11,008  |       
|                                              
|                                              
|                                              
|                                              
|Intangible assets, net                         |                                                                             |   | 105,358                |        |            |   | 107,851 |       
|                                               |                                                                             |   |                        |        |            |   |         |       
|Total assets                                   |                                                                             | $ | 172,016                |        |            | $ | 179,228 |       
|                                               |                                                                             |   |                        |        |            |   |         |       
|Liabilities and stockholders equity          
|                                              
|                                              
|                                              
|                                              
|Current liabilities:                          
|                                              
|                                              
|                                              
|                                              
|                                               | Current maturities of long-term debt                                        |   | $                      | 500    |            |   | $       | 544    |  
|                                              
|                                              
|                                              
|                                              
|                                               | Accounts payable                                                            |   |                        | 1,624  |            |   |         | 3,307  |  
|                                              
|                                              
|                                              
|                                              
|                                               | Accrued expenses                                                            |   |                        | 7,380  |            |   |         | 8,134  |  
|                                               |                                                                             |   |                        |        |            |   |         |       
|Total current liabilities                      |                                                                             |   | 9,504                  |        |            |   | 11,985  |       
|                                              
|                                              
|                                              
|                                              
|Long-term debt, less current maturities        |                                                                             |   | 115,222                |        |            |   | 123,130 |       
|                                              
|                                              
|                                              
|                                              
|Accrued pension liability                      |                                                                             |   | 443                    |        |            |   | 516     |       
|                                              
|                                              
|                                              
|                                              
|Deferred income taxes                          |                                                                             |   | 5,621                  |        |            |   | 5,728   |       
|                                               |                                                                             |   |                        |        |            |   |         |       
|Total liabilities                              |                                                                             |   | 130,790                |        |            |   | 141,359 |       
|                                              
|                                              
|                                              
|                                              
|Commitments and contingencies                  |                                                                             |   |                       |        |            |   |        |       
|                                              
|                                              
|                                              
|                                              
|Subscribed redeemable preferred stock (Note 4) |                                                                             |   | 2,572                  |        |            |   |        |       
|                                              
|                                              
|                                              
|                                              
|Stockholders equity:                         
|                                              
|                                              
|                                              
|                                              
|                                               | Common stock, $1 par value; 1,000 shares
authorized, issued and outstanding |   |                        | 1      |            |   |         | 1      |  
|                                              
|                                              
|                                              
|                                              
|                                               | Additional paid-in capital                                                  |   |                        | 44,466 |            |   |         | 44,466 |  
|                                              
|                                              
|                                              
|                                              
|                                               | Accumulated deficit                                                         |   |                        | (5,656 | )          |   |         | (6,412 | )
|                                              
|                                              
|                                              
|                                              
|                                               | Other comprehensive loss                                                    |   |                        | (157   | )          |   |         | (186   | )
|                                               |                                                                             |   |                        |        |            |   |         |       
|Total stockholders equity                     |                                                                             |   | 38,654                 |        |            |   | 37,869  |       
|                                               |                                                                             |   |                        |        |            |   |         |       
|Total liabilities and stockholders equity     |                                                                             | $ | 172,016                |        |            | $ | 179,228 |       
|                                               |                                                                             |   |                        |        |            |   |         |       

See accompanying notes.

3



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Iron Age Corporation
Condensed Consolidated Statements of Income (Unaudited)

|                                                         |  |                    |        |                  |  |                        |        |          |  |   |        |   |  |   |        |  
|-------------------------------------------------------- |  | ------------------ | ------ | ---------------- |  | ---------------------- | ------ | -------- |  | - | ------ | - |  | - | ------ | -
|                                                         |  | Three months ended |        | Six months ended
|                                                         |  |                    |        |                 
|                                                         |  | July 31            |        | August 1         |  | July 31                |        | August 1
|                                                         |  | 1999               |        | 1998             |  | 1999                   |        | 1998    
|                                                         |  |                    |        |                  |  |                        |        |         
|                                                         |  |                    |        |                  |  | (Dollars in Thousands)
|Net sales                                                |  | $                  | 28,478 |                  |  | $                      | 29,112 |          |  | $ | 61,385 |   |  | $ | 61,279 |  
|                                                        
|                                                        
|                                                        
|                                                        
|Cost of sales                                            |  |                    | 14,097 |                  |  |                        | 14,805 |          |  |   | 30,516 |   |  |   | 30,848 |  
|                                                         |  |                    |        |                  |  |                        |        |          |  |   |        |   |  |   |        |  
|Gross profit                                             |  |                    | 14,381 |                  |  |                        | 14,307 |          |  |   | 30,869 |   |  |   | 30,431 |  
|                                                        
|                                                        
|                                                        
|                                                        
|Selling, general and administrative                      |  |                    | 10,436 |                  |  |                        | 11,112 |          |  |   | 21,081 |   |  |   | 24,079 |  
|                                                        
|                                                        
|                                                        
|                                                        
|Depreciation                                             |  |                    | 475    |                  |  |                        | 426    |          |  |   | 919    |   |  |   | 850    |  
|                                                        
|                                                        
|                                                        
|                                                        
|Amortization of intangible assets                        |  |                    | 897    |                  |  |                        | 878    |          |  |   | 1,801  |   |  |   | 1,724  |  
|                                                         |  |                    |        |                  |  |                        |        |          |  |   |        |   |  |   |        |  
|Operating income                                         |  |                    | 2,573  |                  |  |                        | 1,891  |          |  |   | 7,068  |   |  |   | 3,778  |  
|                                                        
|                                                        
|                                                        
|                                                        
|Interest expense                                         |  |                    | 3,142  |                  |  |                        | 3,305  |          |  |   | 6,504  |   |  |   | 5,986  |  
|                                                         |  |                    |        |                  |  |                        |        |          |  |   |        |   |  |   |        |  
|(Loss) income before income taxes and extraordinary item |  |                    | (569   | )                |  |                        | (1,414 | )        |  |   | 564    |   |  |   | (2,208 | )
|                                                        
|                                                        
|                                                        
|                                                        
|Income tax (benefit) provision                           |  |                    | (19    | )                |  |                        | (295   | )        |  |   | 721    |   |  |   | (397   | )
|                                                         |  |                    |        |                  |  |                        |        |          |  |   |        |   |  |   |        |  
|Loss before extraordinary item                           |  |                    | (550   | )                |  |                        | (1,119 | )        |  |   | (157   | ) |  |   | (1,811 | )
|                                                        
|                                                        
|                                                        
|                                                        
|Extraordinary gain (loss), net of tax effect (Note 3)    |  |                    | 924    |                  |  |                        |       |          |  |   | 924    |   |  |   | (4,015 | )
|                                                         |  |                    |        |                  |  |                        |        |          |  |   |        |   |  |   |        |  
|Net income (loss)                                        |  | $                  | 374    |                  |  | $                      | (1,119 | )        |  | $ | 767    |   |  | $ | (5,826 | )
|                                                         |  |                    |        |                  |  |                        |        |          |  |   |        |   |  |   |        |  

