<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                  --------------------------------------------

                                    FORM 10-K
                  --------------------------------------------


                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                   For the Fiscal Year Ended December 27, 1997
                  --------------------------------------------

                           Commission File No. 0-23234

                             L.A. T SPORTSWEAR, INC.

                              A Georgia Corporation
                  (IRS Employer Identification No. 58-1724902)
                               1200 Airport Drive
                           Ball Ground, Georgia 30107
                                 (770) 479-1877

                 Securities Registered Pursuant to Section 12(b)
                     of the Securities Exchange Act of 1934:

                                      None
                  --------------------------------------------

                 Securities Registered Pursuant to Section 12(g)
                     of the Securities Exchange Act of 1934:

                         Common Stock, without par value
                  --------------------------------------------



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes  X   No
                                       ---     ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the Common Stock of the registrant held by
nonaffiliates of the registrant (1,311,602 shares) on March 6, 1998 was
$737,763. For the purposes of this response, officers, directors and holders of
5% or more of the registrant's common stock are considered the affiliates of the
registrant at that date.

The number of shares outstanding of the registrant's Common Stock, without par
value, as of March 6,1998: 4,200,001 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive Proxy Statement for its Annual Meeting
of Stockholders to be held in 1998 are incorporated by reference into Part III
of this Report, with the exception of information regarding executive officers
required under Item 10 of Part III, which information is included in Part I,
Item 1.
<PAGE>   2
                                     PART I

ITEM 1.           BUSINESS.

         L.A. T Sportswear, Inc. (the "Company") is a national distributor and
manufacturer of quality imprintable and decorable knitted sportswear. Through
its distribution operations (which are carried out under the name Full Line
Distributors), the Company is a national distributor of undecorated garments for
the imprinted sportswear industry, carrying one of the broadest product lines in
the industry, including basic t-shirts and sweatshirts, golf shirts, baseball
and golf caps, athletic jackets, athletic jerseys and shorts, bags and aprons.
The Company carries the products and brands of nationally recognized
manufacturers, including Fruit of the Loom(R), Hanes(R), Russell(R) and Jonathan
Corey(R), as well as its own line of manufactured apparel. Through its
manufacturing operations (which are carried out under the name L.A. T
Sportswear), the Company designs, manufactures and markets decorable sportswear,
primarily for the infant and toddler, youth and fashion adult markets. The
Company's products, which include basic t-shirts and sweatshirts, one-piece
rompers, dresses and fashion coordinates, are marketed under the following brand
names: Rabbit Skins(R) (infant and toddler wear); L.A. T For Kids(R) (youth
wear, ages five to ten); and L.A. T Sportswear(R) (adult fashion wear).

         As a national sportswear distributor, the Company targets the small
independent imprinter and decorator and seeks to provide that customer with one
of the broadest product offerings in the industry, carried in-depth at multiple
locations to ensure that the customer's order is filled and received on a "just
in time" basis. The Company's strategy as a manufacturer is to focus on market
and product niches, such as infant and toddler sportswear and fashion adult
sportswear; to provide a high level of customer order support through the
maintenance of substantial product inventories and flexible production
scheduling; and to design innovative products for both the adult and children's
market segment.

         The Company's executive offices are located at 1200 Airport Drive, Ball
Ground, Georgia 30107 and its telephone number is (770) 479-1877.

OPERATIONS

         The Company is a national wholesaler of decorable sportswear and
accessories. The imprinted sportswear industry is highly fragmented and includes
a wide variety of businesses such as screen printers, embroiderers, advertising
specialty companies, crafters and sporting goods and uniform companies. The
majority of the Company's distribution customers are small, independent
companies that lack the capitalization and space requirements to warehouse their
product needs, instead relying on wholesalers such as the Company to supply
their products. The Company believes that for these customers, breadth of
product line, immediate availability of product and superior customer service
are as important as price. For these reasons, the Company's distribution
operations are geared to breadth of product line, depth of inventory and prompt
order filling, as well as competitive pricing. While management believes that
most of its competitors carry only basic items such as t-shirts and sweatshirts,
the Company carries these items as well as a wide variety of specialty products
from bags and aprons to golf shirts in over 100 colors and sizes ranging from
small to triple-extra large.

         In addition to its distribution operations, the Company also designs,
manufactures and markets its own lines of imprintable and decorable sportswear
for the infant and toddler, youth and fashion adult markets for sale to mass
merchants and specialty retailers and private label garments for selected
distributors, screen printers and retailers. In its manufacturing operations,
the Company seeks market niches in the imprinted sportswear industry where it
has a competitive advantage by virtue of its ability to manufacture on a shorter
product run basis than fully integrated mills, and where innovative product
design or fabric introductions can differentiate it from its competitors.
<PAGE>   3
  Products

         The Company's distribution philosophy is to provide its customers the
broadest selection of imprintable sportswear in the industry, carried in depth
in inventory, and available to the customer within the most responsive time. To
accomplish this goal, the Company avoids duplicating the product offerings of
multiple manufacturers, and instead, generally carries the garment of only one
or two manufacturers in any given product. By not carrying the same product of
multiple manufacturers, the Company is able to carry deeper inventories and a
broader selection of products as a whole.

         At December 27, 1997, the Company's inventory included approximately
300 styles of products from 13 garment and accessories manufacturers. This
inventory included approximately 5,800 individual items (SKUs) including all
color and size variations. The Company's primary suppliers are Fruit of the
Loom(R), Hanes(R) and Russell(R) (t-shirts and sweatshirts), Print-Ons(R) and
Jonathan Corey(R) (golf shirts and sports shirts), Auburn Sportswear(R)
(athletic jackets), Yupoong(R) (baseball and golf caps), Augusta(R) Sportswear
(athletic jerseys, shorts, aprons and bags), Rabbit Skins(R) (toddler and infant
wear), Fieldcrest/Cannon(TM) (golf and beach towels) and L.A. T For Kids(R) and
L.A. T Sportswear(R) (youth and adult sportswear). Product offerings are
reviewed annually in connection with the preparation of customer catalogs, new
and expanded lines are routinely added and slow moving or discontinued products
are deleted.

         The Company generally enters into non-exclusive oral distribution
agreements with the vendors of the products it distributes which are cancelable
by either party upon notice. Management believes that the current relationship
with its vendors is satisfactory.

  Distribution and Warehousing

         As of March 6, 1998, the Company operated six distribution centers
located in the metropolitan areas of Atlanta, Cleveland, Houston, Los Angeles,
Miami and St. Louis. Each distribution center is leased and ranges from
approximately 41,000 to 59,000 square feet. Each facility is supervised by a
location manager and includes a support staff of office and warehouse personnel.

         A customer order entered by a customer service representative on the
centralized inventory control computer system automatically generates a picking
ticket in the warehouse. Each customer order is then hand picked, checked and
packed, and the shipment staged in the warehouse for customer pick-up or
shipment by UPS or other carrier. In the event the order-entering distribution
center is out of stock on all or any portion of a customer's order, the order
may be completed for same day shipment from any of the Company's other
distribution centers.

  Customers and Customer Service

         The Company's customers are predominantly small independent imprinters,
embroiderers, advertising specialty companies, crafters and sporting goods and
uniform companies which purchase their requirements on an as needed basis for
immediate delivery. At December 27, 1997, the Company had an active customer
list of over 26,000 customers (customers who had placed an order within the
preceding year). In 1997, the largest customer accounted for less than 2% of the
Company's $72.6 million in sales and the Company's ten largest customers
accounted for less than 8% of sales. By contrast, approximately 85% of sales
were to customers who purchased less than $100,000 worth of merchandise during
the year. All credit decisions are handled by the Company's centralized credit
staff at its Atlanta facility. For 1997, the Company experienced credit losses
of 1.0% of sales.


                                       -2-
<PAGE>   4
         The Company has a centralized customer service department located in
Atlanta. Customer service lines are answered Monday through Friday from 8:00
a.m. to 6:00 p.m., local time. The distribution operations offer same day
shipping on all orders placed before 4:00 p.m. and 24-hour shipping on all other
orders.

         Customer service representatives are required to be familiar with the
entire product line and able to answer customer questions concerning the
Company's product offerings. The Company utilizes a comprehensive training
program for new customer service representatives. Each service representative
spends time training in the warehouse, pulling customer orders and learning the
product lines. Trainees are provided with a training manual which details each
style with complete line sketches of each product highlighting all features and
detailing all colors and sizes, dimensions and fabric content. The manual also
outlines telephone and order entry procedures, both computerized and manual, and
provides tests to ensure that service representatives are trained to the
Company's standards.

  Marketing and Advertising

         The Company primarily markets its products through its catalog, trade
shows, major trade magazines and direct mail flyers. The Company produces and
distributes approximately 200,000 catalogs annually and exhibits at several
trade shows. The advertisements and flyers are designed to educate the customer
about the Company's business by highlighting its multiple locations, extended
operating hours, excellent service and product availability.

