UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 For the quarterly period ended April 1, 2000

                                       OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934    For the transition period from ___________to___________

Commission File Number:      333-58059

                              Cluett American Corp.

             (Exact Name of Registrant as Specified in Its Charter)

Delaware                                                   22-2397044
(State or Other Jurisdiction of                           (IRS Employer
Incorporation or Organization)                             Identification No.)

                     48 West 38th Street New York, NY 10018
               (Address of Principal Executive Offices) (Zip code)

Registrant's Telephone Number, Including Area Code          212-984-8900

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  registrant was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirement for the past 90 days.

Yes  X    No

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

                  PROCEEDINGS DURING THE PRECEEDING FIVE YEARS:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12, 13 or 15 (d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

Yes   X    No

No stock is held by any non-affiliates of the registrant as of April 1, 2000


<PAGE>
<TABLE>

                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
<S>                                                                                                    <C>
                                                                                                       Page

Item 1.  Financial Statements (Unaudited)

Report of Independent Auditors' as of the period ended April 1, 2000                                    3

Condensed Consolidated Balance Sheets as of April 1, 2000 and December 31, 1999                         4

Condensed Consolidated Statements of Operations  for the thirteen weeks ended April 1, 2000
and April 3, 1999                                                                                       5

Condensed Consolidated Statements of Cash Flows for the thirteen weeks ended April 1, 2000
and April 3, 1999                                                                                       6

Notes to Condensed Consolidated Financial Statements - April 1, 2000                                    7


Item 2.  Management's Discussion and Analysis of Financial Condition and Results of
Operations.                                                                                             18


Item 3.  Quantitative and Qualitative Disclosures About Market Risk.                                    21




PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                                                             22

Item 4.   Submission of Matters to a Vote of Security Holders                                           22

Item 6.   Exhibits and Reports on Form 8-K                                                              22


SIGNATURES                                                                                              27


</TABLE>

<PAGE>

                REPORT OF DELOITTE & TOUCHE, INDEPENDENT AUDITORS

Board of Directors and Stockholder
Cluett American Corp. and Subsidiaries

We have reviewed the accompanying condensed consolidated balance sheet of Cluett
American Corp. and  subsidiaries as of April 1, 2000, and the related  condensed
consolidated  statements  of  operations  and cash  flows for the  thirteen-week
period ended April 1, 2000. These financial statements are the responsibility of
the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to such condensed  consolidated  financial  statements for them to be in
conformity with generally accepted accounting principles in the United States of
America.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the  consolidated  balance  sheet of the Company as of December  31,
1999,  and the related  consolidated  statements  of  operations,  stockholder's
equity and cash flows for the year then ended (not presented herein); and in our
report  dated March 29,  1999,  we  expressed  an  unqualified  opinion on those
consolidated financial statements.  In our opinion, the information set forth in
the  accompanying  condensed  consolidated  balance sheet as of April 1, 2000 is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.

                            /s/ Deloitte & Touche LLP

Atlanta, Georgia
May 12, 2000

<PAGE>

<TABLE>

                      Condensed Consolidated Balance Sheets

                  (Dollars In Thousands, except per share data)

                                                                                 April 1,     December 31,

                                                                                   2000           1999
                                                                               -----------------------------
                                                                               (Unaudited)    (Note 1)


                                     Assets

<S>                                                                            <C>           <C>
Current assets:
   Cash and cash equivalents..........................................        $     3,491     $  7,239
   Accounts receivable, net...........................................             53,003       45,519
   Inventories, net ..................................................             84,528       78,105
   Prepaid expenses and other current assets..........................              3,953        3,129
                                                                                    -----        -----

Total current assets..................................................            144,975      133,992

Property, plant and equipment, net....................................             46,469       47,794
Pension assets........................................................             32,812       32,187
Deferred financing fees...............................................             10,795       10,842
Goodwill, net.........................................................              4,622        4,740
Other noncurrent assets...............................................              1,910        1,951
                                                                                    -----        -----

Total assets..........................................................           $241,583     $231,506
                                                                                 ========     ========



                  Liabilities and stockholder's deficit


Current liabilities:
   Accounts payable and accrued expenses..............................           $ 45,004    $  40,696
   Accrued interest payable...........................................              7,240        3,861
   Short-term debt and current portion of long-term debt..............             23,346       14,209
   Income taxes payable...............................................              2,010        1,970
                                                                                    -----        -----

Total current liabilities.............................................             77,600       60,736

Long-term debt and capital lease obligations..........................            258,886      258,883
Redeemable preferred stock dividends payable..........................              2,550          637
Other non-current liabilities.........................................                149          147


Commitments and contingencies

Senior Exchangeable Preferred Stock Due 2010, cumulative, $.01 par value:
   authorized 4,950,000, issued and outstanding 599,145 shares
   (liquidation preference of $59,915)................................             58,329       58,329

Stockholder's deficit:
   Common stock, $1 par value: authorized, issued and outstanding 1,000
      shares..........................................................                  1            1
   Additional paid-in capital.........................................            133,188      135,100
   Accumulated deficit................................................           (288,771)    (282,046)
   Accumulated other comprehensive loss...............................               (349)        (281)
                                                                                     ----         ----

Total stockholder's deficit...........................................           (155,931)    (147,226)
                                                                                 --------     --------
Total liabilities and stockholder's deficit...........................          $ 241,583    $ 231,506
                                                                                =========    =========

                             See accompanying notes.

</TABLE>

<PAGE>
<TABLE>

           Condensed Consolidated Statements of Operations (Unaudited)

                             (Dollars In Thousands)

                                                                                    Thirteen weeks ended
                                                                                   April 1,       April 3,

                                                                                     2000           1999
                                                                                ------------------------------
<S>                                                                             <C>             <C>
                                                                                                 Not covered
                                                                                                 by Auditors'
                                                                                                    Report

Net sales.................................................................          $85,615        $81,099
Cost of goods sold........................................................           64,188         57,387
                                                                                     ------         ------
Gross profit..............................................................           21,427         23,712
Selling, general and administrative expenses..............................           20,572         19,297
                                                                                     ------         ------

Operating income..........................................................              855          4,415
Interest expense, net.....................................................            7,232          6,287
Other expense, net........................................................              147             15
                                                                                        ---             --
Loss before income taxes..................................................           (6,524)        (1,887)
Provision for income taxes................................................              202            278
                                                                                        ---            ---

Net loss .................................................................          $(6,726)       $(2,165)
                                                                                    =======        =======



                                                       See accompanying notes.

</TABLE>

<PAGE>

                    Condensed Consolidated Statements of Cash Flows (Unaudited)

                             (Dollars in Thousands)

<TABLE>

                                                                                Thirteen weeks ended
                                                                               April 1,       April 3,

                                                                                 2000           1999
                                                                            ------------------------------

                                                                                             Not covered
                                                                                             by Auditors'
                                                                                                Report

<S>                                                                        <C>             <C>
Operating activities

Net loss .........................................................         $     (6,726)    $    (2,165)

Adjustment  to  reconcile  net loss to net cash  and  cash  equivalents
   used in operating activities:

   Depreciation...................................................               2,541            2,432
   Deferred finance amortization..................................                 423              395
   Goodwill amortization..........................................                 124               --
   Loss on disposal...............................................                  --               12

Changes in operating assets and liabilities:

   Accounts receivable............................................              (7,471)             (66)
   Inventories....................................................              (6,399)          (9,054)
   Prepaid expenses and other current assets......................                (628)             574
   Pension and other noncurrent assets............................                (964)            (891)
   Accounts payable and accrued expenses..........................               7,108           (5,391)
   Income taxes payable...........................................                  40               62
   Other liabilities..............................................                 578              439
   Effect of changes in foreign currency..........................                (285)             (59)
                                                                           -------------------------------
Net cash and cash equivalents used in operating activities........             (11,659)         (13,712)

Investing activities

Purchase of property, plant and equipment.........................              (1,212)          (2,555)
Proceeds on disposal of property, plant and equipment.............                  --                1
                                                                           -------------------------------
Net cash and cash equivalents used in investing activities........              (1,212)          (2,554)

Financing activities

Principal payments on long term debt .............................              (1,150)            (650)
Principal payments on long term note .............................                (194)              --
Net borrowings under line-of-credit agreement ....................              10,470           14,524
Principal payments under capital lease obligation.................                  (3)              (4)
                                                                           -------------------------------
Net cash and cash equivalents provided by financing activities....               9,123           13,870

Effect of foreign currency translation............................                   0                9
                                                                           -------------------------------
Net change in cash and cash equivalents...........................              (3,748)          (2,387)
Cash and cash equivalents at beginning of period..................               7,239            2,868
                                                                           -------------------------------
Cash and cash equivalents at end of period........................         $     3,491      $       481
                                                                           ===============================




                             See accompanying notes.