See accompanying notes.

4



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Iron Age Corporation
Condensed Consolidated Statements of Cash Flows (Unaudited)

|                                                                                                   |                                                              |                     |         |                        |        |                  |          |       |        |  
|-------------------------------------------------------------------------------------------------- | ------------------------------------------------------------ | ------------------- | ------- | ---------------------- | ------ | ---------------- | -------- | ----- | ------ | -
|                                                                                                   |                                                              |                     |         | Six months ended       |        | Six months ended
|                                                                                                   |                                                              |                     |         | July 31                |        | August 1        
|                                                                                                   |                                                              |                     |         | 1999                   |        | 1998            
|                                                                                                   |                                                              |                     |         |                        |        |                 
|                                                                                                   |                                                              |                     |         | (Dollars in Thousands)
|Operating activities                                                                              
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|Net income (loss)                                                                                  |                                                              | $                   | 767     |                        |        | $                | (5,826   | )    
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   | Extraordinary item, net of tax                               |                     |         | (924                   | )      |                  |          | 4,015 |       
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   | Depreciation and amortization                                |                     |         | 2,956                  |        |                  |          | 2,793 |       
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   | Amortization of deferred financing fees included in interest |                     |         | 496                    |        |                  |          | 191   |       
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   | Provision for losses on accounts receivable                  |                     |         | 60                     |        |                  |          | 60    |       
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   | Deferred income taxes                                        |                     |         | (107                   | )      |                  |          | (493  | )     
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|Changes in operating assets and liabilities:                                                      
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   |                                                              | Accounts receivable |         |                        | 1,474  |                  |          |       | 760    |  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   |                                                              | Inventories         |         |                        | 526    |                  |          |       | 741    |  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   |                                                              | Prepaid expenses    |         |                        | 2,177  |                  |          |       | 58     |  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   |                                                              | Other assets        |         |                        | (170   | )                |          |       | (357   | )
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   |                                                              | Accounts payable    |         |                        | (1,683 | )                |          |       | (1,246 | )
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                   |                                                              | Accrued expenses    |         |                        | (697   | )                |          |       | (1,109 | )
|                                                                                                   |                                                              |                     |         |                        |        |                  |          |      
|Net cash provided by (used in) operating activities                                                |                                                              |                     | 4,875   |                        |        |                  | (413     | )    
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|Investing activities                                                                              
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|Net cash used in business acquisitions                                                             |                                                              |                     |        |                        |        |                  | (5,240   | )    
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|Capitalization of internal-use software costs                                                      |                                                              |                     | (545    | )                      |        |                  |         |      
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|Purchases of property and equipment                                                                |                                                              |                     | (858    | )                      |        |                  | (1,019   | )    
|                                                                                                   |                                                              |                     |         |                        |        |                  |          |      
|Net cash used in investing activities                                                              |                                                              |                     | (1,403  | )                      |        |                  | (6,259   | )    
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|Financing activities                                                                              
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|Borrowing under revolving credit agreement                                                         |                                                              |                     | 13,100  |                        |        |                  | 37,600   |      
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|Proceeds from senior subordinated notes                                                            |                                                              |                     |        |                        |        |                  | 100,000  |      
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|Issuance of redeemable preferred stock subscriptions                                               |                                                              |                     | 2,563   |                        |        |                  |         |      
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|Contribution by Holdings                                                                           |                                                              |                     |        |                        |        |                  | 6,380    |      
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|Principal payment on debt                                                                          |                                                              |                     | (18,903 | )                      |        |                  | (114,585 | )    
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|Payment of financing costs                                                                         |                                                              |                     | (187    | )                      |        |                  | (5,093   | )    
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|Call premium on early extinguishment of old subordinated notes                                     |                                                              |                     |        |                        |        |                  | (1,562   | )    
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|Redemption of Preferred Stock, including
Cumulative unpaid dividends                               |                                                              |                     |        |                        |        |                  | (17,664  | )    
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|Principal payments on capital leases                                                               |                                                              |                     | (173    | )                      |        |                  | (14      | )    
|                                                                                                   |                                                              |                     |         |                        |        |                  |          |      
|Net cash (used in) provided by financing activities                                                |                                                              |                     | (3,600  | )                      |        |                  | 5,062    |      
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|Effect of exchange rate changes on cash and cash equivalents                                       |                                                              |                     | 29      |                        |        |                  | (116     | )    
|                                                                                                   |                                                              |                     |         |                        |        |                  |          |      
|Decrease in cash and cash equivalents                                                              |                                                              |                     | (99     | )                      |        |                  | (1,726   | )    
|                                                                                                  
|                                                                                                  
|                                                                                                  
|                                                                                                  
|Cash and cash equivalents at beginning of period                                                   |                                                              |                     | 508     |                        |        |                  | 2,060    |      
|                                                                                                   |                                                              |                     |         |                        |        |                  |          |      
|Cash and cash equivalents at end of period                                                         |                                                              | $                   | 409     |                        |        | $                | 334      |      
|                                                                                                   |                                                              |                     |         |                        |        |                  |          |      

