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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


FORM 10-Q/A
AMENDMENT NO. 1

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended: March 29, 2003

Commission File Number: 001-15023

|                                                      
|------------------------------------------------------
|THE YANKEE CANDLE COMPANY, INC                        
|                                                      
|(Exact name of registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|MASSACHUSETTS                                                  |  | 04 259 1416                         
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)

16 YANKEE CANDLE WAY
SOUTH DEERFIELD, MASSACHUSETTS 01373
(Address of principal executive office and zip code)

(413) 665-8306
(Registrants telephone number, including area code)

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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2). Yes x No o

The registrant had 54,366,960 shares of Common Stock, par value $0.01,
outstanding as of May 8, 2003.





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|                                                 |                                                                                               |  |  |  |  |  |  | 
|------------------------------------------------ | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|Explanatory Note                                
|                                                 | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                                 | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                                      
|EX-31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
|EX-31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER
|EX-32.1 SECT. 906 CERTIFICATION OF THE CEO      
|EX-32.2 SECT. 906 CERTIFICATION OF THE CFO      



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Explanatory Note

This Amendment is being filed for the purpose of deleting from the Companys
Quarterly Report on Form 10-Q certain non-GAAP financial measures (as defined
in applicable SEC regulations). Specifically, this Amendment deletes the
following two non-GAAP financial measures that were originally included in the
Quarterly Report on Form 10-Q:



| |  |  | A sentence regarding selling expenses as a percentage of
sales, excluding the Companys newer store classes, has been
removed from the Selling Expenses subsection of Item 2,
Managements Discussion and Analysis of Financial Condition and
Results of Operations.
| |  | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | A sentence regarding retail segment profitability,
excluding the Companys newer store classes, has been removed from
the Segment Profitability subsection of Item 2, Managements
Discussion and Analysis of Financial Condition and Results of
Operations.        

In light of the new SEC rules placing restrictions in the use of non-GAAP
financial measures, the Company does not intend to include in future filings
the non-GAAP financial measures originally included in this Quarterly Report.
Moreover, these non-GAAP financial measures could not be incorporated by
reference, as currently presented, into registration statements the Company may
file in the future under the Securities Act of 1933. Accordingly, the Company
has concluded that it is advisable to delete these non-GAAP financial measures
from its Quarterly Report on Form 10-Q.

THIS AMENDMENT DOES NOT CHANGE ANY PREVIOUSLY REPORTED FINANCIAL RESULTS.

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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Managements Discussion and Analysis of Financial Condition and Results of
Operations discusses our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements
requires management to make estimates and judgments that affect the reported
amounts of assets and liabilities and the 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. On an on-going basis,
management evaluates its estimates and judgments, including those related to
inventories, restructuring costs, bad debts, intangible assets, income taxes,
debt service and contingencies and litigation. Management bases its estimates
and judgments on historical experience and on various other factors that are
believed to be reasonable under the circumstances, the results of which form
the basis for making judgments about operating results and the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions. Management believes the following critical accounting policies,
among others, involve its more significant estimates and judgments and are
therefore particularly important to an understanding of our results of
operations and financial position.

REVENUE / RECEIVABLES

As described in the Notes to the Condensed Consolidated Financial Statements,
we sell our products both directly to retail customers and through wholesale
channels. Revenue from the sale of merchandise to retail customers is
recognized at the time of sale, while revenue from wholesale customers is
recognized when shipped. We believe that this is the time that persuasive
evidence of an agreement exists, delivery has occurred, the price is fixed and
determinable; and collectability is reasonably assured. Revenue is recognized
net of any applicable discounts and allowances. Customers, be they retail or
wholesale, do have the right to return product to us in certain limited
situations. Such rights of return have not precluded revenue recognition
because we have a long history with such returns, which we use in constructing
a reserve. This reserve, however, is subject to change. In addition to
returns, we bear credit risk relative to our wholesale customers. We have
provided a reserve for bad debts in our financial statements based on our
estimates of the creditworthiness of our customers. However, this reserve is
also subject to change. Changes in these reserves could affect our operating
results and cash flows.

