SC TO-I/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Final Amendment)

Blair Corporation

(Name of Subject Company (issuer))

Blair Corporation (Issuer)
(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))

Common Stock, without nominal or par value
(Title of Class of Securities)

092828102
(CUSIP Number of Class of Securities)

Daniel R. Blair
Secretary
220 Hickory Street
Warren, Pennsylvania 16366
(814) 723-3600
(Name, address and telephone number of person authorized to receive notices and communications on
behalf of filing person)

Copies to:

John H. Vogel, Esq.
Philip G. Feigen, Esq.
Patton Boggs LLP
2550 M Street, N.W.
Washington, D.C. 20037
(202) 457-6000

Calculation Of Filing Fee

Transaction Valuation*	Amount of Filing Fee*
184,800,000.00	21,750.96

* Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of a total of 4,400,000 shares of the outstanding common stock, without nominal or par value, at a price per share of $42.00.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $21,750.96
Form or Registration No.: Schedule TO
Filing Party: Blair Corporation
Date Filed: July 20, 2005

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1.

þ issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: þ

SCHEDULE TO

     This Final Amendment amends and supplements the Tender Offer Statement on Schedule TO-I filed with the Securities and Exchange Commission (“SEC”) on July 20, 2005 by Blair Corporation, a Delaware corporation (“Blair” or the “Company”), as amended and supplemented by Amendment No. 1 to the Tender Offer Statement on Schedule TO-I/A filed with the SEC on August 8, 2005 and Amendment No. 2 to the Tender Offer Statement on Schedule TO-I/A filed with the SEC on August 15, 2005, pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with an offer by Blair to purchase up to 4,400,000 shares of common stock, without nominal or par value, or such lesser number of shares as are properly tendered and not properly withdrawn, at a price of $42.00 per share, net to the seller in cash, without interest. Blair’s offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 20, 2005 and in the related Letter of Transmittal which, as amended or supplemented from time to time, together constituted the offer. This Final Amendment is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) of the Exchange Act. Copies of the Offer to Purchase and the related Letter of Transmittal were previously filed with the Schedule TO-I as exhibits (a)(1)(i) and (a)(1)(ii), respectively.

All information in the Offer to Purchase, Amendment No. 1 and Amendment No. 2 is incorporated in this Final Amendment by reference in response to all of the items in Schedule TO-I, except that such information is hereby amended to the extent specifically provided herein.

The Offer to Purchase is amended and supplemented as follows:

1.	In Item 14. Extension of the Tender Offer; Termination; Amendment, on page 43 of the Offer to Purchase, the following paragraph is hereby inserted at the end of Item 14,
	“The tender offer expired at 12:00 midnight, Eastern Daylight Time, on Tuesday, August 16, 2005, and was not extended. We have accepted for purchase 4,400,000 shares at $42.00 per share. Due to over-subscription, Blair is purchasing 69.78 percent of each stockholder’s total shares tendered and will return to each stockholder 30.22 percent of those shares tendered.”

On August 23, 2005 Blair issued a press release announcing the final results of the tender offer. A copy of the press release is filed with this Final Amendment as Exhibit (a)(5)(vii) and is incorporated herein by reference.

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BLAIR CORPORATION
By:	/s/ CRAIG N. JOHNSON
Name:	Craig N. Johnson
Title:	Chairman of the Board of Directors

Date: August 23, 2005

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EXHIBIT INDEX

Exhibit No.
(a)(1)(i)	Offer to Purchase dated July 20, 2005*
(a)(1)(ii)	Amended and Restated Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9)*
(a)(1)(iii)	Notice of Guaranteed Delivery*
(a)(1)(iv)	Notice of Instructions (Options)*
(a)(5)(i)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated July 20, 2005*
(a)(5)(ii)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated July 20, 2005*
(a)(5)(iii)	Letter to Stockholders dated July 20, 2005*
(a)(5)(iv)	Summary of Advertisement*
(a)(5)(v)	Employee FAQ*
(a)(5)(vi)	Press Release dated July 20, 2005*
(a)(5)(vii)	Press Release dated August 23, 2005
(b)(i)	Amendment Agreement dated as of July 15, 2005, which amends the Receivables Purchase Agreement*
(b)(ii)	Amended and Restated Credit Agreement dated as of July 15, 2005*
(c)	None
(d)(i)	“Standstill” Agreement between Blair Corporation and Loeb Arbitrage Fund and its affiliates dated May 24, 2005 (1)
(d)(ii)	“Standstill” Agreement between Blair Corporation and Mr. Phillip Goldstein and Mr. Andrew Dakos dated May 24, 2005 (2)
(d)(iii)	“Standstill” Agreement between Blair Corporation and Mr. Lawrence Goldstein, Santa Monica Partners Opportunity Fund L.P. and its affiliates dated May 25, 2005 (3)
(d)(iv)	Change in Control Severance Agreement between Blair Corporation and Mr. Randall A. Scalise (4)
(d)(v)	Change in Control Severance Agreement between Blair Corporation and Mr. Robert D. Crowley (5)
(d)(vi)	Change in Control Severance Agreement between Blair Corporation and Mr. Bryan J. Flanagan (5)
(d)(vii)	Change in Control Severance Agreement between Blair Corporation and Mr. John E. Zawacki (5)
(e)	None
(f)	None
(g)	None
(h)	None