See accompanying notes.

5



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Iron Age Corporation
Notes to Condensed Consolidated
Financial Statements (Unaudited)

July 31, 1999

1.    Accounting Policies

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 with the instructions to Article 10 of
Regulation S-X. 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 normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the six month period
ended July 31, 1999 are not necessarily indicative of the results that may be
expected for the fiscal year ended January 29, 2000. For further information,
refer to Iron Age Corporations (Iron Age or the Company) consolidated
financial statements and footnotes thereto for the fiscal year ended January
30, 1999.

2.    Inventory

|                                      |  |         |        |            |  |   |        | 
|------------------------------------- |  | ------- | ------ | ---------- |  | - | ------ | 
|                                      |  | July 31 |        | January 30
|                                      |  | 1999    |        | 1999      
|                                      |  |         |        |           
|Inventories consist of the following:
|                                     
|                                     
|                                     
|                                     
|Raw materials                         |  | $       | 1,989  |            |  | $ | 2,328  | 
|                                     
|                                     
|                                     
|                                     
|Work-in-process                       |  |         | 772    |            |  |   | 815    | 
|                                     
|                                     
|                                     
|                                     
|Finished goods                        |  |         | 33,394 |            |  |   | 33,538 | 
|                                      |  |         |        |            |  |   |        | 
|                                      |  | $       | 36,155 |            |  | $ | 36,681 | 
|                                      |  |         |        |            |  |   |        | 

3.    Extraordinary Gain

On July 20, 1999, the Company repurchased $9.64 million in principal amount of
its 9 7/8% Senior Subordinated Notes due 2008 (the Senior Subordinated Notes)
for $7.66 million. The Company recorded an extraordinary gain of $0.92
million, net of unamortized deferred financing costs of $0.38 million and
income taxes of $0.67 million.

4.    Subscribed Redeemable Preferred Stock

In connection with the repurchase of the Senior
Subordinated Notes as described in Note 3, on July 20, 1999, the Company borrowed $5.1 million
under its new credit facility (the New Credit Facility) and Fenway Partners
Capital Fund, L.P., Holdings (as defined below) majority stockholder, made an
equity contribution of $2.563 million and on September 22, 1999, the Company borrowed
$4.7 million under the New Credit Facility and Fenway made an equity contribution of
$2.375 million. Fenway will be issued an aggregate of 1,000 shares of Series B Preferred Stock of Holdings (the Series B Preferred) for its equity contribution. The
Series B
Preferred will have a price per share of $4,938 and will have a per share
annual dividend amount equal to $953.97, which dividends shall accrue from
August 21, 1999 and shall be payable in-kind, semi-annually in arrears on
February 21 and August 21, beginning February 21, 2000. The Series B Preferred
will be junior to outstanding Series A Preferred Stock, if any, and senior to
the Common Stock in dividends and liquidation. On liquidation, the Series B
Preferred shall receive all accrued and unpaid dividends, payable as additional
shares of Series B Preferred. All outstanding and accrued shares of Series B
Preferred will have a per share liquidation preference equal to $4,938 plus an
Additional Amount, which is defined as $2,044,324.70 divided by the total
number of outstanding and accrued shares of Series B Preferred as of the event
of liquidation. The Series B Preferred will be redeemable upon a Change of
Control or a Public Offering, as such terms are defined in the indenture
governing the Senior Subordinated Notes, at a redemption price equal to the
amount that would be paid to the Series B Preferred in the event of a
liquidation.