INVENTORY

We write down our inventory for estimated obsolescence or unmarketable
inventory in an amount equal to the difference between the cost of inventory
and the estimated market value less costs to sell, based upon assumptions about
future demand and market conditions. If actual future demand or market
conditions are less favorable than those projected by management, additional
inventory write-downs may be required. In addition, our inventory is stated at
the lower of cost or market on a last-in first-out (LIFO) basis. Cost is
based on standard costs estimated at the beginning of the year. Fluctuations
in production quantities, wage rates and in the cost of raw materials could
impact the carrying value of our inventory. Accordingly, we periodically
adjust the standard costs for variances owing to these fluctuations. Changes
in the carrying value of inventory could affect our operating results and cash
flow.

TAXES

We have a significant deferred tax asset recorded on our financial statements.
This asset arose at the time of our recapitalization in 1998 and is a future
tax deduction for us. The recoverability of this future tax deduction is
dependent upon our future profitability. We have made an assessment that this
asset is likely to be recovered and is appropriately reflected on the balance
sheet. Should we find that we are not able to utilize this deduction in the
future, we would have to record a reserve for all or a part of this asset,
which would adversely affect our operating results and cash flows.

RESTRUCTURING RESERVE

In fiscal 2001, we closed our distribution facility in Utah, recorded a
restructuring charge and established a reserve for future expenses related to
the restructuring. Part of the restructuring charge related to the lease
commitment that we have through 2005. In connection with the restructuring, we
did not record the entire lease commitment as a liability because we believed
we would be able to sublet the facility. During the second quarter of fiscal
2002, we were successful in subletting the facility for the remaining lease
term. If the facility were to be vacated by the current tenant in breach of
its sublease, this would negatively affect our results of operations and cash
flows.

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VALUE OF LONG-LIVED ASSETS, INCLUDING INTANGIBLES

Long-lived assets on our balance sheet consist primarily of property, plant and
equipment and trademarks. We periodically review the carrying value of all of
these assets based, in part, upon current estimated market values, and our
projections of anticipated future cash flows. We undertake this review when
facts and circumstances suggest that cash flows emanating from those assets may
be diminished. Any impairment charge that we record reduces our earnings.
While we believe that our future estimates are reasonable, different
assumptions regarding items such as future cash flows and the volatility
inherent in markets which we serve could affect our evaluations and result in
impairment charges against the carrying value of those assets.

PERFORMANCE MEASURES

We measure the performance of our retail and wholesale segments through a
segment margin calculation, which specifically identifies not only gross profit
on the sales of products through the two channels but also costs and expenses
specifically related to each segment.

FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

We have experienced, and may experience in the future, fluctuations in our
quarterly operating results. There are numerous factors that can contribute to
these fluctuations; however, the principal factors are seasonality and new
store openings.

Seasonality.We have historically realized higher revenues and operating
income in our fourth quarter, particularly in our retail business. We believe
that this has been due primarily to the increase in the number of our retail
stores and to increased sales in the giftware industry during the holiday
season of the fourth quarter.

New Store Openings.The timing of our new store openings may also have an
impact on our quarterly results. First, we incur certain one-time expenses
related to opening each new store. These expenses, which consist primarily of
salaries, supplies and marketing costs, are expensed as incurred. Second, most
store expenses vary proportionately with sales, but there is a fixed cost
component. This typically results in lower store profitability when a new
store opens because new stores generally have lower sales than mature stores.
Due to both of these factors, during periods when new store openings as a
percentage of the base are higher, operating profit may decline in dollars
and/or as a percentage of sales. As the overall store base matures, the fixed
cost component of selling expenses is spread over an increased level of sales,
resulting in a decrease in selling and other expenses as a percentage of sales.