</TABLE>

<PAGE>

       Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Cluett
American  Corp.  and its  subsidiaries,  (the  "Company")  have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q and Article 10 of Regulation
S-X.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included. Operating results for the thirteen-week period ended April 1, 2000 are
not necessarily indicative of the operating results that may be expected for the
year ending December 31, 2000.

The  Balance  Sheet at  December  31,  1999 has been  derived  from the  audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements.

For further information,  refer to the annual consolidated  financial statements
and footnotes of the Company,  included in the Annual  Report on Form 10-K,  for
the year ended  December  31,  1999,  filed  with the  Securities  and  Exchange
Commission on March 30, 2000.

The consolidated  financial  statements include all subsidiary  companies of the
Company.   Significant   intercompany   transactions  have  been  eliminated  in
consolidation.

The Company uses a 5-4-4 week fiscal quarter  whereby the fiscal quarter ends on
the Saturday  nearest the end of the calendar  quarter,  which  accordingly  was
April, 1, 2000 and April 3, 1999, respectively.

Certain  amounts in the prior year financial  statements and footnotes have been
reclassified to conform to the current year presentation.

2. Inventories

         Inventories consist of the following:
<TABLE>

                                                                        April 1,           December 31,
                                                                          2000                 1999
                                                                   -------------------- --------------------
                                                                            (Dollars In Thousands)
<S>                                                               <C>                    <C>
Finished goods...........................................                    $ 69,354               $60,854
Work in process..........................................                       6,731                 8,260
Raw material and supplies................................                      11,932                11,613
                                                                   -------------------- --------------------
                                                                               88,017                80,727
Less:  Allowance for obsolete and slow moving inventory..                      (3,489)               (2,622)
                                                                   -------------------- --------------------
                                                                             $ 84,528              $ 78,105
                                                                   ==================== ====================

</TABLE>

<PAGE>

 Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)


3. Comprehensive Loss

For the  periods  ended  April 1,  2000 and  April 3,  1999,  accumulated  other
comprehensive loss as shown in the consolidated  balance sheets was comprised of
foreign  currency  translation  adjustments,  which  prior to the  adoption  was
reported  separately in  shareholders'  equity.  The components of comprehensive
income (loss), for these periods were as follows:

<TABLE>

                                                                                 Thirteen
                                                                               Weeks Ended

                                                                -------------------------------------------
                                                                        April 1,             April 3,
                                                                          2000                 1999
                                                                ------------------- -----------------------
                                                                            (Dollars In Thousands)

<S>                                                             <C>                   <C>
Net loss.................................................                 $(6,726)            $(2,165)
Foreign currency translation adjustment..................                     (68)                364
                                                                   ------------------- ---------------------
Comprehensive loss.......................................                 $(6,794)            $(1,801)
                                                                   =================== =====================

</TABLE>

4. Restructuring and Facility Closure Charges

During the first  quarter  ended  April 1, 2000,  the  Company  did not have any
terminations  related to the 1999 approved  restructuring  plan.  Severance cost
reserve was  increased  during the first  quarter due to actual costs  exceeding
estimates.  The following is a summary of the  components  of the  restructuring
reserve at April 1, 2000.

<TABLE>

                                            Severance Costs     Facility Closure          Total

                                          -------------------- -------------------- ------------------
                                                             (Dollars in Thousands)
<S>                                       <C>                  <C>                  <C>
Balance, December 31, 1999                 $      276           $       145          $      421
    Charges                                       --                     60                  60
    Payments                                      --                    (50)                (50)
                                          -------------------- -------------------- ------------------
Balance, April 1, 2000                     $     276            $        95          $      431
                                          ==================== ==================== ==================
</TABLE>

<PAGE>

 Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)


5. Segment Data

The Company  identifies its reportable  segments based on the segment's  product
offerings.  For the quarter  ended  April 1, 2000,  the  Company  conducted  its
business through two principal segments: the Sock Group and the Shirt Group. The
financial results  associated with the Burberrys,  YSL, Latin America,  Canadian
retail operations,  Apparel On-Line and unallocated  corporate overhead charges,
are referred to collectively as "All other".

<TABLE>

                                                                   April, 1, 2000            April 3, 1999
                                                                   --------------            -------------
                                                                            (Dollars In Thousands)
<S>                                                               <C>                         <C>
Net Sales

                                           Sock                        $ 38,808                  $  34,138
                                           Shirt                         48,331                     45,017
                                           All other                         73                      3,702
                                           Intersegment                  (1,597)                    (1,758)
                                                                         -------                    -------
                                                                       $ 85,615                  $  81,099
                                                                       ========                  =========
Operating Income (Loss)

                                           Sock                       $   5,111                 $    4,522
                                           Shirt                         (3,751)                       285
                                           All other                       (505)                      (392)
                                                                           -----                      -----
                                                                        $   855                 $    4,415
                                                                        =======                 ==========

Depreciation Expense

                                           Sock                       $   1,571                 $    1,510
                                           Shirt                            913                        922
                                           All Other                         57                         --
                                                                             --                         --
                                                                      $   2,541                 $    2,432
                                                                      =========                 ==========

Amortization expense

                                           Sock                    $         --              $          --
                                           Shirt                             --                          8
                                           All other                        547                        387
                                                                            ---                        ---
                                                                     $      547                $       395
                                                                     ==========                ===========


Identifiable Assets

                                           Sock                       $  83,977                  $  78,614
                                           Shirt                        116,963                    101,886
                                           All other                        759                      4,864
                                                                            ---                      -----
                                                                       $201,699                   $185,364
                                                                       ========                   ========

</TABLE>

<PAGE>

  Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)


5. Segment Data (Continued)

<TABLE>

Reconciliation of Reportable Segments Net Sales, Operating Income and Identifiable Assets

                                                                  April, 1, 2000             April 3, 1999
                                                                  --------------             -------------
                                                                           (Dollars In Thousands)
   <S>                                                               <C>                        <C>
   Net Sales

   Total net sales for reportable  segments                              $ 87,139                $  79,155
   Other net sales                                                             73                    3,702
   Elimination of intersegment net sales                                   (1,597)                  (1,758)
                                                                           -------                  -------

   Total consolidated net sales                                         $  85,615                $  81,099
                                                                        =========                =========


   Operating Profit (Loss)
    Total operating profit or loss for
    reportable segments                                                $    1,360               $    4,807
    Other operating profit or loss                                           (206)                      --
    Unallocated amounts:
          Corporate expense before pension income                            (924)                    (892)
          Pension income                                                      625                      500
                                                                              ---                      ---

    Total operating profit                                            $       855               $    4,415
                                                                      ===========               ==========

   Depreciation and Amortization

   Total depreciation for reportable segments                          $    2,541               $    2,432
   Amortization                                                               547                      395
                                                                             ----                     ----
                                                                       $    3,088               $    2,827
                                                                       ==========               ==========


   Assets

   Total assets for reportable segments                                  $200,940                 $180,500
   Other assets                                                               759                    4,864
   Unallocated amounts:
          Deferred finance costs                                           10,795                   11,247
          Pension assets                                                   32,812                   31,883
          Other unallocated amounts                                        (3,723)                    (188)
                                                                           -------                    -----

   Consolidated total                                                    $241,583                 $228,306
                                                                         ========                 ========

</TABLE>

<PAGE>

  Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)


6. Guarantor Subsidiaries

The  Company's  payment  obligations  under the Senior  Credit  Facility and the
Senior Subordinated Notes (the "Notes") are fully and unconditionally guaranteed
on a joint and several basis by its current domestic subsidiaries,  principally:
Cluett Peabody & Co., Inc., Great American Knitting Mills, Inc., Cluett Designer
Group  Inc.,   Consumer  Direct   Corporation  and  Arrow  Factory  Stores  Inc.
(collectively the "Guarantor Subsidiaries").  Each of the Guarantor Subsidiaries
is a direct or indirect  wholly-owned  subsidiary of the Company.  The Company's
payment  obligations  under  the  Notes  are  not  guaranteed  by the  remaining
subsidiaries Bidermann Womenswear Corp. (formerly Ralph Lauren Womenswear Inc. )
Cluett,   Peabody  Canada  Inc.,  Arrow  de  Mexico  S.A.  de  C.V.,  and  Arrow
Inter-American & Co., Ltd. (collectively the "Non-Guarantor Subsidiaries").  The
obligation  of each  Guarantor  Subsidiary  under its  guarantee of the Notes is
subordinated to such  subsidiary's  obligation under its guarantee of the Senior
Credit Facility.