6



---



5.    Comprehensive Income (Loss)

|                                            |  |                    |      |                  |  |          |        |           |  |   |     |  |  |   |        |  
|------------------------------------------- |  | ------------------ | ---- | ---------------- |  | -------- | ------ | --------- |  | - | --- |  |  | - | ------ | -
|                                            |  | Three Months Ended |      | Six Months Ended
|                                            |  |                    |      |                 
|                                            |  | July 31,           |      | August 1,        |  | July 31, |        | August 1,
|                                            |  | 1999               |      | 1998             |  | 1999     |        | 1998     
|                                            |  |                    |      |                  |  |          |        |          
|Net income (loss)                           |  | $                  | 374  |                  |  | $        | (1,119 | )         |  | $ | 767 |  |  | $ | (5,826 | )
|                                           
|                                           
|                                           
|                                           
|Foreign currency translation gains (losses) |  |                    | (118 | )                |  |          | (126   | )         |  |   | 29  |  |  |   | (116   | )
|                                            |  |                    |      |                  |  |          |        |           |  |   |     |  |  |   |        |  
|Total comprehensive income (loss)           |  | $                  | 256  |                  |  | $        | (1,245 | )         |  | $ | 796 |  |  | $ | (5,942 | )
|                                            |  |                    |      |                  |  |          |        |           |  |   |     |  |  |   |        |  

6.    Divestiture

On May 25, 1999, the Company sold the assets (primarily inventory) of its
safety and medical products line with a carrying value of approximately $0.4
million to Stratford Safety Products, Inc. for $0.5 million. The sale resulted
in a gain of $0.085 million, which was reflected as a reduction of goodwill
that was recorded in connection with the acquisition of Safety Supplies and
Service Co., Inc. The Companys net income from the safety and medical
products line was not material from the date of the acquisition to the date of
sale.

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Item 2.  Managements Discussion and Analysis of Financial Condition and
Results of Operations.

General

The following discussions should be read in conjunction with the accompanying
Condensed Consolidated Financial Statements for the period ended July 31, 1999,
and the Companys audited consolidated financial statements and Annual Report
on Form 10-K for the fiscal year ended January 30, 1999.

July 1999 Transaction

On July 20, 1999, the Company repurchased $9.64 million in principal amount of
the Senior Subordinated Notes for $7.66 million. The purchase price was funded
by $5.1 million of borrowings under the New Credit Facility and a $2.56 million
equity contribution from Holdings majority stockholder, Fenway Partners
Capital Fund, L.P., for which Fenway Partners Capital Fund, L.P. will receive
Series B Preferred Stock. The Company recorded an extraordinary gain of $0.92
million, net of unamortized deferred financing costs of $0.38 million, and
income taxes of $0.67 million. Following the repurchase, such principal amount
of the Senior Subordinated Notes was retired. The transaction described in
this paragraph is referred to herein as the July 1999 Transaction. The
Company may, under favorable market conditions, repurchase additional Senior
Subordinated Notes.

Acquisitions and Capital Restructuring

The Fenway Acquisition occurred on February 26, 1997. Concurrent with the
Fenway Acquisition, (i) Holdings and the Company entered into the Old Credit
Facility, (ii) the Company issued the Old Subordinated Notes in the amount of
$14.55 million (net of a $0.45 million discount), (iii) Holdings issued 1,500
shares of the Holdings Series A Preferred Stock for an aggregate consideration
of $14.9 million, (iv) Holdings issued 88,625 shares of Common Stock for an
aggregate consideration of approximately $32.2 million, (v) Holdings issued
warrants to acquire approximately 7,000 shares of Common Stock of Holdings at
an exercise price of $185.52 per share for an aggregate consideration of $0.1
million, and (vi) management rolled over certain options to acquire
approximately 6,000 shares of the predecessor company at an exercise price of
$62 per share into options to acquire approximately 11,500 shares of Common
Stock of Holdings at an exercise price of $36.36 per share and were granted
additional options to acquire shares of Common Stock of Holdings at an exercise
price of $363.60 per share. The total fair value of the exchanged options was
recognized as a capital contribution to Holdings because the exchanged options
represented a portion of the purchase price for Holdings. The Fenway
Acquisition was accounted for by the purchase method and the purchase price has
been allocated to the Companys assets and liabilities based on fair market
value. The Fenway Acquisition resulted in goodwill of approximately $84.1
million, which is being amortized over 40 years. The exercise price of the
options which were rolled over by management is approximately $36 per share and
represents the difference between the fair market value of Holdings Common
Stock at the date of grant and the total fair value of the exchanged
options which was recognized as a capital contribution to Holdings of
approximately $3,772,700, or approximately $328 per share.

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The Company acquired Knapp Shoes, Inc. (Knapp) on March 14, 1997 (the
Knapp Acquisition). As part of the Knapp Acquisition, Holdings contributed
an additional $4.0 million of common equity. The Knapp Acquisition was
accounted for under the purchase method for business combinations and,
accordingly, the results of operations for Knapp are included in the Companys
financial statements only from the date of the Knapp Acquisition.

On April 24, 1998 in the April 1998 Transactions, (i) Holdings
consummated the sale of the Discount Notes, its 12 1/8% Senior Discount Notes
due 2009, in an aggregate principal amount at maturity of $45.14 million, in a
transaction exempt from the registration requirements of the Securities Act,
(ii) the Company issued the Senior Subordinated Notes, its 9 7/8% Senior
Subordinated Notes due 2008, in an aggregate principal amount of $100 million
in a transaction exempt from the registration requirements of the Securities
Act, and (iii) Holdings and the Company entered into the New Credit Facility,
which, as amended, provides for a $61.6 million senior secured credit facility
consisting of a $30.0 million revolving working capital facility and a $31.6
million revolving acquisition facility. Holdings and the Company used excess
cash and net proceeds from the Discount Notes, the Senior Subordinated Notes
and the New Credit Facility to repay the Old Credit Facility and the Old
Subordinated Notes, to make compensation payments to certain members of
management and to pay a dividend to Holdings to allow Holdings to redeem the
Holdings Series A Preferred Stock. The transactions described in this
paragraph are collectively referred to herein as the April 1998 Transactions.