*	Previously filed.
(1)	Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (SEC File No. (001-00878)), as filed with the Securities and Exchange Commission on May 27, 2005.
(2)	Incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (SEC File No. (001-00878)), as filed with the Securities and Exchange Commission on May 27, 2005.
(3)	Incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K (SEC File No. (001-00878)), as filed with the Securities and Exchange Commission on May 27, 2005.

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(4)	Incorporated by reference to Exhibit 10.6 of the Company’s Form 10-Q (SEC File No. (001-00878)), as filed with the Securities and Exchange Commission on November 9, 2004.
(5)	Incorporated by reference to Exhibit 10.7 of the Company’s Form 10-Q (SEC File No. 001-00878)), as filed with the Securities and Exchange Commission on November 9, 2004.

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EX-99.A.5.VII

Exhibit (a)(5)(vii)

FOR IMMEDIATE RELEASE:

CONTACT:
Blair Corporation	G.S. Schwartz & Co.
Bryan Flanagan, SVP/ Chief Financial Officer	Carl Hymans
814-723-3600	212-725-4500
	carlh@schwartz.com

Blair Corporation Announces Final Results of Tender Offer

WARREN, Pa., (August 23, 2005) – Blair Corporation (Amex: BL), (www.blair.com), a national multi-channel direct marketer of women’s and men’s apparel and home products, today announced the final results of the Company’s tender offer to purchase 4,400,000 shares of its common stock at a price of $42.00 per share, net to the seller in cash, without interest. The Company commenced the tender offer on July 20, 2005 and it expired on August 16, 2005.

Based on a final count by Computershare Trust Company of New York, the depositary for the tender offer, a total of 6,304,810 shares were properly tendered and not withdrawn. Blair has accepted for purchase 4,400,000 shares at $42.00 per share. Due to over-subscription, the Company will purchase approximately 69.8 percent of each stockholder’s total shares tendered. The Company will return to each stockholder approximately 30.2 percent of those shares tendered. Payment for shares accepted for purchase and the return of all other shares tendered, but not accepted for payment, will be made promptly by Computershare. Following the purchase of the shares tendered in the tender offer, the Company expects to have approximately 3,857,313 shares of its common stock issued and outstanding.

“This tender offer was designed to strengthen our position as an independent public company,” said John E. Zawacki, president and CEO. “And, in all regards, it was successful. As a result, we remain confident in our ability to further increase our profitability and provide enhanced value to all of our shareholders – both current and future. ”

Blair financed the tender offer with credit from the Company’s lenders, including PNC Bank and $64.8 million of its own cash reserves. Blair intends to repay funds borrowed for the tender offer with the proceeds received from the previously announced sale of its credit portfolio to Alliance

Data Systems Corp. The closing of the Alliance Data Systems transaction remains on target for the fourth quarter of 2005.

“The tender allowed us to deliver value to participating shareholders while at the same time increasing the proportional ownership of our non-tendering shareholders,” stated Bryan Flanagan, CFO and senior vice president.

The dealer manager for the tender offer was Stephens Inc., and the information agent was Georgeson Shareholder Communications, Inc.

ABOUT BLAIR

Headquartered in Warren, Pennsylvania, Blair Corporation sells a broad range of women’s and men’s apparel and home products through direct mail marketing and its Web sites www.blair.com and www.irvinepark.com. Blair Corporation employs more than 2,000 people and operates facilities and retail outlets in Northwestern Pennsylvania as well as a catalog outlet in Wilmington, Delaware. The Company, which has annual sales of approximately $500 million, is publicly traded on the American Stock Exchange (AMEX:BL).

This release contains certain statements, including without limitation, statements containing the words “believe,” “plan,” “expect,” “anticipate,” “strive,” and words of similar import relating to future results of the Company (including certain projections and business trends) that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to, changes in political and economic conditions, demand for and market acceptance of new and existing products, as well as other risks and uncertainties detailed in the most recent periodic filings of the Company with the Securities and Exchange Commission.