Presented  below  is  condensed  consolidating  financial  information  for  the
Company, the Guarantor Subsidiaries and the Non-Guarantor  Subsidiaries.  In the
Company's  opinion,   separate   financial   statements  and  other  disclosures
concerning  each of the  Guarantor  Subsidiaries  would not  provide  additional
information that is material to investors. Therefore, the Guarantor Subsidiaries
are  consolidated in the  presentation  below.  Investments in subsidiaries  are
accounted  for by the Company using the equity  method of  accounting.  Earnings
(losses) of  subsidiaries  are,  therefore,  reflected  in the Parent  Company's
investments in and advances to/from  subsidiaries account and earnings (losses).
The  elimination  entries  eliminate  investments in  subsidiaries,  the related
stockholder's deficit and other intercompany balances and transactions.

<PAGE>

  Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)


6. Guarantor Subsidiaries (Continued)

               SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

                                  APRIL 1, 2000

                             (DOLLARS IN THOUSANDS)
<TABLE>

                                                   PARENT         GUARANTOR      NON-GUARANTOR
                                                   COMPANY      SUBSIDIARIES     SUBSIDIARIES     ELIMINATION    CONSOLIDATED
<S>                                           <C>                <C>            <C>              <C>            <C>
Assets
Current assets:

Cash and cash equivalents                       $      --     $    3,351       $      140       $       --     $    3,491
Accounts receivable, net                               --         46,316            6,687               --         53,003
Inventories, net                                       --         72,340           12,188               --         84,528
Prepaid expenses and other current assets              --          3,175              778               --          3,953
                                                       --          -----              ---               --          -----

Total current assets                                   --        125,182           19,793               --        144,975
Investment in subsidiaries                       (110,169)                             --          110,169             --
Intercompany receivable (payable)                  15,000        (15,000)              --               --             --
Property, plant and equipment, net                     --         44,534            1,935               --         46,469
Deferred finance costs                                 --         10,795               --               --         10,795
Pension assets                                         --         32,812               --               --         32,812
Goodwill, net                                          --          4,622               --               --          4,622
Other noncurrent assets                                --          1,264              646               --          1,910
                                                       --          -----              ---               --          -----

Total assets                                    $  (95,169)     $204,209        $  22,374         $110,169       $241,583
                                                ===========     ========        =========         ========       ========

Liabilities and stockholder's deficit
Current liabilities:

Accounts payable and accrued expenses           $      --      $  42,516        $   2,488        $      --      $  45,004
Accrued interest payable                               --          7,240               --               --          7,240
Short-term debt and current portion of                 --         15,405            7,941               --         23,346
long-term debt
Income taxes payable                                   --          1,803              207               --          2,010
                                                       --          -----              ---               --          -----

Total current liabilities                              --         66,964           10,636               --         77,600
Long-term debt and capital lease obligations           --        258,658              228               --        258,886
Other noncurrent liabilities                           --            149               --               --            149
Redeemable preferred stock dividends payable        2,550             --               --                           2,550

Commitments and contingencies:

Senior exchangeable preferred stock due 2010
  cumulative, $.01 par value: authorized
  4,950,000 shares, issued and outstanding
  599,145 shares (liquidation preference
  of $59,915)                                      58,329             --               --               --         58,329
                                                   ------                                                          ------
Total stockholder's deficit                      (156,048)      (121,562)          11,510          110,169       (155,931)
                                                 ---------      ---------          ------          -------       ---------
Total liabilities and stockholder's deficit     $  (95,169)     $204,209        $  22,374         $110,169       $241,583
                                                ===========     ========        =========         ========       ========

</TABLE>

<PAGE>

 Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

6. Guarantor Subsidiaries (Continued)

               SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

                                DECEMBER 31, 1999

                             (DOLLARS IN THOUSANDS)

 <TABLE>

                                                    PARENT          GUARANTOR    NON-GUARANTOR
                                                    COMPANY       SUBSIDIARIES    SUBSIDIARIES    ELIMINATION    CONSOLIDATED
<S>                                             <C>             <C>              <C>             <C>            <C>
Assets
Current assets:

Cash and cash equivalents                       $      --       $    7,099       $      140     $       --     $    7,239
Accounts receivable, net                               --           40,635            4,884             --         45,519
Inventories, net                                       --           64,608           13,497             --         78,105
Prepaid expenses and other current assets              --            2,422              707             --          3,129
                                                       --            -----              ---             --          -----

Total current assets                                   --          114,764           19,228             --        133,992
Investment in subsidiaries                       (103,443)              --               --        103,443             --
Intercompany receivable (payable)                  15,000          (15,000)              --             --             --
Property, plant and equipment, net                     --           45,802            1,992             --         47,794
Deferred finance costs                                 --           10,842               --             --         10,842
Pension assets                                         --           32,187               --             --         32,187
Goodwill, net                                          --            4,740               --             --          4,740
Other noncurrent assets                                --            1,259              692             --          1,951
                                                       --            -----              ---             --          -----

Total assets                                     $(88,443)        $194,594        $   21,912      $103,443       $231,506
                                                 =========        ========        ==========      ========       ========

Liabilities and stockholder's deficit
Current liabilities:

Accounts payable and accrued expenses            $     --        $  38,239        $     2,457     $     --      $  40,696
Accrued interest payable                               --            3,861               --             --          3,861
Short-term debt and current portion of                 --            6,405            7,804             --         14,209
long-term debt
Income taxes payable                                   --            1,763              207             --          1,970
                                                       --            -----              ---             --          -----

Total current liabilities                              --           50,268           10,468             --         60,736
Long-term debt and capital lease obligations           --          258,652              231             --        258,883
Other noncurrent liabilities                           --              147               --             --            147
Redeemable preferred stock dividends payable           637              --               --             --            637

Commitments and contingencies:

Senior exchangeable preferred stock due 2010
  cumulative, $.01 par value: authorized
  4,950,000 shares, issued and outstanding
  599,145 shares (liquidation preference
  of $59,915)                                      58,329               --               --             --         58,329
                                                   ------                                                          ------
Stockholder's deficit                            (147,409)        (114,473)          11,213        103,443       (147,226)
                                                 ---------        ---------          ------        -------       ---------
Total liabilities and stockholder's deficit      $(88,443)        $194,594        $  21,912       $103,443       $231,506
                                                 =========        ========        =========       ========       ========



</TABLE>

<PAGE>

  Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

6. Guarantor Subsidiaries (Continued)

             SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

                                  APRIL 1, 2000

                             (DOLLARS IN THOUSANDS)
<TABLE>

                                                    PARENT        GUARANTOR      NON-GUARANTOR
                                                   COMPANY       SUBSIDIARIES    SUBSIDIARIES     ELIMINATION     CONSOLIDATED
<S>                                             <C>              <C>            <C>              <C>             <C>
Net sales                                       $      --         $77,502        $  8,113        $      --        $85,615
Cost of goods sold                                     --          58,092           6,096               --         64,188
                                                       --          ------           -----               --         ------
Gross profit                                           --          19,410           2,017               --         21,427
Selling, general and administrative expenses           --          18,822           1,750               --         20,572
                                                       --          ------           -----               --         ------