On October 21, 1998, the Company consummated an exchange offer of Senior
Subordinated Notes registered under the Securities Act of 1933, as amended.
The Senior Subordinated Notes and the notes exchanged therefor are referred to
as the Senior Subordinated Notes.

In April 1998, the Company, through its subsidiary IA Vision Acquisition Co.,
acquired the stock of Safety Supplies & Service Company, Inc. and acquired
certain assets and assumed certain liabilities of Safety Depot Ltd., ACT
Safety, Inc. and J Mars-Knapp Shoes (the First Quarter 1998 Acquisitions).
The combined purchase price for the First Quarter 1998 Acquisitions was
approximately $4.64 million, including transaction costs of approximately $0.15
million. In addition, on July 7, 1998, the Company acquired certain assets of
Work-Saf, Inc. for approximately $0.75 million (the Second Quarter 1998
Acquisition). The First Quarter 1998 Acquisitions and the Second Quarter 1998
Acquisition have been accounted for using the purchase method of accounting for
business combinations, and accordingly, (i) the results of operations for each
of the acquired companies are included in the Companys financial statements
only from the date of the respective acquisitions and (ii) the purchase price
has been allocated to the Companys assets and liabilities based upon fair
market value. The First Quarter 1998 Acquisitions and the Second Quarter 1998
Acquisition resulted in goodwill of approximately $2.8 million, which is being
amortized over 40 years.

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Divestitures

On May 25, 1999, the Company sold its safety and medical products line to
Stratford Safety Products, Inc. for $0.5 million. The sale resulted in a
reduction in the basis of the assets of $0.085 million, which was reflected as
a reduction of goodwill that was recorded in connection with the acquisition of
Safety Supplies & Service Co., Inc.

Effective August 31, 1998, the Company sold the Dunham trademark and related
trademarks to New Balance Athletic Shoe, Inc. (New Balance) for $2.0 million
and recorded a gain of $1.7 million (the Dunham Sale). Dunham wholesale
sales were $3.1 million in fiscal 1999, consisting of Dunham sales of $1.3
million prior to the Dunham Sale, sales of on-hand inventory to New Balance for
approximately $0.6 million in conjunction with the Dunham Sale and sales of
Dunham products of $1.2 million to New Balance after the Dunham Sale. In
conjunction with the Dunham Sale, the Companys subsidiary, Falcon Shoe Mfg.
Co., agreed to manufacture for New Balance certain products which New Balance
will continue to sell under the Dunham brand name pursuant to a two year supply
agreement with New Balance.

Results of Operations

Three Months ended July 31, 1999 compared to
Three Months ended August 1, 1998

Net Salesfor the three months ended July 31, 1999 (second quarter 2000) were
$28.5 million compared to $29.1 million for the comparable three month period
ended August 1, 1998 (second quarter 1999), a decrease of $0.6 million, or
2.2%. The decrease in net sales was primarily attributable to a decrease of
$0.4 million, or 1.4%, related to the sale of the Companys safety and medical
products line in May 1999 and a decrease of $0.2 million, or 0.7%, related to
redundant and non-performing store closings.

Gross Profitfor second quarter 2000 was $14.4 million compared to $14.3
million for second quarter 1999, an increase of $0.1 million, or 0.7%. As a
percentage of net sales, gross profit for second quarter 2000 increased to
50.5%, an increase of 1.3% from the second quarter 1999. Approximately 0.6% of
the increase in the gross profit percentage is related to the decrease in the
LIFO inventory provision. The remainder of the increase is generally
attributable to improved gross profit margins in the Companys primary footwear
distribution business.

Selling, General and Administrative Expensesfor second quarter 2000 were $10.4
million compared to $11.1 million for second quarter 1999, a decrease of $0.7
million, or 6.3%, due primarily to the effect of cost containment initiatives
which included the consolidation of the Knapp division into the Companys
primary footwear distribution business, redundant and non-performing store
closings and the sale of the Companys safety and medical products line.

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Operating Incomefor second quarter 2000 was $2.6 million, or 9.1% of net
sales, compared to $1.9 million, or 6.5% of net sales, for second quarter 1999.
The increase was primarily attributable to the increase in gross profit and the
decrease in selling, general and administrative expenses as discussed above.

Interest Expensefor second quarter 2000 was $3.1 million compared to $3.3
million for second quarter 1999, a decrease of $0.2 million, or 6.1%. The
decrease in interest expense was attributable to decreased indebtedness of the
Company related to the repurchase of a portion of the Senior Subordinated Notes
in the July 1999 Transaction.

Income Tax Expensefor second quarter 2000 was an income tax benefit of $0.02
million compared to an income tax benefit of $0.3 million for second quarter
1999. Income tax benefit for second quarter 2000 and income tax benefit for
second quarter 1999 differ from that of the statutory income tax rate due
primarily to nondeductible goodwill amortization.

Extraordinary Itemfor second quarter 2000 was an extraordinary gain of $0.9
million, net of a $0.7 million tax expense, due to the repurchase of a portion
of the Senior Subordinated Notes in the July 1999 Transaction.