         The Company exhibited at four shows in 1997. The participation in these
trade shows provides L.A. T with excellent opportunities to display its
collection of imprintable apparel and solicit new customers.

  Product Development

         The Company's imprintable knitted sportswear products (blanks) are
focused in the areas of infant and toddler, youth and fashion adult sportswear.
Under its registered label Rabbit Skins(R), the Company produces a full line of
activewear for infants and toddlers, including basic t-shirts and sweatshirts,
one-piece rompers, dresses and fashion coordinates. The Company's 1998 Rabbit
Skins(R) line consists of approximately 54 styles and 595 SKUs including all
color and size variations. Garments in this line are manufactured using a
variety of fabrics including 100% cotton and 50% cotton/50% polyester.

         Rabbit Skins(R) infant and toddler wear was the first product line
developed by the Company and the Company believes it is a major manufacturer in
this category of imprintable garments. For 1997, sales of Rabbit Skins(R)
products accounted for 9.4% of the Company's net sales.

         The Company also produces a line of imprintable youth garments under
the label L.A. T For Kids(R) (ages five to ten years) with product offerings
such as basic t-shirts, dresses, fashion coordinates and shorts. For 1998, the
youth line consists of approximately 12 styles and 113 SKUs including all color
and size variations.

         The Company designs and manufactures a line of adult activewear under
the label L.A. T Sportswear(R). Offerings in this line consist of shorts,
fashion t-shirts and tops, and cover-ups. The adult line consists of
approximately 33 styles and 500 SKUs. The L.A. T Sportswear(R) line tends to be
more upscale and fashion oriented, avoiding the commodity-type garment
offerings. Although all L.A. T


                                       -3-
<PAGE>   5
Sportswear(R) garments are sold as separates, the Company makes available many
products in the line as top/bottom coordinates.

         Product development and new product design are the primary
responsibility of the Company's merchandising department, with new product ideas
and proposals subject to review by the Company's marketing personnel and
executive officers at regularly scheduled meetings. The Company considers itself
an innovator in new product style development.

  Sales and Marketing

         The Company utilizes both independent commissioned sales
representatives and its own sales staff to sell its blank products to
distributors in the imprintable sportswear industry, to larger screen printers,
craft chain stores and to retailers who buy direct and perform their own screen
printing. The Company's President coordinates the activities of both its
independent sales representatives, as well as its own sales staff. In 1997, 3.8%
of the Company's net sales were to craft stores and other retailers such as
Wal-Mart, Michaels Stores, Garden Ridge Pottery, Hobby Lobby and Fabri-Centers.

  Manufacturing Operations

         The Company's product lines are manufactured at three facilities in
Georgia. Management believes that the manufacturing of its products domestically
permits it to have greater control over production, enhances the quality of the
finished product and facilitates greater responsiveness to its customers' needs.
Management also believes that the Company's ability to accommodate orders in
varying quantities while controlling production costs and maintaining consistent
quality provides it with a competitive advantage.

         For approximately 90% of the fabric used in its garments, the Company
purchases yarn which is knitted, dyed and finished (curing and color fixation)
on a contract basis. The remainder of fabric used in its garments (primarily
fleece goods) is purchased in a fully finished state from several outside
suppliers. All incoming fabric is received and inspected at the centralized
cutting facility in Ball Ground, Georgia. The fabric storage operations are
likewise located in this facility, which also houses production control,
inventory management and purchasing personnel.

         Cut and sew operations involve several stages. Patterns are created and
cutting templates are produced by a fully computerized Lectra Systems(R) marking
and grading system, which allows the Company to produce more accurate patterns
and grading between sizes. Using computerized equipment to ensure consistency of
fit, the initial patterns are adjusted to produce patterns for each size to be
manufactured in a particular style. The computerized equipment creates markers
in order to efficiently produce a specified number of garments in designated
sizes. The markers are placed over layers of fabric and the pattern pieces are
cut, checked and prepared for sewing manually by cutting teams. These pieces are
then sewn together to form the completed product.

         The Company's sewing operations are currently located at two
facilities, one in Ball Ground, Georgia and one in Roberta, Georgia. Sewing
operators in all facilities are compensated on a piece work incentive basis. The
sewing operators are cross-trained on a variety of garments and operations,
which tends to maximize the flexibility of the plants, permitting shorter sewing
cycles and allowing quick change in the production of other garments, as sales
demands dictate.

         The finished garments are counted and packed at the individual sewing
plants and then shipped to the centralized warehouse and shipping facility in
Ball Ground, Georgia. All inventory of finished


                                       -4-
<PAGE>   6
goods in full cases is bar coded for inventory tracking. Inventory, production,
labor and other cost items are maintained for each individual plant on the
Company's centralized management information and inventory tracking computer
located at the corporate headquarters facility. In the past, the Company's
commitment to customer service has required it to maintain substantial
inventories of finished goods. The Company's current focus, consistent with this
commitment to customer service, is to maximize the responsiveness and
flexibility of its cutting and sewing operations enabling it to reduce finished
goods inventory levels.

         All of the Company's manufacturing facilities are currently operated on
a single shift basis. Management believes that the physical capacity of its own
facilities is currently adequate to meet the Company's manufacturing needs for
the foreseeable future.

  Raw Materials and Supplies

         The primary raw materials used in the Company's manufacturing
operations are cotton and synthetic yarns which are purchased on a contractual
basis (usually 12 months in advance) from a small number of suppliers. The
Company also contracts for the conversion of its yarn to finished fabric,
primarily through a single knitting source and two contract finishing houses.
Approximately 10% of the Company's total fabric needs (primarily fleece
material) is purchased from a small number of outside sources. The Company
currently utilizes limited supply sources on the theory that the loyalty and
commitment generated by the long standing business relationship between supplier
and customer outweighs the risk inherent in dependency on limited sources of
supply. At the same time, the Company believes that alternative sources of
supply, both for raw materials and conversion services, are readily available at
competitive prices and its reliance on limited supply sources causes no
significant risk to the business.

  Backlog

         As of December 27, 1997 and December 28, 1996, the Company had a
backlog of orders believed to be firm of approximately $1,905,404 and
$1,556,227, respectively, for products to be delivered during the respective
fiscal years.

  Competition

         Competition in the screen print garment distribution business is
intense and is based primarily on product line quality, availability and prompt
delivery of products, price, level of customer support and the ability to offer
a wide selection of products. Some of the Company's competitors have
substantially greater financial resources and larger staffs. Principal
competitors include national distributors such as Broder Brothers, Staton
Wholesale, California Shirt Sales and South Carolina Tees, as well as regional
distributors such as San Mar, Alpha Shirts and Stardust.

         In some cases, the Company also competes with manufacturers that sell
directly to screen printers, sometimes at prices below those charged by the
Company for similar products. Most manufacturers, however, limit their direct
sales only to large resellers because of the costs associated with dealing with
a large number of small volume customers.

         The imprinted sportswear segment of the apparel industry is highly
fragmented and includes several companies that have substantially greater
financial resources and manufacturing capabilities than the Company. The Company
believes that the primary competition for the manufacturing operations' products
comes from two brands in the infant and toddler market (Oneita and Active Edge)
and ten to


                                       -5-
<PAGE>   7
fifteen companies in the youth and adult fashion markets. Competition from
imported products is generally not a significant factor in the imprinted
knitwear industry, since labor is a lesser component of the total cost of the
finished goods than in more complicated garments. The Company competes in this
aspect of its business primarily based on product design, quality and
responsiveness to customer service needs. In addition, price is a significant
competitive factor in the imprintable garment industry.

EMPLOYEES

         At December 27, 1997, the Company employed approximately 356 full time
employees, of which 35 were salaried, 185 were paid on an hourly basis and 136
were paid on an incentive piece work basis. None of the Company's employees is
covered by a collective bargaining agreement and the Company believes that its
employee relations are satisfactory.

EXECUTIVE OFFICERS

         The executive officers of the Company are as follows:

             Name                   Position with Company

         Isador E. Mitzner          Chairman of the Board and Chief Executive 
                                    Officer

         J. David Keller            President and Secretary

         John F. Hankinson          Vice President, Chief Financial Officer and
                                    Treasurer

         ISADOR E. MITZNER, age 45, founded the Company and its predecessors,
and has served as its Chairman and Chief Executive Officer since its inception
in 1978.

         J. DAVID KELLER, age 50, joined the Company in March 1981 and has
served as President of the L.A. T Sportswear operations since 1987. Mr. Keller
has served as a director of the Company since 1986, as President since October
1993, and as Secretary of the Company since March 1994. For three years prior to
joining the Company, Mr. Keller worked for Hanes Activewear as a sales
representative in the Southeast United States and the Caribbean.

         JOHN F. HANKINSON, age 44, joined the Company in August 1988 and has
served as Vice President, Chief Financial Officer and Treasurer since May 1997.
Mr. Hankinson served as Accounting Manager of the Manufacturing Division from
August 1988 through June 1989, Controller of the Manufacturing Division from
July 1989 through December 1995 and Company Controller from January 1996 through
May 1997.