Operating income                                       --             588             267               --            855
Income (loss) on investments in subsidiaries       (6,726)             --              --            6,726             --
Interest expense, net                                  --           6,533             699               --          7,232
Other expense, net                                     --             147              --               --            147
                                                       --             ---              --               --            ---
Income (loss) before provision for income          (6,726)         (6,092)           (432)           6,726         (6,524)
taxes

Provision for income taxes                             --             194               8               --            202
                                                       --             ---               -               --            ---
Net income (loss)                                $ (6,726)       $ (6,286)       $   (440)        $  6,726       $ (6,726)
                                                 =========       =========       =========        ========       =========


</TABLE>

<PAGE>

  Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)


6. Guarantor Subsidiaries (Continued)

              SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

                                  APRIL 3, 1999

                             (DOLLARS IN THOUSANDS)
<TABLE>


                                                   PARENT         GUARANTOR     NON-GUARANTOR
                                                   COMPANY      SUBSIDIARIES     SUBSIDIARIES    ELIMINATION     CONSOLIDATED
<S>                                             <C>            <C>            <C>              <C>              <C>
Net sales                                       $      --      $  73,295      $     7,804      $       --       $  81,099
Cost of goods sold                                     --         51,490            5,897              --          57,387
                                                       --         ------            -----              --          ------
Gross profit                                           --         21,805            1,907              --          23,712
Selling, general and administrative expenses           --         17,268            2,029              --          19,297
                                                       --         ------            -----              --          ------

Operating income (loss)                                --          4,537             (122)             --           4,415
Income (loss) on investments in subsidiaries       (2,165)            --               --           2,165              --
Interest expense, net                                  --          6,169              118              --           6,287
Other expense, net                                     --             15               --              --              15
                                                       --             --               --              --              --
Income (loss) before provision for income          (2,165)        (1,647)            (240)          2,165          (1,887)
taxes

Provision for income taxes                             --            226               52              --             278
                                                       --            ---               --              --             ---
Net income (loss)                               $  (2,165)     $  (1,873)     $      (292)      $   2,165      $   (2,165)
                                                =============  ============     ==============  ============    =============

</TABLE>

<PAGE>

   Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)


6. Guarantor Subsidiaries (Continued)

                SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

                                  APRIL 1, 2000

                             (DOLLARS IN THOUSANDS)

<TABLE>

                                                   PARENT       GUARANTOR     NON-GUARANTOR
                                                  COMPANY      SUBSIDIARIES    SUBSIDIARIES     ELIMINATION     CONSOLIDATED
<S>                                             <C>          <C>              <C>             <C>               <C>
Operating activities:

Net loss                                        $  (6,726)   $   (6,286)     $     (440)     $     6,726      $  (6,726)
Adjustments to reconcile net income (loss) to
 net cash and cash equivalents used in
 operating activities:

Loss on investments in subsidiaries                 6,726            --              --          (6,726)              --
Depreciation                                           --         2,468              73              --            2,541
Deferred finance amortization                          --           423              --              --              423
Goodwill and license fee amortization                  --           124              --              --              124
Loss on disposal of fixed assets                       --            --              --              --               --
Changes in operating assets and liabilities            --        (8,283)            262              --           (8,021)
                                                       --        -------            ---              --           -------
Net cash and cash equivalents used in
 operating activities                                  --       (11,554)           (105)             --          (11,659)

Investing activities:

Purchase of fixed assets                               --        (1,200)            (12)             --           (1,212)
Proceeds on disposal of fixed assets                   --            --              --              --               --
                                                       --            --              --              --               --
Net cash and cash equivalents used in
 investing activities                                  --        (1,200)            (12)             --           (1,212)


Financing activities:

Net borrowings under line-of credit agreements         --        10,350             120              --           10,470
Principal payments on long term debt                   --        (1,150)             --              --           (1,150)
Principal payments on long term notes (CAT)            --          (194)             --              --             (194)
Principal payments on capital lease obligation         --            --              (3)             --               (3)
                                                       --            --              ---             --               ---
Net cash and cash equivalents provided by
 financing activities                                  --         9,006             117              --            9,123

Effect of exchange rate changes on cash                --             0               0              --                0
                                                       --             -               -              --                -

Net change in cash and cash equivalents                --        (3,748)              0              --           (3,748)

Cash and cash equivalents at beginning of year         --         7,231               8              --            7,239
                                                       --         -----               -              --            -----
Cash and cash equivalents at end of period      $      --     $   3,483       $       8      $       --        $   3,491
                                                ===========   =========       ===========     ============     =========


</TABLE>

<PAGE>

  Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)


6. Guarantor Subsidiaries (Continued)

             SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

                                  APRIL 3, 1999

                             (DOLLARS IN THOUSANDS)
<TABLE>

                                                   PARENT       GUARANTOR     NON-GUARANTOR
                                                  COMPANY      SUBSIDIARIES    SUBSIDIARIES     ELIMINATION     CONSOLIDATED
<S>                                             <C>          <C>            <C>             <C>              <C>
Operating activities:
Net income (loss)                               $  (2,165)  $   (1,873)     $     (292)      $      2,165    $     (2,165)

Adjustments to reconcile net income (loss)
 to net cash and cash equivalents used
 in operating activities:

Loss on investments in subsidiaries                 2,165            --                           (2,165)             --
Depreciation                                           --         2,361              79               --           2,440
Deferred finance amortization                          --           387              --               --             387
Goodwill and license fee amortization                  --            --              --               --              --
Loss on disposal of fixed assets                       --            12              --               --              12
Changes in operating assets and liabilities            --       (10,467)         (3,919)              --         (14,386)
                                                       --       --------         -------              --         --------

Net cash and cash equivalents used in
 operating activities                                 --        (9,580)         (4,132)              --         (13,712)

Investing activities:
Purchase of fixed assets                               --        (2,550)             (5)              --          (2,555)
Proceeds on disposal of fixed assets                   --            --               1               --               1
                                                       --            --               -               --               -
Net cash and cash equivalents used in
 investing activities                                  --        (2,550)             (4)              --          (2,554)

Financing activities:
Net borrowings under line-of credit agreements         --        10,699           3,825               --          14,524
Principal payments on long term debt                   --          (650)             --               --            (650)
Principal payments on long term notes (CAT)            --            --              --               --              --
Principal payments on capital lease obligation         --            --              (4)              --              (4)
                                                       --            --              ---              --              ---
Net cash and cash equivalents provided by
 financing activities                                  --        10,049           3,821               --          13,870

Effect of exchange rate changes on cash                --            --               9               --               9
                                                       --            --               -               --               -

Net change in cash and cash equivalents                --        (2,081)           (306)              --          (2,387)

Cash and cash equivalents at beginning of year         --         2,396             472               --           2,868
                                                       --         -----             ---               --           -----
Cash and cash equivalents at end of period      $             $     315       $     166       $               $      481
                                                ============  ===========     ==========       ==========     ==========


</TABLE>

<PAGE>

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

Results of Operations: Thirteen weeks ended April 1, 2000 vs. April 3, 1999

The  following  table is derived from the Company's  Consolidated  Statements of
Operations and sets forth, for the period  indicated,  net sales,  gross profit,
operating income,  interest  expense,  bankruptcy  reorganization  costs and net
income (loss) of the Company:

<TABLE>

                                                                                    Thirteen weeks ended
                                                                                  April 1,       April 3,

                                                                                    2000           1999
                                                                               ------------------------------
                                                                                   (Dollars In Thousands)
<S>                                                                              <C>            <C>
Net sales.................................................................         $85,615        $81,099
Gross profit..............................................................          21,427         23,712
Operating income .........................................................             855          4,415
Interest expense .........................................................           7,232          6,287
Net loss..................................................................        $ (6,726)      $ (2,165)

</TABLE>

Net Sales:  For the first quarter ended April 1, 2000, net sales  increased $4.5
million to $85.6  million  compared  to $81.1  million  for the same period last
year.  The  increase is  completely  attributable  to the  Company's  reportable
segments where Sock Group net sales  increased $4.7 million to $38.8 million and
Shirt Group net sales increased $3.3 million to $48.3 million. The growth in the
Company's core  businesses in 2000 was somewhat  masked by 1999 sales related to
the YSL and Burberrys terminated businesses.