Six Months ended July 31, 1999 compared to
Six Months ended August 1, 1998

Net Salesfor the six months ended July 31, 1999 (first half 2000) were $61.4
million compared to $61.3 million for the comparable six month period ended
August 1, 1998 (first half 1999), an increase of $0.1 million, or 0.2%. The
increase in net sales was partially offset by a $0.4 million, or 0.7%, decrease
in net sales from the sale of the Companys safety and medical products line
and a $0.3 million, or 0.5%, decrease in net sales related to redundant and
non-performing store closings.

Gross Profitfor first half 2000 was $30.9 million compared to $30.4 million
for first half 1999, an increase of $0.5 million, or 1.6%. As a percentage of
net sales, gross profit for first half 2000 increased to 50.3%, an increase of
0.6% from first half 1999. Approximately 0.4% of the increase in the gross
profit percentage is related to the decrease in the LIFO inventory provision.
The remainder of the increase is generally attributable to improved gross
profit margins in the Companys primary footwear distribution business.

Selling, General and Administrative Expensesfor first half 2000 were $21.1
million compared to $24.1 million for first half 1999, a decrease of $3.0
million, or 12.5%. Excluding the effect of $2.2 million of compensation
payments to certain members of management in connection with the April 1998
Transactions in first quarter 1999, selling, general and administrative
expenses decreased by $0.8 million, or 3.7%, due primarily to the effect of
cost containment initiatives which included the consolidation of the Knapp
division into the Companys primary footwear distribution business, redundant
and non-performing store closings and the sale of the Companys safety and
medical products line.

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Operating Incomefor first half 2000 was $7.1 million, or 11.6% of net sales,
compared to $3.8 million, or 6.2% of net sales, for first half 1999. The
increase was primarily attributable to the increase in gross profit and the
decrease in selling, general and administrative expenses as discussed above.

Interest Expensefor first half 2000 was $6.5 million compared to $6.0 million
for first half 1999, an increase of $0.5 million, or 8.3%. The increase in
interest expense was attributable to increased indebtedness of the Company
resulting from the April 1998 Transactions. The increase was partially offset
by decreased indebtedness of the Company related to the repurchase of a portion
of the Senior Subordinated Notes in the July 1999 Transaction.

Income Tax Expensefor first half 2000 was $0.7 million compared to an income
tax benefit of $0.4 million for first half 1999. Income tax expense for first
half 2000 and income tax benefit for first half 1999 differ from that of the
statutory income tax rate due primarily to nondeductible goodwill amortization.

As of January 30, 1999, the Company recognized a state income tax benefit of
$1.1 million from net operating loss carryforwards for first quarter 1999. The
Company needs to generate $10.0 million of state taxable income to realize this
benefit. The Company evaluates the adequacy of the valuation reserve and the
realization of the deferred tax benefit on an ongoing basis. Management
believes that future taxable income will more likely than not allow the Company
to realize this benefit.

Extraordinary Itemfor first half 2000 was an extraordinary gain of $0.9
million, net of a $0.7 million tax expense, due to the repurchase of a portion
of the Senior Subordinated Notes in the July 1999 Transaction. Extraordinary
item for first half 1999 was an extraordinary loss of $4.0 million, net of a
$2.9 million tax benefit, due to the early extinguishment of indebtedness
resulting from the repayment of the Old Subordinated Notes and the Old Credit
Facility in the April 1998 Transactions.

Liquidity and Capital Resources

The Companys primary cash needs are working capital, capital expenditures and
debt service. The Company anticipates that it may use cash in the future to
finance acquisitions. The Company has financed cash requirements primarily
through internally generated cash flow and funds borrowed under credit
facilities.

Net cash provided by operating activities was $4.9 million for first half 2000,
an increase of $5.3 million as compared to net cash used in operating
activities of $0.4 million in first half 1999. The increase in cash from
operating activities is primarily the result of improved operating results for
first half 2000 and overall reductions in working capital.

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Excluding cash paid for acquisitions, the Companys investing activities
consisted of capital expenditures of $1.4 million for first half 2000 and $1.0
million for first half 1999. Capital expenditures for first half 2000 included
capital expenditures related to the acquisition of software
for internal use and improvements in footwear and vision retail stores, Vision
vans, information technology equipment and the final cost of the Falcon
Manufacturing Co. and Knapp® factory integration. Capital
expenditures for first half 1999 included $0.2 million in remaining costs
related to the addition to the Companys central distribution center building.
The remaining $0.8 million in capital expenditures was related to improvements
in retail stores, shoemobiles and equipment in the primary footwear
distribution business and installing POS (Point-of-Sale) systems in stores and
trucks acquired in connection with the First Quarter 1998 Acquisitions.

The Company used approximately $3.6 million from financing activities for first
half 2000, which consisted of net working capital borrowings of approximately
$3.3 million excluding the July 1999 Transaction. The Companys financing
activities in first half 2000 also included a borrowing of $5.1 million on the
New Credit Facility in July 1999. The proceeds were used to pay for a portion
of the repurchase of a portion of the Senior Subordinated Notes in the July
1999 Transaction. The remaining portion of the repurchase was provided by a
$2.56 million equity contribution from Holdings. The amount of such equity
contribution was provided to Holdings by a $2.56 million equity contribution
from Holdings majority stockholder, Fenway Partners Capital Fund, L.P., for
which Fenway Partners Capital Fund, L.P. will receive Series B Preferred Stock.