TRADEMARKS

         The Company believes its trademarks have significant value and are
important to its marketing efforts. The Company has registered the trademarks
Rabbit Skins(R), L.A. T For Kids(R) and L.A. T Sportswear(R) with the United
States Patent and Trademark office. The Company's policy is to pursue
registration of its marks whenever possible and to oppose vigorously any
infringement of its marks.



                                       -6-
<PAGE>   8
         The Company sells products under various trademarks and trade names
used in this Annual Report that are the property of owners other than the
Company. The following is a list of such trademarks and tradenames that are used
in this Annual Report: Fruit of the Loom(R); Hanes(R); Russell(R); Jonathan
Corey(R); Print-Ons(R); Auburn Sportswear(R); Yupoong(R); Augusta(R); and
Fieldcrest/Cannon(TM).

ITEM 2.           PROPERTIES.

         The following table presents information as to the real properties and
facilities of the Company as of March 6, 1998:

<TABLE>
<CAPTION>
FACILITY AND LOCATION              PRIMARY UTILIZATION        SQUARE FOOTAGE      NATURE OF OWNERSHIP
<S>                                <C>                        <C>                 <C>
Ball Ground, Georgia..........     Administration,
                                   Sewing, Purchasing,
                                   and Centralized
                                   distribution                    68,000         Owned

Ball Ground, Georgia..........     Production planning,
                                   Centralized cutting
                                   and Raw materials
                                   warehousing                     46,000         Owned

Roberta, Georgia..............     Sewing                          22,000         Leased through January 2003

Atlanta, Georgia..............     Administration and              56,000         Leased through
                                   Distribution                                   December 1999

Cleveland, Ohio...............     Distribution                    49,700         Leased through
                                                                                  April 2000

Fullerton, California.........     Distribution                    43,200         Leased through
                                                                                  April 2000

Houston, Texas................     Distribution                    59,000         Leased through
                                                                                  December 2002

Miami, Florida................     Distribution                    41,000         Leased through
                                                                                  December 1999

St. Louis, Missouri...........     Distribution                    44,200         Leased through
                                                                                  March 2000
</TABLE>

ITEM 3.           LEGAL PROCEEDINGS.

         There are no material legal proceedings to which the Company is a party
or to which its properties are subject.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         No matters were submitted to a vote of security holders of the Company
during the fourth quarter ended December 27, 1997.



                                       -7-
<PAGE>   9
                                     PART II

ITEM 5.           MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
                  MATTERS.

         The Company's Common Stock currently trades on the OTC Bulletin Board
under the symbol LATS. From January 25, 1994 through February 20, 1997, the
Common Stock traded on the Nasdaq National Market. The following table sets
forth, by fiscal quarter, the high and low sales prices of the Common Stock
reported by The Nasdaq Stock Market during the most recent two years.


<TABLE>
<CAPTION>
Fiscal Year Ended December 28, 1996                 High Sale                  Low Sale
-----------------------------------                 ---------                  --------
<S>                                                 <C>                        <C>
First Quarter ended March 30, 1996                     2 3/4                     2 1/4

Second Quarter ended June 29, 1996                     2 3/4                     1 7/8

Third Quarter ended September 28, 1996                 2 3/8                       7/8

Fourth Quarter ended December 28, 1996                 1 1/4                       1/2

Fiscal Year Ended December 27, 1997
-----------------------------------

First Quarter ended March 29, 1997                       7/8                       5/16

Second Quarter ended June 28, 1997                       5/8                       11/32

Third Quarter ended September 27, 1997                   3/4                       1/2

Fourth Quarter ended December 27, 1997                   7/8                       1/2
</TABLE>

         As of March 6, 1998, the number of shareholders of record of the
Company's Common Stock was approximately 52 and the number of beneficial holders
of the Company's Common Stock was approximately 92. The Company has not declared
or paid any cash dividends on its Common Stock. The policy of the Board of
Directors of the Company is to retain earnings, if any, for the expansion and
development of the Company's business. Future dividend policy and the payment of
dividends, if any, will be determined by the Board of Directors in light of
circumstances then existing, including the Company's earnings, financial
condition, bank and other contractual restrictions and other factors deemed
relevant by the Board.



                                       -8-
<PAGE>   10
ITEM 6.           SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                                   FISCAL YEAR(1)
                                                            1997          1996          1995          1994        1993(2)
                                                         -----------------------------------------------------------------
                                                                       (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                      <C>           <C>           <C>           <C>           <C>
OPERATIONS STATEMENT DATA:
 Net sales                                               $  72,608     $  94,834     $ 124,897     $ 100,356     $  78,704
 Cost of goods sold                                         60,732        79,136       104,941        81,279        61,931
                                                         ---------     ---------     ---------     ---------     ---------

 Gross profit                                               11,876        15,698        19,956        19,077        16,773
 Operating expenses                                         11,038        16,147        21,006        13,015        11,156
 Restructuring charge(3)                                        --            --         1,700            --            --
                                                         ---------     ---------     ---------     ---------     ---------
 Operating profit (loss)                                       838          (449)       (2,750)        6,062         5,617
 Other income (expense):
 Interest expense                                           (1,582)       (2,047)       (2,364)         (962)       (1,328)
   Other income (expense)                                       19             4          (266)          (15)           37
                                                         ---------     ---------     ---------     ---------     ---------
 Income (loss) before income tax and
   extraordinary item                                         (725)       (2,492)       (5,380)        5,085         4,326
 (Provision) benefit for income taxes(4)                       (21)         (172)        1,787        (2,089)         (152)
                                                         ---------     ---------     ---------     ---------     ---------
 Net income (loss) before extraordinary item                  (746)       (2,664)       (3,593)        2,996         4,174
 Extraordinary loss on prepayment of line of
   credit, net of income tax benefit of $40 (1994)(5)           --            --            --           (60)           --
                                                         ---------     ---------     ---------     ---------     ---------

 Net income (loss)                                       $    (746)    $  (2,664)    $  (3,593)    $   2,936     $   4,174
                                                         =========     =========     =========     =========     =========

 Basic and diluted net loss per share                    $   (0.18)    $   (0.63)    $   (0.86)
                                                         =========     =========     =========
 Weighted average shares outstanding                         4,200         4,200         4,200
                                                         =========     =========     =========

 Distributions declared(6)                                      --            --            --     $   5,550     $   1,650
                                                         =========     =========     =========     =========     =========

PRO FORMA DATA:
 Income before income taxes and extraordinary
   item, as reported                                                                               $   5,085     $   4,326
 Pro forma provision for income taxes(4)                                                              (2,089)       (1,657)
                                                                                                   ---------     ---------
 Pro forma income before extraordinary item                                                            2,996         2,669
 Extraordinary loss on prepayment of line of
   credit, net of income tax benefit of $40 (1994)(5)                                                    (60)           --
                                                                                                   ---------     ---------

 Pro forma net income                                                                              $   2,936     $   2,669
                                                                                                   ---------     ---------

 Pro forma net income per share:(7)
 Income before extraordinary item                                                                  $    0.72     $    0.74
 Extraordinary loss on prepayment of line of
   credit, net of income tax benefit                                                                   (0.01)           --
                                                                                                   ---------     ---------

 Pro forma net income                                                                              $    0.71     $    0.74
                                                                                                   =========     =========

 Pro forma weighted average shares outstanding(7)                                                      4,150         3,629
                                                                                                   =========     =========

BALANCE SHEET DATA (AT END OF YEAR):
 Working capital                                         $  18,282     $  25,802     $   9,011     $  30,624     $   6,325
 Property, plant and equipment, net                          3,749         4,315         5,841         5,008         4,413
 Total assets                                               28,739        36,519        57,032        44,567        26,713
 Short-term borrowings                                          23            22        30,328           372         9,759
 Long-term debt, net of current portion                     11,732        18,929           821        18,391         1,531
 Stockholders' equity                                       10,235        10,981        13,645        17,238         9,396
</TABLE>

                           footnotes on following page


                                       -9-
<PAGE>   11
(1)      Since 1994, the Company's fiscal year ends on the last Saturday in
         December.

(2)      In the second quarter of 1993, the Company recognized $642,000 in
         compensation expense as the result of a share purchase option granted
         to an officer of the Company by the major stockholder. This one-time
         noncash charge reduced operating profit, pro forma net income, and pro
         forma net income per share for the year ended January 1, 1994 by
         $642,000, $396,000, and $.11, respectively.

(3)      In December 1995, the Company decided to streamline operations by
         closing certain of its facilities and discontinuing certain product
         lines during 1996. The Company closed two distribution facilities in
         January 1996 and closed one of its sewing operations in April 1996.
         Additionally, the Company discontinued its screen printed operations in
         mid-1996. The Company recorded a charge in the fourth quarter of 1995
         of approximately $1,700,000 related to this restructuring.