Gross Profit: For the first quarter 2000, gross profit decreased $2.3 million to
$21.4  million  compared  to $23.7  million  for the  first  quarter  1999.  The
Company's  gross profit margin  decreased to 25.0% for the first quarter in 2000
from  29.2%  for the  first  quarter  in 1999.  The Sock  Group's  gross  profit
increased $1.4 million while margin declined slightly from 34.6% to 34.2% of net
sales year over year.  The $1.4 million gross profit  improvement  resulted from
additional sales volume and improved  manufacturing costs offset by decreases in
mix and price.  The Shirt Group's gross margin decreased from 26.4% of net sales
to 16.8% for the same period in 1999,  primarily due to margin  deterioration at
the US Wholesale  division.  This margin decrease was primarily due to a decline
in staple  dress shirt  demand  (traditionally  the  Company's  most  profitable
product  offering),  new product  launches and dress shirt cost increases due to
quality improvements without offsetting price increases.

Operating  Income:  The Company's  operating  income for the first quarter ended
April 1, 2000  declined to $0.9  million  from $4.4  million for the same period
last year.  The largest  contributing  factor was the Shirt Group's gross margin
decline mentioned above.

Interest expense:  Interest expense increased $0.9 million for the first quarter
ended April 1, 2000 as a result of higher debt levels.

Net (Loss) income:  Net loss for the first quarter ended April 1, 2000 increased
$4.6  million to a loss of $6.7 million from a loss of $2.2 million for the same
period in 1999. This reduction was primarily related to the decline in the Shirt
Group's operating profit and the Company's overall increased interest expense.

<PAGE>

Liquidity and Capital Resources

The Company broadly defines liquidity as its ability to generate sufficient cash
flow from  operating  activities to meet its  obligations  and  commitments.  In
addition,  liquidity  includes the ability to obtain appropriate debt and equity
financing and, to convert into cash, those assets that are no longer required to
meet existing strategic and financial objectives. Therefore, liquidity cannot be
considered  separately  from  capital  resources  that  consist  of  current  or
potentially  available funds for use in achieving long range business objectives
and meeting debt service commitments.

In  1999,  the  Company  obtained  a  $3.0  million  revolving  credit  facility
("Additional Revolver") which is guaranteed by Vestar and bears interest, at the
Company's option, at either the Eurodollar rate plus 1.5% or the Prime rate plus
0.5%.  This facility  expires on December 31, 2000. At December 31, 1999,  there
were no amounts outstanding under the Additional Revolver. On February 17, 2000,
the Additional Revolver was increased to $7.5 million.

On March 29, 2000,  the  Additional  Revolver was increased to $12.0 million and
was incorporated into the Senior Credit Facility as Tranche C. Subsequently, the
additional  revolver was increased to $13.2 million.  Borrowings under Tranche C
are due and payable on June 30, 2000 (unless certain events occur, in which case
the maturity can be extended to December 31, 2001) and are guaranteed by Vestar.

The  Company's  liquidity  needs  arise  primarily  from  debt  service  on  the
indebtedness and the funding of working capital and capital expenditures.  As of
April 1, 2000, the Company had outstanding  $271.8 million of debt consisting of
$125.0 million in senior subordinated notes, a Senior Credit Facility consisting
of a $45.0  million term A loan, a $59.0  million term B loan,  $36.3 million in
revolving  credit  borrowings  and $6.5  million in  additional  revolver,  $7.9
million  in  Canadian  revolving  credit  borrowings  and  a  $2.3  million  CAT
acquisition note payable. For the first quarter ended April 1, 2000, the Company
had a net increase in revolving  credit  borrowings  of $10.5 million and repaid
$1.3 million in term loans and notes payable.

On May 12, 2000, the Company formed a special purpose  non-guarantee  subsidiary
for the purpose of an accounts  receivable  sale  transaction  allowed under the
Senior Credit Facility. The Company has the right but not the obligation to sell
up to $24.0  million of accounts  receivable  on or before June 30, 2000. On May
12, 2000, the Company sold approximately $6.4 million of accounts receivable.

Cash Flows

Cash and cash  equivalents  decreased  $3.8  million to $3.5 million at April 1,
2000 from $7.2  million at  December  31,  1999  primarily  as a result of $11.7
million and $1.2 million in net cash used in operating and investing activities,
respectively,  offset  by  $9.1  million  in  net  cash  provided  by  financing
activities.  Net cash used in operating  activities  resulted primarily from the
Company's $6.7 million net loss offset by $3.1 million in non-cash  depreciation
and  amortization  charges.  Net  cash  used in  investing  activities  resulted
primarily  from $1.2  million  in capital  expenditures.  Net cash  provided  by
financing  activities  resulted  primarily  from $10.5 million in net borrowings
under the Company's revolving credit facilities.

Covenant Restrictions

The Senior  Credit  Facility  contains a number of covenants  that,  among other
things,  restrict  the ability of the Company and its  subsidiaries,  other than
pursuant  to  specified  exceptions,  to  dispose of  assets,  incur  additional
indebtedness,   incur  guarantee  obligations,  repay  other  indebtedness,  pay
dividends, create liens on assets, enter into leases, make investments, loans or
advances, make acquisitions,  engage in mergers or consolidations,  make capital
expenditures,  enter into sale and leaseback transactions,  change the nature of
their  business  or  engage  in  certain   transactions  with  subsidiaries  and
affiliates and otherwise restrict corporate activities.  In addition,  under the
Senior  Credit  Facility  the  Company  is  required  to comply  with  specified
financial ratios and tests, including minimum fixed charge coverage and interest
coverage ratios and maximum leverage  ratios,  including a senior leverage ratio
and a total leverage  ratio,  and a minimum Sock Group EBITDA test each of which
is tested  as of the last day of each  fiscal  quarter  of the  Company  and its
subsidiaries.  The amendments in December 1998,  March 1999,  September 1999 and
March 2000 revised the original  covenants.  Additionally,  the  September  1999
amendment  requires Vestar to infuse up to $30 million of new capital if certain
leverage ratios are not met.

<PAGE>

At December 31, 1999, the Company was not in compliance with its financial ratio
covenants and received a waiver dated March 29, 2000.  The March 2000 waiver and
amendment also revised on-going  covenants and the Company expects to meet these
covenants in 2000.

On March 29, 2000,  the Senior Credit  Facility and the  Investment  and Deposit
agreement were amended.  The March 2000 amendment  requires (i) Vestar to infuse
up to $30 million of new  capital  into the Company and (ii) the Company to make
$20 million in additional  principal  payments on the Senior  Credit  Facilities
between June 30, 2000 (or in certain circumstances August 31, 2000) and December
31, 2000 if certain financial ratios are not met by June 30, 2000.

Capital Expenditures

Capital  spending for the first quarter ended April 1, 2000 was $1.2 million and
related  primarily  to  general  improvements  to  the  Company's  manufacturing
facilities.  Total capital  spending for 2000 is expected to be $7.0 million and
also relates  primarily to general  improvements to the Company's  manufacturing
facilities.

Financing Sources and Cash Flows

At  April  1,  2000  the  Company  had  $3.5  million  in  cash  and  additional
availability of $9.2 million under the revolving credit  facilities  included in
the Senior Credit Facility,  after  consideration of $10.0 million in open trade
letters of credit and $1.4  million of stand-by  letters of credit.  At December
31, 1999 the Company also had additional  availability of $1.6 million  Canadian
dollars under the Canadian  revolving  credit facility,  after  consideration of
$0.9 million Canadian dollars in open trade letters of credit.