RESULTS OF OPERATIONS  Thirteen weeks ended March 29, 2003 versus thirteen
weeks ended March 30, 2002

SALES

Sales increased 10.1% to $97.0 million for the thirteen weeks ended March 29,
2003 from $88.2 million for the thirteen weeks ended March 30, 2002. Wholesale
sales, including European operations, increased 15.2% to $53.0 million for the
thirteen weeks ended March 29, 2003 from $46.0 million for the thirteen weeks
ended March 30, 2002. This growth was achieved primarily by increasing sales
to existing customers and to a lesser extent by increasing the number of
wholesale locations.

Retail sales increased 4.4% to $44.0 million for the thirteen weeks ended March
29, 2003 from $42.1 million for the thirteen weeks ended March 30, 2002. The
increase in retail sales was due primarily to increased sales attributable to
the 47 stores opened in 2002 (which in 2002 were open for less than a full
year), and to the net addition of ten new stores in 2003. These factors were
partially offset by a decrease in comparable store and catalog and Internet
sales. Comparable store and catalog and Internet sales for the thirteen weeks
ended March 29, 2003 decreased 10% compared to the thirteen weeks ended March
30, 2002. Retail comparable store sales for the thirteen weeks ended March 29,
2003 decreased 9% compared to the thirteen weeks ended March 30, 2002. There
were 193 retail stores included in the comparable store base as of March 29,
2003. The primary factor which drove the decrease in comparable stores sales
was a decline in store traffic and mall traffic generally. We believe that
comparable store sales and store traffic were negatively impacted by the
Presidents Day snowstorm which affected most of our store base in the Eastern
half of the United States; by the commencement of the war with Iraq and its
impact on consumer sentiment; and by the shift in the Easter holiday selling
period, which occurred in the first quarter of 2002 and second quarter of 2003.
There were 249 retail stores open as of March 29, 2003 compared to 202 retail
stores open as of March 30, 2002 and 239 retail stores open as of December 28,
2002.

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GROSS PROFIT

Gross profit increased 15.0% to $53.0 million for the thirteen weeks ended
March 29, 2003 from $46.1 million for the thirteen weeks ended March 30, 2002.
As a percentage of sales, gross profit increased to 54.6% for the thirteen
weeks ended March 29, 2003 from 52.2% for the thirteen weeks ended March 30,
2002. The increase in gross profit as a percentage of sales was primarily the
result of improved productivity in supply chain operations and, to a lesser
extent, a decrease in shrink expense at the retail level. This latter
reduction is a result of our store operations group continuing to focus on
decreasing this controllable expense. The increase in gross profit in dollars
was primarily attributable to an increase in sales and also to improved
productivity in supply chain operations.

SELLING EXPENSES

Selling expenses increased 16.4% to $24.7 million for the thirteen weeks ended
March 29, 2003 from $21.2 million for the thirteen weeks ended March 30, 2002.
These expenses are related to both wholesale and retail operations and consist
of payroll, occupancy, advertising and other operating costs, as well as
pre-opening costs, which are expensed as incurred. As a percentage of sales,
selling expenses increased to 25.5% for the thirteen weeks ended March 29, 2003
from 24.1% for the thirteen weeks ended March 30, 2002. The increase in
selling expenses in dollars and as a percentage of sales was primarily related
to the continued growth in the number of retail stores, from 239 as of December
28, 2002 to 249 as of March 29, 2003, the effect of which is an increase in the
weighting of immature stores. Immature stores are generally stores that are
less than four years old. Immature stores typically generate higher selling
expenses as a percentage of sales than stores that have been open for more than
four years since fixed costs, as a percent of sales, are higher during the
early sales maturation period. The increase in selling expense as a percentage
of sales for 2003 is also explained by the decrease in retail comparable store
sales since the fixed components of labor and occupancy do not decrease with
negative comparable store sales.