(4)      As a result of its election to be treated as an S Corporation for
         income tax purposes, the Company was not subject to federal and most
         state income taxes. Accordingly, the provisions for income taxes
         through January 1994 include income only for those jurisdictions that
         do not recognize S Corporation status. The Company terminated its S
         Corporation status during January 1994. The pro forma provision for
         income taxes (computed under the provisions of Statement of Financial
         Accounting Standards No. 109) reflects provisions that would have been
         recorded had the Company been a C Corporation for income tax purposes.

(5)      In July 1994, the Company completed a new line of credit agreement and,
         as a result, repaid borrowings under all of its previous lines of
         credit and terminated such agreements. The Company incurred termination
         costs under one of its previous credit agreements of $100,000 ($60,000
         after tax).

(6)      Prior to the Company's initial public offering in January 1994,
         distributions (in the form of dividends) were principally to assist the
         stockholders with their income tax obligations arising from the
         Company's S Corporation status. However, from the proceeds of the
         offering, the Company distributed to its S Corporation stockholders
         previously undistributed S Corporation earnings of $5,550,000. The
         Company does not anticipate paying any cash dividends in the
         foreseeable future.

(7)      Pro forma net income per share is computed by dividing pro forma net
         income by pro forma weighted average shares outstanding. Pro forma
         weighted average shares outstanding include the actual weighted average
         shares outstanding plus the number of shares sold by the Company in its
         initial public offering (at the price of $10.00 per share) necessary to
         fund the $5,550,000 distribution to stockholders declared in January
         1994.



                                      -10-
<PAGE>   12
ITEM 7.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS.

         The Private Securities Litigation Reform Act of 1995 provides a safe
harbor to encourage companies to provide prospective information so long as it
is identified as forward-looking and accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those discussed. Forward-looking statements are related
to the plans and objectives of management for the future operations, economic
performance, of projections of revenues, income, earnings per share, capital
expenditures, dividends, capital structure, or other financial items. In the
following discussion and elsewhere in this report, statements containing words
such as "expect," "anticipate," "believe," "goal," "objective," or similar words
are intended to identify forward-looking statements. The Company undertakes no
obligation to update such forward-looking statements, and it wishes to identify
important factors that could cause actual results to differ materially from
those projected in the forward-looking statements contained in the following
discussion and elsewhere in this report. The risks and uncertainties that may
affect the operations, performance, development, and results of the Company's
business include but are not limited to the following: (1) heightened
competition, particularly intensified price competition; (2) general economic
and business conditions which are less favorable than expected; (3)
unanticipated changes in industry trends; and (4) other risks detailed herein
and from time to time in the Company's other reports.

GENERAL

         The Company expanded its business in fiscal 1993, 1994 and 1995 by (i)
increasing its manufacturing capabilities and production flexibility, (ii)
opening new distribution locations, (iii) introducing new product offerings and
(iv) expanding its distribution channels to include screen printers, craft
stores, mass merchants and other retailers and by carrying the entire
manufactured product line at all distribution locations. During 1996, the
Company streamlined operations by closing certain of its facilities and
discontinuing certain product lines. The Company closed two distribution
facilities in January 1996 and closed one of its sewing operations in April
1996. Additionally, the Company discontinued its screen printed operations in
mid-1996. The Company recorded a charge in the fourth quarter of 1995 of $1.7
million related to this restructuring. In December 1997, the Company closed its
distribution center in Hartford, Connecticut, at the expiration of its facility
lease.






                                      -11-
<PAGE>   13
RESULTS OF OPERATIONS

         The following table sets forth, for the years indicated, the components
of the Company's statements of operations expressed as a percentage of net sales


<TABLE>
<CAPTION>
                                                        FISCAL YEAR
                                               -------------------------------
                                                1997         1996         1995
                                               -----        -----        -----
<S>                                            <C>          <C>          <C>   
Net sales                                      100.0%       100.0%       100.0%

Cost of goods sold                              83.6         83.4         84.0
                                               -----        -----        -----
Gross profit                                    16.4         16.6         16.0

Operating expenses                              15.2         17.0         16.8

Restructuring charge                              --           --          1.4
                                               -----        -----        -----
Operating profit (loss)                          1.2         (0.4)        (2.2)

Other expense:

     Interest expense                           (2.2)        (2.2)        (1.9)

     Other, net                                   --           --         (0.2)
                                               -----        -----        -----

Loss before income taxes                        (1.0)        (2.6)        (4.3)

(Provision) benefit for income taxes              --         (0.2)         1.4
                                               -----        -----        -----

Net loss                                        (1.0)%       (2.8)%       (2.9)%
                                               =====        =====        =====
</TABLE>


Comparison of 1997 to 1996

         The Company's net sales decreased approximately $22.2 million, or
23.4%, to $72.6 million in 1997 from $94.8 million in 1996. The decrease in net
sales was primarily attributable to sluggishness in the industry and to the
impact of the Company's 1995 restructuring in which its screen print operations
were shut down during the 1996 third quarter.

         The Company's gross profit decreased approximately $3.8 million, or
24.3%, to $11.9 million for 1997 from $15.7 million in 1996. The decline in
gross profit is attributable to both the decrease in net sales and stiff
competition in the industry. Gross profit margin was further impacted by the
fact that sales of the Company's manufactured products, which have a higher
gross margin, decreased to 20.0% of net sales in 1997 from 24.3% of net sales in
1996. As a percentage of net sales, gross profit margin decreased to 16.4% in
1997 from 16.6% in 1996.

         Operating expenses decreased approximately $5.1 million, or 31.7%, to
$11.0 million in 1997 from $16.1 million in 1996. The decrease in operating
expenses is due primarily to the Company's closing of its screen print
operations in the third quarter of 1996, as part of a restructuring plan
implemented during the 1995 fourth quarter, and to additional operational
streamlining. As a percentage of net sales, operating expenses decreased to
15.2% in 1997 from 17.0% in 1996.



                                      -12-
<PAGE>   14
         As a result of the decrease in operating expenses, operating profit
increased approximately $1.3 million, or 286.6% to $838,000 in 1997 from an
operating loss of $(449,000) in 1996. As a percentage of net sales, operating
profit increased to 1.2% in 1997 from (0.4)% in 1996.

         Interest expense decreased approximately $465,000, or 22.7%, to $1.6
million in 1997 from $2.0 million in 1996, primarily due to reduced borrowings
under the Company's line of credit, which resulted from carrying lower accounts
receivable and inventory balances, and the advantage of deferred datings from
major vendors.

         Loss before income taxes decreased approximately $1.8 million to
$(725,000) in 1997 from $(2.5) million in 1996. Loss before income taxes as a
percentage of net sales decreased to (1.0)% in 1997 from (2.6)% in 1996.

         As a result of the factors described above, net loss decreased
approximately $1.9 million to $(746,000) in 1997 from $(2.7) million in 1996.
Net loss as a percentage of net sales decreased to (1.0)% in 1997 from (2.8)% in
1996.

Comparison of 1996 to 1995

         The Company's net sales decreased approximately $30.1 million, or
24.1%, to $94.8 million in 1996 from $124.9 million in 1995. The decrease in net
sales was primarily attributable to sluggishness in the industry combined with
the closing of two distribution centers at the end of 1995 and the closing of
the screen print operations during the third quarter of 1996.

         The Company's gross profit decreased approximately $4.3 million, or
21.3%, to $15.7 million for 1996 from $20.0 million in 1995. The decline is
primarily related to the decline in net sales. As a percentage of net sales,
gross profit margin increased to 16.6% in 1996 from 16.0% in 1995.

         Operating expenses, excluding restructuring charges, decreased
approximately $4.9 million, or 23.1%, to $16.1 million in 1996 from $21.0
million in 1995. The decrease in operating expenses is due primarily to the
Company's restructuring plan implemented during the 1995 fourth quarter, in
which two distribution centers and the screen print operation were closed, and
to additional operational streamlining. The benefits of the restructuring were
partially offset by initial cost of operational and administrative improvements.
As a percentage of net sales, operating expenses, excluding restructuring
charges, increased to 17.0% in 1996 from 16.8% in 1995.

         The Company's operating loss, excluding restructuring charges,
decreased approximately $601,000 to $(449,000) in 1996 from $(1.1) million in
1995. The overall operating loss, including 1995 restructuring charges of $1.7
million, decreased approximately $2.4 million to $(449,000) in 1996 from $(2.8)
million in 1995.

         Interest expense decreased approximately $317,000, or 13.4%, to $2.1
million in 1996 from $2.4 million in 1995. The decrease was primarily due to
lower borrowing needs under the Company's line of credit, due to improved
working capital management, resulting from reduced inventory and accounts
receivable levels.

         Loss before income taxes, excluding the 1995 restructuring charge of
$1.7 million, decreased approximately $1,118,000 to $(2.5) million in 1996 from
$(3.7) million in 1995. Overall loss before income taxes, including the 1995
restructuring charge, decreased approximately $2.9 million to $(2.5) million in
1996 from $(5.4) million in 1995. Loss before income taxes and restructuring
charges as a percentage of net sales decreased to (2.6)% in 1996 from (2.9)% in
1995. Overall loss before income



                                      -13-
<PAGE>   15
taxes including 1995 restructuring charges as a percentage of net sales
decreased to (2.6)% in 1996 from (4.3)% in 1995.