Based upon the current level of operations,  management  believes that cash flow
from operations and available cash, together with available borrowings under the
revolving credit facilities, are adequate to meet the Company's future liquidity
needs  until at  least  the end of  2000.  The  Company  may,  however,  need to
refinance all or a portion of the principal of the Senior Credit  Facility on or
prior to maturity and there can be no assurance that the Company will be able to
effect any such  refinancing.  In addition,  there can be no assurances that the
Company's  business will generate  sufficient  cash flow from  operations,  that
anticipated  revenue growth and operating  improvements will be realized or that
future  borrowings  will be  available  under the Senior  Credit  Facility in an
amount  sufficient to (i) enable the Company to service its indebtedness or (ii)
fund its other liquidity needs.

Backlog and Seasonality

The amount of the Company's backlog orders at any particular time is affected by
a number of factors,  including  seasonality and scheduling of the manufacturing
and shipment of products.  In general, the Company's electronic data interchange
("EDI") system and vendor managed  inventory  systems have resulted in shortened
lead times between  submission  of purchase  orders and delivery and has lowered
the level of backlog orders. Consequently,  the Company believes that the amount
of its backlog is not an appropriate indicator of future production levels.

The industries in which the Company operates are cyclical.  Purchases of apparel
tend to decline during recessionary periods and also may decline at other times.
A recession in the general economy or  uncertainties  regarding  future economic
prospects could affect consumer spending habits and could have an adverse effect
on the  Company's  results  of  operations.  Weak sales and  resulting  markdown
requests  from  customers  could  also  have a  material  adverse  effect on the
Company's business, results of operations and financial condition.

The  Company's  business is seasonal,  with higher  sales and income  during its
third and fourth  quarters.  The third and  fourth  quarters  coincide  with the
Company's two peak retail  selling  seasons:  (i) the first season runs from the
start of the  back-to-school  and fall selling seasons,  beginning in August and
continuing through September;  and (ii) the second season runs from the start of
the Christmas selling season beginning with the weekend  following  Thanksgiving
and continuing through the week after Christmas.

Also  contributing  to the  strength of the third  quarter is the high volume of
fall shipments to wholesale  customers  which are generally more profitable than
spring  shipments.  The slower spring selling season at wholesale  combines with
retail seasonality to make the first half of the year particularly weak.

<PAGE>

Cautionary Statement Regarding Forward-Looking Statements

The Quarterly Report on Form 10-Q contains certain statements which describe the
Company's beliefs concerning future business  conditions and the outlook for the
Company based on currently  available  information.  The preceding  Management's
Discussion  and  Analysis  contains  forward-looking  statements  regarding  the
Company's  performance,  liquidity  and the  adequacy of its capital  resources.
These forward looking  statements are subject to risks,  uncertainties and other
factors  which  could  cause  the  Company's  actual  results,   performance  or
achievement to differ  materially  from those  expressed in, or implied by these
statements.   As  a  result,  the  Company  cautions  that  the  forward-looking
statements are qualified by the financial  strength of the retail industry,  the
risks of increased  competition  from other  manufacturers of men's dress shirts
and socks,  shifting  consumer  demand,  changing  consumer  credit  markets and
general  economic  conditions,  hiring and  retaining  effective  team  members,
sourcing merchandise from domestic and international vendors,  preparing for the
impact  of year  2000,  and  other  risks and  uncertainties.  Therefore,  while
management  believes  that there is a reasonable  basis for the  forward-looking
statements, undue reliance should not be placed on those statements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

The Company has exposure to fluctuations in interest rates and foreign  currency
exchange rates.  The Company operates under a senior credit facility at variable
interest rates.  Interest expense is primarily  affected by the general level of
U.S.  interest rates,  LIBOR and European base rates.  The Company is subject to
risk from sales and loans to its foreign subsidiary as well as sales,  purchases
from third party  customers,  suppliers and  creditors,  denominated  in foreign
currencies.  Currently,  the Company does not engage in any material  derivative
type  instruments in order to hedge against  interest rate and Canadian  foreign
currency exchange rate fluctuations. However, the Company feels it is limited in
its  exposure  of foreign  currency  exchange  rate  changes  as most  inventory
purchase contracts are denominated in US Dollars.

The Company  evaluated its market risks (floating  interest rate, fixed interest
rate and currency  risks) at the fiscal year ended  December 31, 1999,  which is
disclosed in the Company's  annual report filed on Form 10-K. There has not been
any material change (adverse or favorable) in the risk factors  identified since
the evaluation performed by the Company at December 31, 1999.

<PAGE>

                           Part II - OTHER INFORMATION

Item 1.     Legal Proceedings

The Company and its subsidiaries are involved in various legal proceedings, both
as plaintiff and as defendant,  which are normal to its business. In March 2000,
the Company and a former employee  settled all matters relating to an employment
action;  all amounts were  reserved  for in 1998 and 1999.  It is the opinion of
management that the aforementioned  actions and claims, if determined  adversely
to the  Company,  will not  have a  material  adverse  effect  on the  financial
condition or operations of the Company taken as a whole.

Item 4.  Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders during the quarter
ended April 1, 2000.

Item 6.  Exhibits and Reports on Form 8-K

(a)          (1)      Financial Statements

                      Included in Part I, Item 1

             (2)      Financial Statement Schedules

                     Schedule II - Valuation and Qualifying

                      Accounts

                     All  other  schedules  for which  provision  is made in the
                     applicable  accounting  regulation  of the  Securities  and
                     Exchange  Commission  are not  required  under the  related
                     instructions  or are  inapplicable  and therefore have been
                     omitted.

             (3)      List of Exhibits

(b)      The Company filed one Form 8-K, dated January 3, 2000  during the first
         quarter ended April, 1, 2000

(c)      Exhibits: See (a)(3) above for a listing of the exhibits included as
         part of this report.

(d)      Financial Statement Schedules: See (a)(1) and (a)(2) above for a
         listing of the financial statements and schedules submitted as part of
         this report.


EXHIBIT

   NO.                     DESCRIPTION OF EXHIBIT
--------------------------------------------------------------------------------

2.1 Third Amended plan of  Reorganization  of Cluett  American  Corp. and Cluett
American  Investment  Corp.  (incorporated  by  reference  to Exhibit 2.1 to the
Company's  Registration Statement on Form S-4 (Reg. No. 333-58059) filed on June
30, 1998).

2.2 Subscription Agreement dated as of March 30, 1998 among Bidermann Industries
U.S.A.,  Inc.,  Vestar  Capital  Partners III,  L.P. and Alvarez & Marsal,  Inc.
(incorporated  by  reference  to  Exhibit  2.2  to  the  Company's  Registration
Statement on Form S-4 (Reg. No. 333-58059) filed on June 30, 1998).

2.3 Stockholders' Agreement  dated  as of May 18,  1998  among  Cluett  American
Investment Corp.,  Vestar Capital Partners III, L.P., A&M Investment  Associates
#7, LLC, the  Co-Investors  named  therein,  the Original  Equity  Holders named
therein and the Management Investors named therein (incorporated by reference to
Exhibit  2.3 to the  Company's  Registration  Statement  on Form S-4  (Reg.  No.
333-58059) filed on June 30, 1998).

2.4 Joinder Agreement dated as of June 30, 1998 among Cluett American Investment
Corp.,  Vestar Capital  Partners III, L.P. and each other signatory  thereto (an
"Additional  Stockholder")  (incorporated  by  reference  to Exhibit  2.4 to the
Company's  Registration Statement on Form S-4 (Reg. No. 333-58059) filed on June
30, 1998).

3.1 Restated Certificate of Incorporation of Cluett American Corp. (incorporated
by reference to Exhibit 3.1 to the Company's  Registration Statement on Form S-4
(Reg. No. 333-58059) filed on June 30, 1998).

3.2 Bylaws of Cluett American Corp. (incorporated by reference to Exhibit 3.2 to
the Company's  Registration  Statement on Form S-4 (Reg. No. 333-58059) filed on
June 30, 1998).

4.1 Indenture between Cluett American Corp. and The Bank of New York, as Trustee
(incorporated  by  reference  to  Exhibit  4.1  to  the  Company's  Registration
Statement on Form S-4 (Reg. No. 333-58059) filed on June 30, 1998).