SEGMENT PROFITABILITY

Segment profitability is sales less cost of goods sold and selling expenses.
Segment profitability for our wholesale operations, including Europe, was $22.0
million, or 41.4% of wholesale sales for the thirteen weeks ended March 29,
2003 compared to $17.7 million or 38.5% of wholesale sales for the thirteen
weeks ended March 30, 2002. The increase in wholesale segment profitability
was primarily attributable to increased wholesale sales and improved
productivity in supply chain operations. Segment profitability for the
Companys retail operations was $6.3 million or 14.3% of retail sales for the
thirteen weeks ended March 29, 2003 compared to $7.1 million or 16.9% of retail
sales for the thirteen weeks ended March 30, 2002. The decrease in retail
segment profitability as a percentage of retail sales was primarily
attributable to the impact of our most immature stores, the 2002 and 2003 store
classes. The decrease in retail segment profitability in dollars is primarily
attributable to a decline in retail comparable store sales, partially offset by
improved productivity in supply chain operations.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses, which consist primarily of
personnel-related costs incurred in support functions, increased 11.2% to $12.4
million for the thirteen weeks ended March 29, 2003 from $11.2 million for the
thirteen weeks ended March 30, 2002. As a percentage of sales, general and
administrative expenses increased to 12.8% for the thirteen weeks ended March
29, 2003 from 12.7% for the thirteen weeks ended March 30, 2002. The increase
in general and administrative expenses in dollars and as a percentage of sales
is due primarily to approximately $0.7 million in consulting costs related to a
strategic planning project that began in late February.

NET OTHER EXPENSE

Net other expense was $0.9 million for the thirteen weeks ended March 29, 2003,
compared to $1.4 million for the thirteen weeks ended March 30, 2002. The
primary component of the expense in each of these periods was interest expense,
which was $0.8 million in the thirteen weeks ended March 29, 2003 compared to
$1.3 million in the thirteen weeks ended March 30, 2002. Interest expense in
the thirteen weeks ended March 29, 2003 decreased compared to the thirteen
weeks ended March 30, 2002 primarily due to a reduction in the total debt
outstanding from $111.5 million at March 30, 2002 to $46.0 million at March 29,
2003.

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PROVISION FOR INCOME TAXES

The effective tax rate for the thirteen weeks ended March 29, 2003 and March
30, 2002 was 39.5% and 39.0%, respectively. We are currently providing a
valuation allowance against the deferred tax asset for our international
operations. As a result, it is anticipated that our effective tax rate for
2003 will be approximately 39.5%. We re-evaluate our effective tax rate on a
quarterly basis.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents at March 29, 2003 decreased by $38.2 million compared
to December 28, 2002. This decrease was partially attributable to cash used in
operating activities of $20.2 million, which includes a $20.5 million payment
of corporate income taxes for fiscal 2002 and fiscal 2003. Capital
expenditures for the thirteen weeks ended March 29, 2003 were $3.4 million,
primarily related to the capital requirements to open twelve new stores and
investments in manufacturing and logistics operations. Net cash used in
financing activities was $14.4 million for the thirteen weeks ended March 29,
2003 which primarily represents payment of credit facility borrowings and
principal payments on long-term debt.

We opened 12 stores and closed two stores during the thirteen weeks ended March
29, 2003 and we expect to open approximately 33 additional stores during the
last three quarters of fiscal 2003. We expect to meet our cash requirements
through a combination of available cash, operating cash flow and borrowings
under our credit facility.

As of March 29, 2003, we were in compliance with all covenants under our credit
facility. Available borrowings under the revolving credit facility were $147.0
million. See our most recent Annual Report on Form 10-K for a description of
the credit facility.

We expect that the principal sources of funding for our planned store openings
and other working capital needs, capital expenditures and debt service
obligations will be a combination of our available cash and cash equivalents,
funds generated from operations, and borrowings under our credit facility. We
believe that our current funds and sources of funds will be sufficient to fund
our liquidity needs for at least the next 12 months. However, there are a
number of factors that may negatively impact our available sources of funds.
The amount of cash generated from operations will be dependent upon factors
such as the successful execution of our business plan and worldwide economic
conditions. In addition, borrowings under our credit facility are dependent
upon our continued compliance with the financial and other covenants contained
therein.