         Net loss decreased approximately $929,000 to a loss of $(2.7) million
in 1996 from $(3.6) million in 1995. Net loss as a percentage of net sales
decreased to (2.8)% in 1996 from (2.9)% in 1995. The net loss in 1995 included
an income tax benefit of approximately $1.4 million. No income tax benefit was
recorded for 1996.


LIQUIDITY AND CAPITAL RESOURCES

         Net cash provided by (used in) operating activities was $6.5 million,
$10.5 million, and ($8.3) million in 1997, 1996, and 1995, respectively. In
operating activities, inventories decreased by $2.2 million, accounts receivable
decreased by $1.7 million, and the Company received approximately $1.9 million
in income tax refunds in 1997. Cash generated by operating activities was
primarily used to repay borrowings under the Company's credit facilities.

         In April 1996, the Company entered into a new credit facility (the
"Credit Facility"). The Credit Facility was subsequently amended in November
1996, March 1997, November 1997 and March 1998. The Credit Facility, as amended
(i) provides for maximum borrowings of $16 million, reducing to $15 million in
June 1998, (subject to certain collateral restrictions based on eligible
receivables, inventories and fixed assets), (ii) expires on March 31, 2001,
(iii) bears interest at prime plus 1.00%, and (iv) is secured principally by all
the Company's assets. As of March 6, 1998, the Company had borrowings totaling
$11.3 million outstanding under the new facility and availability to borrow $2.4
million.

         The Company has incurred net losses in each of the last three fiscal
years. As discussed above, the Company restructured its operations in 1996 and
1995 and in addition, the Company entered into new borrowing arrangements.
Management has developed an operating plan with the goal of improving operations
in 1997 and for subsequent years.

         The Company's ability to fund its working capital and capital
expenditure requirements, make interest payments and meet its other cash
requirements depends, among other things, on internally generated funds and the
continued availability of and compliance with the terms of its Credit Facility.
Management further believes that internally generated funds and funds available
from the Company's Credit Facility will be sufficient to meet the Company's
capital requirements and operating needs in fiscal 1998. The Company's Credit
Facility currently expires in March 2001. If there is a significant reduction of
internally generated funds or the Company is unable to meet the operating
projections used in determining certain financial covenants under its credit
facility, the Company may require additional funds from other financing sources.
In such event, there can be no assurance that the Company will be able to obtain
such funding as and when required or on acceptable terms.

YEAR 2000 COMPATIBILITY

         The Company is currently utilizing two computer information systems. In
its distribution operations, the Company uses a package known as VICS
(Vertically Integrated Computer Systems) which runs on an IBM RS6000 computer.
Management believes the VICS software is year 2000 compatible based upon
representations to that affect by the VICS software vendor. In its manufacturing
operations, the Company uses a software package known as AIC (Applied
Intelligence Corporation) that runs on a Wang computer. The AIC software is not
year 2000 compatible on the Wang computer.



                                      -14-
<PAGE>   16
         The Company is currently examining two options to bring its
manufacturing information system to be year 2000 compliant. The first option is
to use the current AIC software vendor who has adapted the AIC software to run
on an IBM AS400 computer and, according to the AIC software vendor, will be year
2000 compatible by December 31, 1998. The approximate cost of this option is
$100,000, which includes the company's commitment of internal resources and the
purchase of such computer hardware. The second option is to purchase a
completely new software package that would run on the IBM RS6000 currently used
in distribution operations. The Company is currently reviewing packages that are
already year 2000 compatible that would fit its manufacturing needs. This option
could cost between $250,000 to $500,000, which includes the company's commitment
of internal resources. The Company anticipates that either option chosen will be
fully operational by December 31, 1998. There can be no assurance, however, that
the Company will not encounter unanticipated delays with implementation of
either option or that the costs of such implementation will not exceed
management's current estimates.

EFFECTS OF INFLATION

         The Company does not believe inflation has materially impacted earnings
during the past three years. Substantial increases in costs could have a
significant impact on the Company and the industry. If operating expenses
increase, management believes it can recover increased costs by increasing
prices but there is no assurance of such.

ITEM 7A           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         No Response is required to this item.

ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The following financial statements are filed with this report:

         Independent Auditors' Report

         Balance Sheets as of December 27, 1997 and December 28, 1996

         Statements of Operations for the years ended December 27, 1997,
                  December 28, 1996 and December 30, 1995

         Statements of Stockholders' Equity for the years ended December 27,
                  1997, December 28, 1996 and December 30, 1995.

         Statements of Cash Flows for the years ended December 27, 1997,
                  December 28, 1996 and December 30, 1995



                                      -15-
<PAGE>   17
INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders
L.A. T Sportswear, Inc.:

We have audited the accompanying balance sheets of L.A. T Sportswear, Inc. (the
"Company") as of December 27, 1997 and December 28, 1996 and the related
statements of operations, changes in stockholders' equity, and cash flows for
each of the three years in the period ended December 27, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company as of December 27, 1997 and
December 28, 1996 and the results of its operations and its cash flows for each
of the three years in the period ended December 27, 1997 in conformity with
generally accepted accounting principles.


DELOITTE & TOUCHE LLP

Atlanta, Georgia
March 6, 1998
(March 26, 1998 as to Note 5)






                                      -16-
<PAGE>   18
L.A. T SPORTSWEAR, INC.

BALANCE SHEETS
(In thousands, except share information)


<TABLE>
<CAPTION>
                                                      DECEMBER 27,   DECEMBER 28,
ASSETS                                                    1997           1996
<S>                                                     <C>            <C>     
CURRENT ASSETS:
  Cash                                                  $    177       $    938
  Accounts receivable, net of allowance
    for doubtful accounts of $1,133 and $1,585             5,523          7,599
  Inventories                                             18,329         20,561
  Income tax receivable                                       10          1,923
  Other current assets                                       485            774
                                                        --------       --------

     Total current assets                                 24,524         31,795

PROPERTY, PLANT AND EQUIPMENT - Net                        3,749          4,315

OTHER ASSETS                                                 466            409
                                                        --------       --------

                                                        $ 28,739       $ 36,519
                                                        ========       ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                      $  4,653       $  4,088
  Accounts payable - related parties                         871          1,049
  Accrued expenses                                           676            709
  Current portion of long-term debt                           23             22
  Restructuring reserve                                       19            125
                                                        --------       --------

    Total current liabilities                              6,242          5,993

LONG-TERM DEBT                                            11,732         18,929

OTHER LONG TERM LIABILITIES                                  530            616

COMMITMENTS (Note 8 )

STOCKHOLDERS' EQUITY:
  Preferred stock, 5,000,000 shares
    authorized; no shares issued
  Common Stock, no par value; 25,000,000
    shares authorized; 4,200,001 shares
    issued and outstanding                                10,825         10,825
  Paid in capital                                          3,304          3,304
  Accumulated deficit                                     (3,894)        (3,148)
                                                        --------       --------

  Total stockholders' equity                              10,235         10,981
                                                        --------       --------

                                                        $ 28,739       $ 36,519
                                                        ========       ========
</TABLE>
See notes to financial statements.


                                      -17-
<PAGE>   19
L.A. T SPORTSWEAR, INC.

STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                              FISCAL YEAR
                                               -----------------------------------------
                                                  1997            1996            1995
<S>                                            <C>             <C>             <C>      
NET SALES                                      $  72,608       $  94,834       $ 124,897

COST OF GOODS SOLD                                60,732          79,136         104,941
                                               ---------       ---------       ---------
     Gross Profit                                 11,876          15,698          19,956

OPERATING EXPENSES                                11,038          16,147          21,006

RESTRUCTURING CHARGE                                  --              --           1,700
                                               ---------       ---------       ---------
OPERATING PROFIT (LOSS)                              838            (449)         (2,750)

OTHER (EXPENSES) INCOME:

  Interest expense                                (1,582)         (2,047)         (2,364)

  Other, net                                          19               4            (266)
                                               ---------       ---------       ---------

     Total other expenses                         (1,563)         (2,043)         (2,630)

                                               ---------       ---------       ---------
LOSS BEFORE INCOME TAXES                            (725)         (2,492)         (5,380)

(PROVISION FOR) BENEFIT FROM INCOME TAXES            (21)           (172)          1,787
                                               ---------       ---------       ---------

NET LOSS                                       $    (746)      $  (2,664)      $  (3,593)
                                               =========       =========       =========

BASIC AND DILUTED NET LOSS PER SHARE           $   (0.18)      $   (0.63)      $   (0.86)
                                               =========       =========       =========

WEIGHTED AVERAGE SHARES OUTSTANDING                4,200           4,200           4,200
                                               =========       =========       =========
</TABLE>



See notes to financial statements.