The Companys total working capital as of July 31, 1999 was $45.4 million. At
January 30, 1999, working capital was $48.0 million. The primary reason for the
decrease to working capital was a reduced investment in accounts receivable and
inventory and the receipt of an income tax refund related to the April 1998
Transactions.

Cash flow from operations for first half 2000 was sufficient to cover debt
service requirements under the New Credit Facility. The Companys ability to
make scheduled payments of principal, or to pay the interest or premium (if
any) on, or to refinance, its indebtedness, or to fund planned capital
expenditures will depend on its future performance, which, to a certain extent,
is subject to general economic, financial, competitive, legislative, regulatory
and other factors that are beyond its control. Based upon the current level of
operations, management believes that cash flow from operations and available
cash, together with available borrowings under the New Credit Facility, will be
adequate to meet the Companys anticipated future requirements for working
capital, budgeted capital expenditures and scheduled payments of principal and
interest on its indebtedness for the next several years. There can be no
assurance that the Companys business will generate sufficient cash flow from
operations or that future borrowing will be available under the New Credit
Facility in an amount sufficient to enable the Company to service its
indebtedness, including the Senior Subordinated Notes, or to make capital
expenditures.

13



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The Companys debt consists of the Senior Subordinated Notes, the New Credit
Facility and certain other debt. The New Credit Facility, as amended, consists
of a $31.6 million multiple draw acquisition term loan facility (the New
Acquisition Credit Facility) and $30.0 million in revolving credit loans,
letters of credit and swing line loans (the New Revolving Credit Facility).
The Companys other debt of $0.8 million consists of capital leases and other
notes. As of July 31, 1999, approximately $16.4 million of the New Acquisition
Credit Facility and approximately $8.2 million of the New Revolving Credit
Facility were outstanding. The Company has additional borrowing
availability of $15.2 million under the New Acquisition Credit Facility and
approximately $21.8 million under the New Revolving Credit Facility. The New
Acquisition Credit Facility matures in quarterly installments from July 2001
until final payment in April 2004. The New Revolving Credit Facility will
mature in April 2004 and has no scheduled interim principal payments.

The Senior Subordinated Notes are fully and unconditionally guaranteed on an
unsecured, senior subordinated basis by each Domestic Restricted Subsidiary
that is a Material Subsidiary (as such terms are defined in the indenture for
the Senior Subordinated Notes (the Senior Subordinated Notes Indenture))
(whether currently existing, newly acquired or created). Each such subsidiary
guaranty (a Subsidiary Guaranty) will provide that the subsidiary guarantor,
as primary obligor and not merely as surety, will irrevocably and
unconditionally guarantee on an unsecured, senior subordinated basis the
performance and punctual payment when due, whether at stated maturity, by
acceleration or otherwise, of all obligations of the Company under the Senior
Subordinated Notes Indenture and the Senior Subordinated Notes, whether for
payment of principal or of interest on the Senior Subordinated Notes, expenses,
indemnification or otherwise. As of January 30, 1999, none of the Companys
Domestic Restricted Subsidiaries was a Material Subsidiary, and therefore no
Subsidiary Guaranty was in force or effect.

14



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Amendments to the New Credit Facility

On February 26, 1999, the New Credit Facility was amended to (i) amend the
definition of EBITDA for fiscal year 2000 for certain purposes of the New
Credit Facility, (ii) add as a condition to drawing on the New Acquisition
Credit Facility prior to April 2000 certain required interest coverage ratios
and leverage ratios, (iii) amend required interest coverage ratios applicable
to fiscal year 2000, and (iv) add to the financial covenants applicable to
fiscal year 2000 certain required senior coverage ratios.

On June 23, 1999, the New Credit Facility was amended to (i) permit the use of
up to $13,300,000 of the New Acquisition Credit Facility to repurchase Senior
Subordinated Notes at or below par value; provided that no more than two-thirds
of the purchase price of such Senior Subordinated Notes comes from borrowings
under the New Acquisition Credit Facility; (ii) amend the definition of Fixed
Charge Coverage Ratio to eliminate the tax effect of any permitted repurchases
of the Senior Subordinated Notes; (iii) add as a permitted use of proceeds of
the New Acquisition Credit Facility the permitted repurchases of the Senior
Subordinated Notes; (iv) reduce the borrowing base availability under the New
Revolving Credit Facility by $3,000,000 from the time the Company first borrows
under the New Acquisition Credit Facility to repurchase Senior Subordinated
Notes until the lenders consent to terminate such restriction on availability;
(v) amend the required interest coverage ratios applicable to fiscal year 2000;
and (vi) amend the required senior leverage ratios applicable to fiscal year
2000.

Year 2000 Issue

Many existing computer programs use only two digits, rather than four, to
represent a year. The Year 2000 issue arises because date-sensitive software
or hardware written or developed in this manner may recognize a date using 00
as the year 1900 rather than the year 2000. This could potentially result in
system failures or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.

The Company classifies its response to the Year 2000 Issue into five phases:
inventory, assessment, renovation, validation and implementation. Inventory is
the process in which all electronic/computer components are defined for all
systems (information technology (IT) and non-information technology
(non-IT)). Assessment is the process in which all components are classified
as either compliant or non-compliant. Renovation is the process in which a
system is upgraded, replaced or retired. Validation is the process in which
compliant systems are tested within the Companys infrastructure to validate
that either the initial compliant assessment is correct or the upgrade or
replacement from the renovation phase is compliant with the Companys
infrastructure. Implementation is the process in which a compliant system is
installed into the Companys production environment and is used to support
business operations.