On May 9, 2003, we announced that our
board of directors authorized the repurchase of up to $100 million of
our common stock from time to time on the open market or in privately
negotiated transactions. The repurchase program will be funded using
cash generated from operating activities and/or borrowings under our
credit agreement. The terms, timing and amount of any shares
repurchased will be determined by our management and the Executive
Committee of our board of directors, based on their evaluation of
market conditions and other factors. As noted below, we have filed a
registration statement on Form S-3 with respect to a proposed
offering by certain of our stockholders. We will not be purchasing
any shares in that offering. The repurchase program may be suspended
or discontinued at any time. Any repurchased shares will be available
for use in connection with our stock plans and for other corporate
purposes.

There are a number of important
factors that could cause actual results of our share repurchase
program, including the amount of shares repurchased, the intended use
of any repurchased shares and the source of funding, to differ
materially from those suggested or indicated by our forward-looking
statements describing the program. These factors include, among
others, the market price of our common stock prevailing from time to
time, the nature of other investment opportunities presented to us
from time to time, our cash generated from operating activities,
general economic conditions and other factors identified below and in
our Annual Report on Form 10-K filed with the SEC.

FUTURE OPERATING RESULTS

As referenced above, there are a number of factors that might cause our actual
results to differ significantly from the results reflected by the
forward-looking statements contained herein. In addition to factors generally
affecting the political, economic and competitive conditions in the United
States and abroad, such factors include those set forth below.

If we fail to grow our business as planned, our business could suffer and
financial results could decline. As we grow it will be difficult to maintain
our historical growth rates.

We intend to continue to pursue a business strategy of increasing sales and
earnings by expanding our retail and wholesale operations both in the United
States and internationally. Our current plans are to grow internally and not by
acquisition, although from time to time we do consider possible acquisition
candidates. In particular, our retail growth strategy depends in large part on
our ability to open new stores in both existing and new geographic markets.
Since our ability to implement our growth strategy successfully will be
dependent in part on factors beyond our control, including consumer preferences
and the competitive environment, we may not be able to achieve our planned
growth or sustain our financial performance. Our ability to anticipate changes
in the candle and giftware industries, and identify industry trends, will be
critical factors in our ability to remain competitive.

We expect that, as we grow, it will become more difficult to maintain our
historical growth rate, which could negatively impact our operating margins and
results of operations. New stores typically generate lower operating margin
contributions than mature stores because fixed costs, as a percentage of sales,
are higher and because pre-opening costs are fully expensed in the year of
opening. In addition, our retail sales generate lower margins than our
wholesale sales. Our wholesale business has grown by increasing sales to
existing customers and by adding new customers. If we are not able to continue
this, our sales growth and profitability could be adversely affected. In
addition, if we do not effectively manage our growth, we may experience
problems such as the supply chain inefficiencies that occurred in 2000 due to
overstaffing in our manufacturing and logistics operations. These
inefficiencies were corrected in 2001 through a workforce reduction and the
closing of our Salt Lake City distribution

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center, but resulted in a decline in our gross profit in the last quarter of
2000 and a restructuring charge of $8.0 million in 2001. We cannot assure you
that we will continue to grow at a rate comparable to our historic growth rate
or that our historic financial performance will continue as we grow.

We face significant competition in the giftware industry. This competition
could cause our revenues or margins to fall short of expectations which could
adversely affect our future operating results, financial condition and
liquidity and our ability to continue to grow our business.

We compete generally for the disposable income of consumers with other
producers in the giftware industry. The giftware industry is highly
competitive with a large number of both large and small participants. Our
products compete with other scented and unscented candle and personal care
products and with other gifts within a comparable price range, like boxes of
candy, flowers, wine, fine soap and related merchandise. Our retail stores
compete with franchised candle store chains, specialty candle stores and gift
and houseware retailers. Some of our competitors are part of large,
diversified companies which have greater financial resources and a wider range
of product offerings than we do. This competitive environment could adversely
affect our future revenues and profits, financial condition and liquidity and
our ability to continue to grow our business.

A material decline in consumers discretionary income could cause our sales and
income to decline.