                                      -18-
<PAGE>   20
L.A. T SPORTSWEAR, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands)


<TABLE>
<CAPTION>
                                                                                       RETAINED
                                                     COMMON STOCK                      EARNINGS
                                                  ------------------     PAID-IN     (ACCUMULATED
                                                  SHARES      VALUE      CAPITAL       DEFICIT)

<S>                                               <C>        <C>         <C>         <C>
BALANCE - January 1, 1995                          4,200     $10,825      $3,304       $ 3,109

 Net loss                                                                               (3,593)
                                                   -----     -------      ------       -------
BALANCE - December 30, 1995                        4,200      10,825       3,304          (484)

  Net loss                                                                              (2,664)
                                                   -----     -------      ------       -------
BALANCE - December 28, 1996                        4,200      10,825       3,304        (3,148)

  Net loss                                                                                (746)
                                                   -----     -------      ------       -------
BALANCE - December 27, 1997                        4,200     $10,825      $3,304       $(3,894)
                                                   =====     =======      ======       =======
</TABLE>


See notes to financial statements.








                                      -19-
<PAGE>   21
L.A. T SPORTSWEAR, INC.

STATEMENTS OF CASH FLOW
(IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                               FISCAL YEAR
                                                                 --------------------------------------
                                                                    1997           1996           1995
<S>                                                              <C>            <C>            <C>      
OPERATING ACTIVITIES:
  Net loss                                                       $   (746)      $ (2,664)      $ (3,593)
  Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
  Depreciation and amortization                                       625            750            751
  Provision for doubtful accounts                                     391            688          2,294
  (Gain) loss on sale or write-off of fixed assets                    (18)           949             89
  Changes in assets and liabilities providing (using) cash:
    Accounts receivable                                             1,685          3,661         (3,451)
    Inventories                                                     2,232         12,193         (5,588)
    Other                                                           2,059            523         (2,283)
    Accounts payable                                                  387         (3,217)         1,251
    Accrued expenses                                                  (33)          (783)           507
    Restructuring reserve                                            (106)        (1,575)         1,700
                                                                 --------       --------       --------

        Net cash provided by (used in) operating activities         6,476         10,525         (8,323)

INVESTING ACTIVITIES:
  Purchase of property, plant and equipment                           (86)          (193)        (1,673)
  Proceeds from sale of assets                                         44             20
                                                                 --------       --------       --------

        Net cash used in investing activities                         (42)          (173)        (1,673)

FINANCING ACTIVITIES:
  Borrowings under line of credit, net                             (7,177)       (10,426)
  Repayments of long term borrowings                                  (18)        (1,772)          (669)
  Proceeds from long term borrowings                                                             13,054
                                                                 --------       --------       --------

        Net cash (used in) provided by financing activities        (7,195)       (12,198)        12,385
                                                                 --------       --------       --------

NET CHANGE IN CASH                                                   (761)        (1,846)         2,389

CASH:
  Beginning of year                                                   938          2,784            395
                                                                 --------       --------       --------
  End of year                                                    $    177       $    938       $  2,784
                                                                 ========       ========       ========

SUPPLEMENTAL INFORMATION:
Cash paid during the year for:
  Interest                                                       $  1,613       $  2,058       $  2,219
                                                                 ========       ========       ========
  Income taxes                                                   $    156       $     32       $  1,382
                                                                 ========       ========       ========
</TABLE>

See notes to financial statements.



                                      -20-
<PAGE>   22
L.A. T SPORTSWEAR, INC.

NOTES TO FINANCIAL STATEMENTS


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         L.A. T Sportswear, Inc. (The "Company") manufactures imprintable and
         decorable sportswear and distributes undecorated garments for the
         imprinted garment industry. The Company also purchases merchandise from
         national sportswear manufacturers for distribution currently through
         six distribution facilities across the United States. The Company's
         customers consist principally of local retailers in the imprintable and
         decorable sportswear industry.

         The Company's year ends on the last Saturday in December. Fiscal years
         1997, 1996 and 1995 each contained approximately 52 weeks. The company
         expects to modify its operating year in 1998 to end on the Saturday
         closest to December 31.

         Use of Estimates - The preparation of financial statements in
         conformity with generally accepted accounting principles requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and disclosure of contingent assets
         and liabilities at the date of the financial statements and the
         reported amounts of revenues and expenses during the reporting period.
         Actual results could differ from those estimates.

         Inventories - Inventories are stated at the lower of cost (first-in
         first-out method) or market.

         Property, Plant and Equipment - Property, plant and equipment are
         stated at cost and are depreciated principally using the straight-line
         method over the estimated asset lives. Buildings and improvements are
         depreciated over 40 years, while machinery and equipment and furniture
         and fixtures are depreciated over periods ranging principally from five
         to ten years.

         The Company periodically evaluates assets for possible impairment. In
         the event that facts and circumstances indicate that the carrying value
         of assets may be impaired, an evaluation of recoverability is
         performed. Such evaluation would compare the estimated future
         undiscounted cash flows associated with the asset to the asset's
         carrying amount to determine if a write down to market value is
         required.

         Income Taxes - Deferred income tax assets and liabilities are computed
         annually for differences between the financial statement and tax bases
         of assets and liabilities that will result in taxable or deductible
         amounts in the future based on enacted tax laws and rates applicable to
         the periods in which the differences are expected to affect taxable
         income. Valuation allowances are established when necessary to reduce
         deferred tax assets to the amount expected to be realized. The
         provision for income taxes is the tax payable or refundable for the
         period plus or minus the change during the period in deferred tax
         assets and liabilities.

         Basic and Diluted Net Loss Per Share - In 1997, the Company adopted
         Statement of Financial Accounting Standards No. 128, "Earnings per
         Share" ("SFAS No. 128"). SFAS No. 128 provides for new accounting
         principles for the calculation of earnings per share. The adoption of
         this statement did not have an impact on the Company's previously
         reported loss per share calculations. Basic and diluted net loss per
         share is calculated by dividing net loss by the weighted average shares
         outstanding. Stock options outstanding have not been included as common
         stock equivalents in 1997, 1996, or 1995 as they are antidilutive.


                                      -21-
<PAGE>   23
         Fair Value of Financial Instruments - The carrying value of the
         Company's financial instruments approximate fair values.

         Reclassifications - Certain prior year balances have been reclassified
         to conform with current year presentation.

2.       RESTRUCTURING CHARGE

         During December 1995, the Company adopted a plan to streamline
         operations by closing certain of its facilities and discontinuing
         certain product lines during 1996. The Company closed two distribution
         facilities in January 1996 and closed one of its sewing operations in
         April 1996. Additionally, the Company discontinued its screen print
         operations in the third quarter of 1996. The Company recorded a charge
         in the fourth quarter of 1995 of $1,700,000 related to this
         restructuring.

         The following table presents the activity of the restructuring reserve:

<TABLE>
          <S>                                                         <C>           <C>
          Restructuring reserve at December 30, 1995                                $1,700,000

              1996 activity:

                Lease payments and other related charges              $706,848
                Severance payments                                     156,455
                Loss on sale of property, plant and equipment          563,387
                Other                                                  148,310
                                                                      --------
              Total 1996 activity                                                    1,575,000
                                                                                    ----------
          Restructuring reserve at December 28, 1996                                   125,000

              1997 activity:

                Lease payments and other related charges                16,003
                Severance payments                                      21,142
                Loss on sale of property, plant and equipment           42,063
                Other                                                   27,214
                                                                      --------
              Total 1997 activity                                                      106,422
                                                                                    ----------
          Restructuring reserve at December 27, 1997                                $   18,578
                                                                                    ==========
</TABLE>

         The Company has incurred net losses in each of the last three fiscal
         years. As discussed above, the Company restructured its operations in
         1996 and 1995 and in addition, as noted in Note 5, the Company entered
         into new borrowing arrangements in 1996, which were amended in March
         1998. Management developed an operating plan with the goal of improving
         operations in 1997 and improving results in subsequent years. In
         addition, management believes the funds available under its current
         line of credit are adequate to sustain operations through December 31,
         1998.