4.2 Exchange  Debenture  Indenture between Cluett American Corp. and The Bank of
New York, as Trustee  (incorporated by reference to Exhibit 4.2 to the Company's
Registration Statement on Form S-4 (Reg. No. 333-58059) filed on June 30, 1998).

4.3  Certificate of  Designations  of the 12 1/2% Senior Exchangeable  Preferred
Stock Due 2010  (incorporated  by  reference  to  Exhibit  4.3 to the  Company's
Registration Statement on Form S-4 (Reg. No. 333-58059) filed on June 30, 1998).

4.4  Form of 10  1/8%  Senior  Subordinated  Notes  Due  2008  (incorporated  by
reference  to Exhibit 4.4 to the  Company's  Registration  Statement on Form S-4
(Reg. No. 333-58059) filed on June 30, 1998).

4.5 Form of 10 1/8% Series B Senior Subordinated Notes Due 2008 (incorporated by
reference  to Exhibit 4.5 to the  Company's  Registration  Statement on Form S-4
(Reg. No. 333-58059) filed on June 30, 1998).

4.6 Form of 12 1/2% Senior  Exchangeable  Preferred Stock Due 2010 (incorporated
by reference to Exhibit 4.6 to the Company's  Registration Statement on Form S-4
(Reg. No. 333-58059) filed on June 30, 1998).

4.7 Form of 12 1/2%  Series  B  Senior  Exchangeable  Preferred  Stock  Due 2010
(incorporated  by  reference  to  Exhibit  4.7  to  the  Company's  Registration
Statement on Form S-4 (Reg. No. 333-58059) filed on June 30, 1998).

4.8 Note Registration  Rights Agreement dated May 18, 1998 among Cluett American
Corp., NationsBanc Montgomery Securities LLC and NatWest Capital Markets Limited
(incorporated  by  reference  to  Exhibit  4.8  to  the  Company's  Registration
Statement on Form S-4 (Reg. No. 333-58059) filed on June 30, 1998).

4.9  Preferred  Stock  Registration  Rights  Agreement  dated May 18, 1998 among
Cluett American Corp., NationsBanc Montgomery Securities LLC and NatWest Capital
Markets  Limited  (incorporated  by  reference  to Exhibit 4.9 to the  Company's
Registration Statement on Form S-4 (Reg. No. 333-58059) filed on June 30, 1998).

10.1  $160,000,000  Credit  Agreement  dated  as of May 18,  1998  among  Cluett
American Corp., as the Borrower,  NationsBank, N.A., as Administrative Agent and
Collateral  Agent,  NationsBanc  Montgomery  Securities  LLC,  as  Arranger  and
Syndication Agent, and lenders (incorporated by reference to Exhibit 10.1 to the
Company's  Registration Statement on Form S-4 (Reg. No. 333-58059) filed on June
30, 1998).

10.2 First Amendment to the Credit  Agreement and Assignment  dated May 27, 1998
by an among Cluett American  Corp.,  Cluett American  Investment  Corp.,  Cluett
American  Group,  Inc.  and certain  subsidiaries,  the  Existing  Lenders,  New
Lenders,  and agents (incorporated by reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-4 (Reg. No. 333-58059) filed on June 30, 1998).

10.2.1 Second Amendment to the Credit Agreement and Assignment dated as December
18, 1998 by an among Cluett American Corp.,  Cluett American  Investment  Corp.,
Cluett American Group, Inc. and certain subsidiaries,  the Existing Lenders, New
Lenders,  and  agents  (incorporated  by  reference  to  Exhibit  10.2.1  to the
Company's  Annual  Report on Form 10-K  (Reg No.  333-58059)  filed on March 29,
1999).

10.2.2 Third Amendment to the Credit  Agreement and Assignment dated as of March
19, 1999 by an among Cluett American Corp.,  Cluett American  Investment  Corp.,
Cluett American Group, Inc. and certain subsidiaries,  the Existing Lenders, New
Lenders,  and  agents  (incorporated  by  reference  to  Exhibit  10.2.1  to the
Company's  Annual  Report on Form 10-K  (Reg No.  333-58059)  filed on March 29,
1999).

10.2.3 Waiver to the Credit  Agreement and Assignment  dated July 28, 1999 by an
among Cluett American Corp.,  Cluett American  Investment Corp., Cluett American
Group, Inc. and certain  subsidiaries,  the Existing Lenders,  New Lenders,  and
agents  (incorporated  by reference to Exhibit  10.2.3 to the  Company's  Annual
Report on Form 10-K (Reg No. 333-58059) filed on March 29, 1999).

10.2.4 Fourth  Amendment to the Credit  Agreement and Assignment dated September
30, 1999 by an among Cluett American Corp.,  Cluett American  Investment  Corp.,
Cluett American Group, Inc. and certain  subsidiaries,  the Existing Lender, New
Lender, and agents (incorporated by reference to Exhibit 10.2.4 to the Company's
Quarterly Report on Form 10-Q (Reg No. 333-58059) filed on November 16, 1999).

10.2.5 Investment and Deposit Agreement between Vestar Capital Partners and Bank
of America dated September 30, 1999 (incorporated by reference to Exhibit 10.2.5
to the  Company's  Quarterly  Report on Form 10-Q (Reg No.  333-58059)  filed on
November 16, 1999).

10.2.6 $3.0 million Credit  Agreement  dated as of November 9, 1999 among Cluett
American  Corp.,  as the  borrower  Bank of  America,  N.A.  and Vestar  Capital
Partners III, L.P. as guarantor  (incorporated by reference to Exhibit 10.2.6 to
the  Company's  Quarterly  Report  on Form  10-Q  (Reg No.  333-58059)  filed on
November 16, 1999).

10.2.7 $7.5 million Amended and Restated  Credit  Agreement dated as of February
17, 2000,  among Cluett American Corp., as the borrower,  Bank of America,  N.A.
and Vestar Capital  Partners III, L.P., as guarantor  (incorporated by reference
to  Exhibit  10.2.7  to the  Company's  Annual  Report  on Form  10-K  (Reg  No.
333-58059) filed on March 30, 2000).

10.2.8 Fifth  Amendment to Credit  Agreement  and Waiver dated March 29, 2000 by
and among Cluett  American  Corp.,  Cluett  American  Investment  Corp.,  Cluett
American Group, Inc. and certain subsidiaries,  the Existing Lender, New Lender,
and agents  (incorporated by reference to Exhibit 10.2.8 to the Company's Annual
Report on Form 10-K (Reg No. 333-58059) filed on March 30, 2000).

10.2.9  Amended and Restated  Investment  and Deposit  Agreement  between Vestar
Capital   Partners   III,  L.P.  and  Bank  of  America  dated  March  29,  2000
(incorporated  by reference to Exhibit 10.2.9 to the Company's  Annual Report on
Form 10-K (Reg No. 333-58059) filed on March 30, 2000).

10.3 Security  Agreement dated as of May 18, 1998 made by Cluett American Corp.,
Cluett  American  Investment  Corp.,  Cluett  American  Group,  Inc. and certain
Subsidiaries of Cluett American  Investment Corp. in favor of NationsBank,  N.A.
as  agent   (incorporated   by  reference  to  Exhibit  10.3  to  the  Company's
Registration Statement on Form S-4 (Reg. No. 333-58059) filed on June 30, 1998).

10.4 Pledge  Agreement  dated as of May 18, 1998 made by Cluett  American Corp.,
Cluett  American  Investment  Corp.,  Cluett  American  Group,  Inc. and certain
Subsidiaries of Cluett American Investment Corp. in favor of NationsBank,  N.A.,
as  agent   (incorporated   by  reference  to  Exhibit  10.4  to  the  Company's
Registration Statement on Form S-4 (Reg. No. 333-58059) filed on June 30, 1998).

10.5  Joinder  Agreement  dated  as of May  18,  1998 by and  between  Bidermann
Tailored Clothing,  Inc., and NationsBank,  N.A., in its capacity as Agent under
that  certain  Credit  Agreement  dated  as of May  18,  1998  (incorporated  by
reference to Exhibit 10.5 to the Company's  Registration Statement on Form S-4/A
(Reg. No. 333-58059) filed on September 3, 1998).