Our results depend on consumer spending, which is influenced by general
economic conditions and the availability of discretionary income. Accordingly,
we may experience declines in sales during economic downturns or during periods
of uncertainty like that which followed the September 11, 2001 terrorist
attacks on the United States or which result from the threat of war or the
possibility of further terrorist attacks. Any material decline in the amount
of discretionary spending could have a material adverse effect on our sales and
income.

Because we are not a diversified company and are effectively dependent upon one
industry, we have less flexibility in reacting to unfavorable consumer trends,
adverse economic conditions or business cycles.

We rely primarily on the sale of premium scented candles and related products
in the giftware industry. In the event that sales of these products decline or
do not meet our expectations, we cannot rely on the sales of other products to
offset such a shortfall. As a significant portion of our expenses is comprised
of fixed costs, such as lease payments, our ability to decrease expenses in
response to adverse business conditions is limited in the short term. As a
result, unfavorable consumer trends, adverse economic conditions or changes in
the business cycle could have a material and adverse impact on our earnings.

If we lose our senior executive officers, our business could be disrupted and
our financial performance could suffer.

Our success is substantially dependent upon the retention of our senior
executive officers. If our senior executive officers become unable or
unwilling to participate in our business, our future business and financial
performance could be materially affected.

Many aspects of our manufacturing and distribution facilities are customized
for our business; as a result, the loss of one of these facilities would
disrupt our operations.

Approximately 76% of our sales are generated by products we manufacture at our
manufacturing facility in Whately, Massachusetts and we rely primarily on our
distribution facilities in South Deerfield, Massachusetts to distribute our
products. Because most of our machinery is designed or customized by us to
manufacture our products, and because we have strict quality control standards
for our products, the loss of our manufacturing facility, due to natural
disaster or otherwise, would materially affect our operations. Similarly, our
distribution facilities rely upon customized machinery, systems and operations,
the loss of which would materially affect our operations. Although our
manufacturing and distribution facilities are adequately insured, we believe it
would take up to twelve months to resume operations at a level equivalent to
current operations.

Seasonal, quarterly and other fluctuations in our business, and general
industry and market conditions, could affect the market for our common stock.

Our sales and operating results vary from quarter to quarter. We have
historically realized higher sales and operating income in our fourth quarter,
particularly in our retail business, which accounts for a larger portion of our
sales. We believe that this has been due primarily to an increase in giftware
industry sales during the holiday season of the fourth quarter. As a result of
this seasonality, we believe that quarter to quarter comparisons of our
operating results are not necessarily meaningful and that these comparisons
cannot be relied upon as indicators of future performance. In addition, we may
also experience quarterly fluctuations in our sales and income depending on
various factors,

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including, among other things, the number of new retail stores we open in a
particular quarter, changes in the ordering patterns of our wholesale customers
during a particular quarter, and the mix of products sold. Most of our
operating expenses, such as rent expense, advertising and promotional expense
and employee wages and salaries, do not vary directly with sales and are
difficult to adjust in the short term. As a result, if sales for a particular
quarter are below our expectations, we might not be able to proportionately
reduce operating expenses for that quarter, and therefore a sales shortfall
could have a disproportionate effect on our operating results for that quarter.
Further, our comparable store sales from our retail business in a particular
quarter could be adversely affected by competition, economic or other general
conditions or our inability to execute a particular business strategy. As a
result of these factors, we may report in the future sales, operating results
or comparable store sales that do not match the expectations of market analysts
and investors. This could cause the trading price of our common stock to
decline. In addition, broad market and industry fluctuations may adversely
affect the price of our common stock, regardless of our operating performance.

Public health epidemics such as Severe Acute Respiratory Syndrome may affect
our operating results.

Approximately 12% of our sales in 2002 were generated by products, primarily
accessories, that we purchased overseas. Substantially all of these products
were purchased from East Asia. A sustained interruption of the operations of
our suppliers, as a result of the impact of Severe Acute Respiratory Syndrome
or other similar health epidemics, could have an adverse effect on our ability
to receive timely shipments of certain of our products and could result in
scrutiny or embargoing of goods produced in infected areas.