                                      -22-
<PAGE>   24
3.       INVENTORIES

<TABLE>
<CAPTION>
                                                   DECEMBER 27,      DECEMBER 28,
                                                      1997               1996
                                                          (In thousands)
           <S>                                      <C>                 <C>
           Raw materials                            $   855             $   771

           Work-in-process                              336                 307

           Finished Goods                            17,138              19,483
                                                    -------             -------

                                                    $18,329             $20,561
                                                    =======             =======
</TABLE>

4.       PROPERTY, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
                                                  DECEMBER 27,       DECEMBER 28,
                                                      1997               1996
                                                           (In thousands)
           <S>                                       <C>                <C>
           Land                                      $  140             $  140

           Buildings and improvements                 2,538              2,579

           Machinery and equipment                    4,165              3,587

           Furniture and fixtures                       517              1,082
                                                     ------             ------
                                                      7,360              7,388

           Less accumulated depreciation              3,611              3,073
                                                     ------             ------

                                                     $3,749             $4,315
                                                     ======             ======
</TABLE>




                                      -23-
<PAGE>   25
5.       LONG-TERM DEBT

         A summary of long-term debt is as follows:


<TABLE>
<CAPTION>
                                                   DECEMBER 27,     DECEMBER 28,
                                                      1997              1996
                                                          (In thousands)
           <S>                                     <C>              <C>
           Line of credit                            $11,077          $18,254
           Notes payable                                 678              697
                                                     -------          -------
                                                      11,755           18,951
           Less amounts due within one year               23               22
                                                     -------          -------

                                                     $11,732          $18,929
                                                     =======          =======
</TABLE>

         In April 1996, the Company entered into a new credit facility (the
         "Credit Facility"). The Credit Facility was subsequently amended in
         November 1996, March 1997, November 1997 and March 1998. The Credit
         Facility, as amended (i) provides for maximum borrowings of $16
         million, reducing to $15 million in June 1998, (subject to certain
         collateral restrictions based on eligible receivables, inventories and
         fixed assets), (ii) expires on March 31, 2001, (iii) bears interest at
         prime plus 1.00%, and (iv) is secured principally by all the Company's
         assets. As of December 27,1997, the Company had availability to borrow
         an additional $1.3 million under the Credit Facility.

         Maturities of long-term debt at December 27, 1997 are as follows (in
         thousands):

<TABLE>
<CAPTION>
                  Fiscal
                  <S>                                                    <C>
                  1998                                                   $    23
                  1999                                                    11,101
                  2000                                                        28
                  2001                                                        30
                  2002                                                        34
                  Thereafter                                                 539
                                                                         -------

                                                                         $11,755
                                                                         =======
</TABLE>




                                      -24-
<PAGE>   26
6.       LEASE OBLIGATIONS

         The Company leases a plant facility and certain of its distribution
         facilities under operating leases. The Company can, at its option,
         renew most of these leases at the then fair rental value. Future
         minimum rental payments under such operating leases at December 27,
         1997 are as follows (in thousands):

<TABLE>
<CAPTION>
                  Fiscal Year
                  <S>                                                    <C>
                  1998                                                   $ 1,073
                  1999                                                       890
                  2000                                                       167
                                                                         -------
                                                                         $ 2,130
                                                                         =======
</TABLE>

         Rent expense was $1,307,000, $1,377,000, and $1,847,000 for fiscal
         years 1997, 1996 and 1995, respectively.

7.       INCOME TAXES

         The provision (benefit) for income taxes includes the following (in
         thousands):


<TABLE>
<CAPTION>
                                                      FISCAL YEAR
                                        ---------------------------------------
                                          1997            1996            1995
<S>                                     <C>             <C>             <C>    
Current:
  Federal                               $    --         $(1,306)        $   338
  State                                      21            (411)             70
                                        -------         -------         -------
                                             21          (1,717)            408

Deferred:
  Federal                                    --           1,478          (1,819)
  State                                      --             411            (376)
                                        -------         -------         -------
                                             --           1,889          (2,195)
                                        -------         -------         -------

Total provision (benefit)               $    21         $   172         $(1,787)
                                        =======         =======         =======
</TABLE>




                                      -25-
<PAGE>   27
The provision (benefit) for income taxes differs from amounts computed by
applying the federal statutory rate to income before income taxes as follows (in
thousands):

<TABLE>
<CAPTION>
                                                                  FISCAL YEAR
                                                      ------------------------------------
                                                        1997          1996          1995
  <S>                                                 <C>           <C>           <C>
  Tax benefit at federal statutory rate               $  (246)      $  (847)      $(1,829)
  State taxes, net of federal benefit                      33          (141)         (244)
  Change in valuation allowance                           130         1,309           343
  Other                                                   104          (149)          (57)
                                                      -------       -------       -------

  Total provision (benefit)                           $    21       $   172       $(1,787)
                                                      =======       =======       =======
</TABLE>

The tax effects of temporary differences at December 27, 1997 and December 28,
1996 are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                    ASSETS (LIABILITIES)
                                                                 --------------------------
                                                                 DECEMBER 27,  DECEMBER 28,
                                                                     1997          1996
           <S>                                                   <C>           <C>
           Accounts receivable                                     $   521       $   732
           Restructuring reserve                                         7            52
           Inventory                                                   758           638
           Other                                                       175           239
           Valuation allowance                                      (1,166)       (1,159)
                                                                   -------       -------

                Current deferred tax asset                         $   295       $   502
                                                                   =======       =======

           Depreciation                                            $  (478)      $  (502)
           Deferred compensation                                       169           175
           Valuation allowance                                        (726)         (603)
           Federal and state net operating loss carryforwards          621           317
           AMT credit                                                  117           108
           Other                                                         2             3
                                                                   -------       -------
                Long-term deferred tax liability                   $  (295)      $  (502)
                                                                   =======       =======
</TABLE>

At December 27, 1997, the Company has a net operating loss carryforward
available to offset future federal taxable income of $1,190,000 (which expires
in 2012), an AMT credit carryforward available to offset future federal taxes of
$117,000 which does not expire, and state net operating loss carryforwards
aggregating $3.68 million which begin to expire in 2001.



                                      -26-
<PAGE>   28
8.   RELATED PARTY TRANSACTIONS

         The Company purchases certain merchandise for its distribution business
         from businesses affiliated with a former director and current
         stockholder of the Company. These purchases aggregated $11,973,000,
         $8,315,000, and $18,311,000 during fiscal years 1997, 1996 and 1995,
         respectively. Included in accounts payable at December 27, 1997 and
         December 28, 1996 are amounts due to these businesses of $871,000 and
         $1,049,000, respectively.


         A business owned by one of the Company's stockholders received
         commissions of approximately $29,000, $156,000, and $255,000 on the
         Company's purchases of certain merchandise for its distribution
         business during fiscal years 1997, 1996 and 1995, respectively. These
         commissions generally average 4% of dollar purchases.

9.   EMPLOYEE INCENTIVE PLAN AND OUTSIDE DIRECTORS INCENTIVE PLAN

         In early 1992, the Company's Chairman granted an option to an officer
         of the Company to purchase 97,500 shares of the Company's common stock
         owned by the Chairman for $1.21 per share. The officer resigned in
         early 1995. During March 1995 and April 1996, the Chairman purchased
         option rights covering 33,000 and 45,000 shares under this option
         agreement for approximately $150,000 and $54,800, respectively. As a
         result, 19,500 shares remain outstanding under this option agreement.
         The remaining option is currently exercisable and expires on March 1,
         2002.

         The Company has established the L.A. T Sportswear, Inc. 1993 Employee
         Incentive Plan (the "Incentive Plan"). Awards under this plan may be
         represented by (i) incentive or nonqualified stock options, (ii) stock
         appreciation rights, (iii) restricted stock, or (iv) performance awards
         of stock, cash or a combination of stock and cash. Stock options
         granted under the Incentive Plan are nontransferable, have an exercise
         price of not less than 100% of the fair market value of the stock on
         the date of the grant, and may have a term of no longer than ten years.
         The Company has reserved 475,000 shares of common stock for issuance
         under the Incentive Plan. As of December 27, 1997, 88,800 options to
         acquire shares were outstanding under this plan.

         During 1994, the Company approved an Outside Directors Incentive Plan
         and reserved 40,000 shares for plan issuances. As of December 27, 1997,
         6,000 options to acquire shares were outstanding under this plan.




                                      -27-
<PAGE>   29
Activity for stock options under the Incentive Plan and Outside Directors
Incentive Plan is as follows:


<TABLE>
<CAPTION>
                                        1997                              1996              1995
                               ---------------------     ---------------------     ---------------------
                                            WEIGHTED                  WEIGHTED                  WEIGHTED
                                             AVERAGE                   AVERAGE                   AVERAGE
                                            EXERCISE                  EXERCISE                  EXERCISE
                                 SHARES       PRICE       SHARES        PRICE       SHARES        PRICE
<S>                            <C>          <C>          <C>          <C>          <C>          <C>
Options outstanding,
  beginning of year             382,950       $2.62       95,800       $10.00      170,750        $10.00

Grants                                                   343,000         1.76

Forfeitures                    (288,150)       2.72      (55,850)       10.00      (74,950)        10.00
                               --------                  -------                   -------

Options outstanding,
  end of year                    94,800        2.32      382,950         2.62       95,800         10.00
                               ========                  =======                   =======

Options exercisable,
 end of year                     36,550        4.18       22,450        10.00       46,800         10.00
                               ========                  =======                   =======
</TABLE>


The options issued under the Incentive Plan and the Outside Directors Incentive
Plan have a vesting period of three to five years. The Company applies
Accounting Principle Board Opinion 25 and related interpretations in accounting
for these plans. Accordingly, no compensation costs have been recognized for
these plans.