15



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The Company has completed the inventory, assessment, renovation and validation
of its IT systems, and implemented these systems in March 1999. In the ordinary
course of business, the Company upgraded the applications software covering the
main integrated system. As of July 31, 1999, the Company had expended
approximately $45,000 and has a total expected cost of $65,000 to replace,
renovate, validate and implement software to address the Year 2000 Issue. This
cost is being funded out of operating cash flow with the entire amount being
capitalized as new hardware and software, in accordance with EITF 96-14.

The Companys inventory and assessment of its non-IT systems (including
telephone, heating/air-conditioning, electricity and security systems) was
completed by December 31, 1998. This is being followed by any required
renovation in calendar year 1999. The Company is using internal resources to
address the Year 2000 Issue of its non-IT systems and has not incurred
significant, separately identifiable costs through July 31, 1999 but does
expect to incur additional costs of approximately $40,000 in order to upgrade
its non-IT systems. All validation and implementation of these non-IT systems
is expected to be completed by the end of the third quarter. This cost is being
funded out of operating cash flow with the entire amount being capitalized as
new hardware and software.

The costs of the systems implementation and Year 2000 modifications are based
upon managements best estimates, which were derived utilizing numerous
assumptions of future events, including the continued availability of certain
resources, and other factors. However, there can be no guarantee that these
estimates will be achieved and actual results could differ materially from
those anticipated. Specific factors that might cause such material differences
include, but are not limited to, the availability and cost of personnel trained
in this area, the ability to locate and correct all relevant computer codes,
and similar uncertainties. As of July 31, 1999, the cost of bringing the
Companys IT and non-IT systems into Year 2000 compliance is not expected to
have a material effect on the Companys financial condition or results of
operations.

In addition to reviewing its internal systems, the Company has polled its major
footwear and other vendors to determine whether they are Year 2000 compliant or
to identify any potential issues. As a result of the correspondence,
management has no reason to believe that the Companys major footwear and other
vendors will not be Year 2000 compliant. If the Companys customers and
vendors do not achieve Year 2000 compliance before the end of 1999, the Company
may experience a variety of problems which may have a material adverse effect
on the Company. To the extent such vendors are not Year 2000 compliant by the
end of 1999, such vendors may fail to deliver ordered materials and products to
the Company and may fail to bill the Company properly and promptly.
Consequently, the Company may experience delays in sourcing product to send to
its customers. The Company plans to address potential problems with its vendors
by identifying and arranging for alternate sources of supply. Due to the
nature of its product, the Company does not believe it has any exposure to
contingencies related to the Year 2000 Issue for the products it has sold.

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Recently Issued Accounting Standards

In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement No. 133, Accounting for Derivative Instruments and Hedging Activities
(the Statement). As amended by FASB Statement No. 137, Deferral of the
Effective Date of FASB Statement No. 133, the Statement is required to be adopted
for all fiscal quarters in years beginning after June 15, 2000. The Statement
permits early adoption as of the beginning of any fiscal quarter after its
issuance. The Company expects to adopt the new Statement effective with the
first fiscal quarter of fiscal year 2002. The Statement will require the Company
to recognize all derivatives on the balance sheet at fair value. Derivatives that
are not hedges must be adjusted to fair value through income. If a derivative
is a hedge, depending upon the nature of the hedge, changes in the fair value
of the derivative will either be offset against the change in fair value of the
hedged asset, liability or firm commitment through earnings, or recognized in other
comprehensive income until the hedged item is recognized in earnings. The
ineffective portion of a derivatives change in fair value will be immediately
recognized in earnings. The Company does not anticipate that the adoption of
this Statement will have a significant effect on its results of operations or
financial position.

Forward Looking Statements

When used in this quarterly report, the words believes, anticipates,
expects and similar expressions are used to identify forward looking
statements. Such statements are subject to risks and uncertainties which could
cause actual results to differ materially from those projected. The Company
wishes to caution readers that the following important factors and others in
some cases have affected and in the future could affect the Companys actual
results and could cause the Companys actual results to differ materially from
those expressed in any forward statements made by the Company: (i) economic
conditions in the safety shoe market, (ii) availability of credit, (iii)
increase in interest rates, (iv) cost of raw materials, (v) inability to
maintain state-of-the-art manufacturing facilities, (vi) heightened
competition, including intensification of price and service competition, the
entry of new competitors and the introduction of new products by existing
competitors, (vii) inability to capitalize on opportunities presented by
industry consolidation, (viii) loss or retirement of key executives, (ix) loss
or disruption of the Companys relationships with its major suppliers,
including the Companys largest supplier in China and (x) inability to grow by
acquisition of additional safety shoe distributors or to effectively
consolidate operations of businesses acquired.

17



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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.

|       |  |                    |  |                                                                                                       
|------ |  | ------------------ |  | ------------------------------------------------------------------------------------------------------
|       |  |                    |  | IRON AGE CORPORATION                                                                                  
|      
|       |  |                    |  | By:  /s/ Keith A. McDonough                                                                           
|       |  |                    |  |                                                                                                       
|       |  |                    |  | Name:   Keith A. McDonough                                                                            
|Dated: |  | September 14, 1999 |  | Title: Executive Vice President 
Chief Financial Officer 
(Principal financial and accounting officer)

18