10.6 CDN  $15,000,000  Loan Agreement dated as of August 8, 1997 between Cluett,
Peabody  Canada  Inc.,  as the  Borrower,  and  Congress  Financial  Corporation
(Canada),  as Lender (incorporated by reference to Exhibit 10.6 to the Company's
Registration Statement on Form S-4 (Reg. No. 333-58059) filed on June 30, 1998).

+10.7  Employment  Agreement  dated March 7, 1997 by and between Great  American
Knitting Mills, Inc. and James A. Williams (incorporated by reference to Exhibit
10.7 to the Company's  Registration Statement on Form S-4/A (Reg. No. 333-58059)
filed on September 3, 1998).

+10.8  Severance  Agreement  dated as of August 8, 1997 by and  between  Cluett,
Peabody & Co., Inc. and Phil Molinari (incorporated by reference to Exhibit 10.8
to the Company's Registration Statement on Form S-4/A (Reg. No. 333-58059) filed
on September 3, 1998).

+10.9 Severance  Agreement dated as of May 5, 1997 by and between Great American
Knitting Mills,  Inc. and William Sheely  (incorporated  by reference to Exhibit
10.9 to the Company's  Registration Statement on Form S-4/A (Reg. No. 333-58059)
filed on September 3, 1998).

+10.10 Severance Agreement dated as of May 5, 1997 by and between Great American
Knitting  Mills,  Inc.  and Kathy Wilson  (incorporated  by reference to Exhibit
10.10 to the Company's Registration Statement on Form S-4/A (Reg. No. 333-58059)
filed on September 3, 1998).

+10.11 Advisory  Agreement  dated May 18, 1998 among Cluett American  Investment
Corp.,  Cluett  American  Corp.  and Vestar Capital  Partners  (incorporated  by
reference to Exhibit 10.11 to the Company's Registration Statement on Form S-4/A
(Reg. No. 333-58059) filed on September 3, 1998).

10.12  Secured  Promissory  Note  dated  May 18,  1998  made  by A&M  Investment
Associates #7, LLC in favor of Cluett American Investment Corp. (incorporated by
reference to Exhibit 10.12 to the Company's Registration Statement on Form S-4/A
(Reg. No. 333-58059) filed on September 3, 1998).

10.13 Form of Secured Promissory Note made by the Management  Investors in favor
of Cluett American Investment Corp.  (incorporated by reference to Exhibit 10.13
to the Company's Registration Statement on Form S-4/A (Reg. No. 333-58059) filed
on September 3, 1998).

+10.14  Severance  Agreement  dated as of August 8, 1997 by and between  Cluett,
Peabody & Co., Inc. and Robert  Riesbeck  (incorporated  by reference to Exhibit
10.14 to the Company's Registration Statement on Form S-4/A (Reg. No. 333-58059)
filed on October 15, 1998).

+10.15 Severance Agreement dated as of January 16, 1996 by and between Bidermann
Industries  Corp.  and Steven J. Kaufman  (incorporated  by reference to Exhibit
10.15 to the Company's Registration Statement on Form S-4/A (Reg. No. 333-58059)
filed on October 15, 1998).

*10.16 Limited  Liability  Company  Agreement of Cluett American  Receivables,
LLC,  entered into by Great  American  Knitting  Mills,  Inc. as the sole equity
member and Dwight Jenkins and Lori Rezza as the special  members (filed herewith
as Exhibit 10.16)

*10.16.1 Receivable Transfer Agreement dated May 12, 2000 between Great American
Knitting Mills, Inc. and Cluett American Receivables, LLC (filed herewith as
Exhibit 10.16.1)

*10.16.2 Receivable  Purchase Agreement entered into between Cluett American
Receivable, LLC and Banc of America  Commercial  Corp. dated May 12, 2000 (filed
herewith as Exhibit 10.16.2).

*10.16.3  Partial  Release  Agreement  dated May 12, 2000,  by and among Bank of
America, N.A. f/k/a/ Nationsbank, N.A. as agent for the Lenders under the Credit
Agreement,  Great American Knitting Mills, Inc. and Cluett American Corp. (filed
herewith as Exhibit 10.16.3).

*10.16.4  Guarantee Agreement dated May 12, 2000 made by Cluett  American  Corp.
(filed herewith as Exhibit 10.16.4).

*10.16.5 Repurchase Agreement dated May 12, 2000 made by Vestar Capital Partners
III, L.P. in favor of Banc of America Commerical  Corporation (filed herewith as
Exhibit 10.16.5).

16.1 Letter from Ernst & Young LLP, former Certifying Accountants  (incorporated
by reference to Exhibit 16.1 to the Company's  Current  Report filed on Form 8-K
(Reg. No. 333-58059) filed on January 10,2000).

21 List of  Subsidiaries  (incorporated  by  reference  to  Exhibit  10.6 to the
Company's  Registration Statement on Form S-4 (Reg. No. 333-58059) filed on June
30, 1998).

23.1  Consent of Ernst & Young LLP,  independent  certified  public  accountants
(filed herewith as Exhibit 23.1)

24 Powers of Attorney (included on pages II-5--II-11) (incorporated by reference
to Exhibit 24 to the  Company's  Registration  Statement  on Form S-4 (Reg.  No.
333-58059) filed on June 30, 1998).

*27 Financial Data Schedule (filed herewith as Exhibit 27)

99.1 Form of Note Letter of  Transmittal  (incorporated  by reference to Exhibit
99.1 to the Company's  Registration  Statement on Form S-4 (Reg. No.  333-58059)
filed on June 30, 1998).

99.2 Form of Preferred Stock Letter of Transmittal (incorporated by reference to
Exhibit  99.2 to the  Company's  Registration  Statement  on Form S-4 (Reg.  No.
333-58059) filed on June 30, 1998).

99.3 Form of Note Notice of Guaranteed  Delivery  (incorporated  by reference to
Exhibit  99.3 to the  Company's  Registration  Statement  on Form S-4 (Reg.  No.
333-58059) filed on June 30, 1998).

99.4 Form of Preferred  Stock Notice of  Guaranteed  Delivery  (incorporated  by
reference to Exhibit 99.4 to the  Company's  Registration  Statement on Form S-4
(Reg. No. 333-58059) filed on June 30, 1998).

+ This is a management contract or compensatory plan or arrangement
* Filed herewith


<PAGE>

                                   SIGNATURES

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

                                 CLUETT AMERICAN CORP.
                                    (Registrant)

May 15, 2000                     /s/ Bryan P. Marsal
                                 ---------------------------------
                                 Bryan P. Marsal
                                 Director, President and Chief Executive Officer




May 15, 2000                    /s/ W. Todd Walter
                                --------------------------------
                                W. Todd Walter
                                Vice President and  Chief Financial Officer

<PAGE>

Item 6 (d). Financial Statement Schedules

                                   SCHEDULE II

                              CLUETT AMERICAN CORP.

                        VALUATION AND QUALIFYING ACCOUNTS

                             (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>

COLUMN A                               COLUMN B                  COLUMN C                   COLUMN D        COLUMN E
                                                                ADDITIONS

                                      BALANCE AT       CHARGED TO        CHARGED TO                          BALANCE
                                      BEGINNING         COSTS AND           OTHER                            AT END
DESCRIPTION                           OF PERIOD         EXPENSES          ACCOUNTS        DEDUCTIONS        OF PERIOD
-----------                           ---------         --------          --------        -----------       ---------
<S>                                  <C>                <C>               <C>           <C>                 <C>
Period Ended April 1, 2000:

    Deductions from asset accounts:

     Allowance for doubtful accounts     $1,620            $ 234            $  --          $  106 (1)        $ 1,748
     Customer allowances                  8,554            3,220               --           3,865 (1)          7,909
     Inventory reserves                   2,622            2,150               --           1,283 (1)          3,489
                                          -----            -----               --          ---------           -----
           Total                        $12,796           $5,604            $  --         $ 5,254 (1)        $13,146
                                        =======           ======            =====          =========         =======




<FN>

(1)  Write offs, net of recoveries
</FN>
</TABLE>
<PAGE>