Had compensation cost for the Company's plans been determined based on the fair
value at the grant dates for awards under that plan consistent with the method
of FASB Statement 123, "Accounting for Stock-Based Compensation," the Company's
net loss and net loss per share for the years ended December 27, 1997 and
December 28, 1996 would have changed to the pro forma amounts indicated below:


<TABLE>
<CAPTION>
                                            DECEMBER 27,      DECEMBER 28,
                                                1997              1996
<S>                                         <C>               <C>
Net loss (in thousands):

  As reported                               $      (746)      $    (2,664)
                                            ===========       ===========

  Pro forma                                 $      (638)      $    (2,797)
                                            ===========       ===========

Basic and diluted net loss per share:

  As reported                               $     (0.18)      $     (0.63)
                                            ===========       ===========

  Pro forma                                 $     (0.15)      $     (0.67)
                                            ===========       ===========
</TABLE>


The fair value of each option grant has been estimated on the date of grant
using the Black-Scholes option pricing model using the assumption of (i) a
weighted average risk-free interest rate of 5.9%, (ii) expected lives of five to
ten years, (iii) expected volatility of approximately 48%, and (iv) no expected
dividends. The weighted average fair value of options granted in 1996 at their
grant date was $1.14 per option.




                                      -28-
<PAGE>   30
         The following table summarizes information about stock options 
         outstanding at December 27, 1997:


<TABLE>
<CAPTION>
                                   OPTIONS OUTSTANDING
                                 -----------------------
                                               AVERAGE
                  EXERCISE       NUMBER OF    REMAINING       OPTIONS
                   PRICE          OPTIONS    LIFE(YEARS)    EXERCISABLE
                  <S>            <C>         <C>            <C>
                  $  10.00        16,050         6.1           13,550

                  $   0.75        78,750         8.7           23,000
                                  ------                       ------

                                  94,800                       36,550
                                  ======                       ======
</TABLE>


ITEM 9.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
                  AND FINANCIAL DISCLOSURE.

         There has been no occurrence requiring a response to this item.






                                      -29-
<PAGE>   31
                                    PART III

         Except as to information with respect to executive officers which is
contained in a separate heading under Item 1 to this Form 10-K, the information
required by Part III of Form 10-K is, pursuant to General Instruction G(3) of
Form 10-K, incorporated by reference from the Company's definitive proxy
statement to be filed pursuant to Regulation 14A for the Company's Annual
Meeting of Stockholders to be held in 1998 (the "Proxy Statement"). The Company
will, within 120 days of the end of its fiscal year, file with the Securities
and Exchange Commission a definitive proxy statement pursuant to Regulation 14A.

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         The information concerning directors and executive officers of the
Registrant is set forth in the Proxy Statement under the headings "Election of
Directors" and "Compliance with Section 16(a) of the Securities Exchange Act of
1934," which information is incorporated herein by reference. The name, age and
position of each executive officer of the Company is set forth under the heading
"Executive Officers" in Item 1 of this Report.

ITEM 11.          EXECUTIVE COMPENSATION.

         The information concerning executive compensation is set forth in the
Proxy Statement under the heading "Executive Compensation," which information is
incorporated herein by reference.

ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
                  MANAGEMENT.

         The information concerning security ownership of certain beneficial
owners and management is set forth in the Proxy Statement under the heading
"Security Ownership of Certain Beneficial Owners and Management," which
information is incorporated herein by reference.

ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The information concerning certain relationships and related
transactions is set forth in the Proxy Statement under the headings "Certain
Transactions" and "Compensation Committee Interlocks and Insider Participation,"
which information is incorporated herein by reference.






                                      -30-
<PAGE>   32
                                     PART IV

ITEM 14.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 
                  8-K.

         (a)(1).           Financial Statements and Auditors' Report.

         The following financial statements and auditors' report are included in
         Item 8 of this Report:

         Report of Independent Auditors

         Balance Sheets as of December 27, 1997 and December 28, 1996

         Statements of Operations for fiscal years ended December 27, 1997,
                  December 28, 1996 and December 30, 1995

         Statements of Cash Flows for fiscal years ended December 27, 1997,
                  December 28, 1996 and December 30, 1995

         Statements of Stockholders' Equity for fiscal years ended December 27,
                  1997, December 28, 1996 and December 30, 1995

         Notes to Financial Statements

         (2).              Financial Statement Schedules.

         All financial statement schedules of the Registrant have been omitted
as the required information is inapplicable or the information is presented in
the financial statements or related notes.

         (3).              Exhibits.

         The exhibits listed below are filed with or incorporated by reference
into this Report. The exhibits which are denominated with an asterisk (*) were
previously filed as part of, and are hereby incorporated by reference from
either (i) the Company's Registration Statement on Form S-1, Registration Number
33-60452, declared effective by the Securities and Exchange Commission on
January 25, 1994 (the "S-1"); (ii) the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994 (the "1994 10-K"); (iii) the Company's
Quarterly Report on Form 10-Q for the quarter ended March 30, 1996 (the "3/30/96
10-Q"); or (iv) the Company's Annual Report on Form 10-K for the fiscal year
ended December 28, 1996 ("1996 10-K"). Unless otherwise indicated, the exhibit
number corresponds to the exhibit number in the referenced document.




                                      -31-
<PAGE>   33

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                     DESCRIPTION OF EXHIBIT
-------                    ----------------------
<S>               <C>

 *3(i)      -     Form of Amended and Restated Articles of Incorporation of L.A.
                  T Sportswear, Inc. (included in Exhibit 2) (S-1)

 *3(ii)     -     Form of Amended and Restated Bylaws of L.A. T Sportswear, Inc.
                  (S-1)

 *4         -     Specimen Certificate of Common Stock (S-1)

*10.1       -     1993 Employee Incentive Plan (S-1)

 10.15.1    -     Lease Agreement dated February 1, 1998 between L.A. T
                  Sportswear, Inc. and The Development Authority of Crawford
                  County.

 10.16.1    -     Relocation and Modification Agreement dated November 25, 
                  1997 between L.A. T Sportswear, Inc. and Security Capital 
                  Industrial Trust.

*10.30      -     Outside Directors Incentive Plan (1994 10-K)

*10.40      -     Loan and Security Agreement, dated April 29, 1996, by and
                  among the Company, Mellon Bank, N.A., as Agent, and Mellon
                  Bank, N.A., as Lender (3/30/96 10-Q)

*10.40.1    -     First Amendment to Loan and Security Agreement, dated November
                  11, 1996, by and between the Company and Mellon Bank, N.A.
                  (1996 10-K)

*10.40.2    -     Second Amendment to Loan and Security Agreement, dated March
                  21, 1997, by and between the Company and Mellon Bank, N.A.
                  (1996 10-K)

 10.40.3    -     Amendment to reduce line of credit dated November 28, 1997, by
                  and between the Company and Mellon Bank, N.A.

 10.40.4    -     Third Amendment to Loan and Security Agreement, dated 
                  March 26, 1998 by and between the Company and Mellon Bank, N.A.

 23.1       -     Consent of Deloitte & Touche LLP

 27         -     Financial Data Schedule (for SEC use only)
</TABLE>

(b)      Reports on Form 8-K.

         No reports on Form 8-K were filed during the fourth quarter ended
December 27, 1997.




                                      -32-
<PAGE>   34
                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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.

                                        L.A. T SPORTSWEAR, INC.

Dated: March 23, 1998                   By: /s/ Isador E. Mitzner
                                            ------------------------------------
                                            ISADOR E. MITZNER
                                            Chairman of the Board and Chief
                                            Executive Officer
                                            (principal executive officer)



Dated: March 23, 1998                   By: /s/ John F. Hankinson
                                            ------------------------------------
                                            JOHN F. HANKINSON
                                            Chief Financial Officer
                                            (acting principal financial and 
                                            accounting officer)


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:


March 23, 1998                          By: /s/ Isador E. Mitzner
                                            ------------------------------------
                                            ISADOR E. MITZNER, Chairman of the
                                            Board and Chief Executive Officer


March 23, 1998                          By: /s/ J. David Keller
                                            ------------------------------------
                                            J. DAVID KELLER, President,
                                            Secretary and Director


March 23, 1998                          By: /s/ Kenneth L. Bernhardt
                                            ------------------------------------
                                            KENNETH L. BERNHARDT, Director


March 23, 1998                          By: /s/ Irwin Lowenstein
                                            ------------------------------------
                                            IRWIN LOWENSTEIN, Director

<PAGE>   35
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number            Description
-------           -----------
<S>               <C>
10.15.1           Lease Agreement dated February 1, 1998 between L.A. T
                  Sportswear, Inc. and The Development Authority of Crawford
                  County

10.16.1           Relocation and Modification Agreement dated November 25, 1997
                  between L.A. T Sportswear, Inc. and Security Capital
                  Industrial Trust

10.40.3           Letter Agreement dated November 28, 1997, by and between the
                  Company and Mellon Bank, N.A.

10.40.4           Third Amendment to Loan and Security Agreement, dated
                  March 26, 1998 by and between the Company and Mellon Bank,
                  N.A.

23.1              Consent of Deloitte & Touche LLP

27                Financial Data Schedule (for SEC use only)

</TABLE>