Our two largest stockholders, who are affiliates of Forstmann Little & Co.,
effectively control us and their interests may conflict with those of other
stockholders.

Partnerships affiliated with Forstmann Little & Co. currently own approximately
40% of our outstanding common stock and effectively control us. Accordingly,
they are able to:



| |  | influence the election of our entire board of directors and, until
they no longer own any shares of our common stock, they have the
contractual right to nominate two directors to our board of directors,                                                                        
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | influence our management and policies, and                                                                                                                                                                                                                                        
| 
| |  | affect the outcome of any corporate transaction or other matter
submitted to our stockholders for approval, including mergers,
consolidations and the sale of all or substantially all of our assets,
even where the transaction is not in the best interests of all
stockholders.

They may also be able to prevent or cause a change in control of Yankee Candle
and may be able to amend our Articles of Organization and By-Laws. The
interests of the Forstmann Little partnerships also may conflict with the
interests of the other holders of common stock.

On May 6, 2003 we filed a Registration Statement on Form S-3 with respect to a
proposed secondary offering by certain selling shareholders including
affiliates of Forstmann Little & Co. If the offering is completed as proposed,
the Forstmann Little partnerships would together own approximately 20% of our
outstanding common stock and together would continue to retain significant
influence over the foregoing matters.

Provisions in our corporate documents and Massachusetts law could delay or
prevent a change in control of Yankee Candle.

Our Articles of Organization and By-Laws may discourage, delay or prevent a
merger or acquisition involving Yankee Candle that our stockholders may
consider favorable, by:



| |  | authorizing the issuance of preferred stock, the terms of which may be determined at the sole discretion of the
board of directors,                                       
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | providing for a classified board of directors, with staggered three-year terms, and                                                                                       
| 
| |  | establishing advance notice requirements for nominations for election to the board of directors or for proposing
matters that can be acted on by stockholders at meetings.

Massachusetts law may also discourage, delay or prevent someone from acquiring
or merging with us.

We do not currently intend to pay dividends on our capital stock.

We have never paid a cash dividend on our common stock as a public company and
we do not currently intend to pay any cash dividends in the foreseeable future.
Any determination to pay dividends in the future will be at the discretion

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of our board of directors and will be dependent upon our results of operations,
our financial condition, contractual and legal restrictions, and other factors
deemed relevant by our board of directors. Under the terms of our existing
credit agreement, we may not declare or pay dividends on our common stock
unless our ratio of consolidated total debt to consolidated EBITDA (as defined
in our credit agreement) is less than or equal to 2:1 or our aggregate
principal amount of loans and letters of credit outstanding is less than $100
million. Although we meet this requirement, we do not currently intend to pay
dividends.




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

|     |  |                                                                                                                                 
|---- |  | --------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Craig W. Rydin Pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934, dated August 19, 2003.    
|     |  |                                                                                                                                 
|31.2 |  | Certification of Robert R. Spellman Pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934, dated August 19, 2003.
|     |  |                                                                                                                                 
|32.1 |  | Certification of Craig W. Rydin Pursuant to Rule 13a-14(b) under the
Securities Exchange Act of 1934, dated August 19, 2003.    
|     |  |                                                                                                                                 
|32.2 |  | Certification of Robert R. Spellman Pursuant to Rule 13a-14(b) under the
Securities Exchange Act of 1934, dated August 19, 2003.

|    |                     |  |  | 
|--- | ------------------- |  |  | 
|(b) | Reports on Form 8-K |  |  | 
|    |                     |  |  | 
|    | None                |  |  | 




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned hereunto duly authorized.

|                      |  |                                                                                                                
|--------------------- |  | ---------------------------------------------------------------------------------------------------------------
|                      |  | THE
YANKEE CANDLE COMPANY, INC.                                                                                
|                      |  |                                                                                                                
|                      |  | /s/ Robert R. Spellman                                                                                         
|                      |  |                                                                                                                
|Date: August 19, 2003 |  | By: Robert R. Spellman
Senior Vice President, Finance
and Chief Financial Officer
(Principal Financial Officer)

9