8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 17, 2007

BLAIR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-00878	25-0691670
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer File Number)

220 Hickory Street, Warren, Pennsylvania	16366-0001
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (814) 723-3600

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

     On April 17, 2007, the Company issued a press release announcing its earnings for the three months ended March 31, 2007. The information contained in the press release, which is attached to this report as Exhibit 99.1, is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

     The information contained in the press released attached to this report as Exhibit 99.1 is furnished pursuant to Item 7.01, “Regulation FD Disclosure.”

Item 9.01. Financial Statements and Exhibits.

     (a) Financial statements of businesses acquired.

          Not applicable.

     (b) Pro forma financial information.

          Not applicable.

     (c) Shell company transactions.

          Not applicable.

     (d) Exhibits.

          Exhibit 99.1 press release dated April 17, 2007.

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 hereunto duly authorized.

Date: April 17, 2007	BLAIR CORPORATION
	By:	/S/ LARRY J. PITORAK
		Larry J. Pitorak Senior Vice President, Chief Financial Officer and Chief Administrative Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE:

CONTACTS:
Blair Corporation Larry Pitorak, CFO & CAO 814-723-3600	Carl Hymans G.S. Schwartz & Co 212-725-4500 carlh@schwartz.com

BLAIR CORPORATION REPORTS FIRST QUARTER RESULTS

WARREN, Pa., (April 17, 2007) — 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 results for the first quarter ended March 31, 2007.

     Net sales for the first quarter ended March 31, 2007 were $76.1 million, a decrease of 25.9%, compared to the $102.7 million reported for the first quarter ended March 31, 2006.

     The Company had expected net sales for the first quarter of 2007 to be below first quarter 2006 net sales as a result of planned reductions in catalog circulation. The first quarter 2007 results were 14.8% below the Company’s expectations for the period. The decline in first quarter 2007 net sales was a result of lower customer demand and slow response to spring apparel. Additionally, fulfillment difficulties resulting from the start-up of a new warehouse management software system adversely impacted net sales. Unit sales volume for the first quarter of 2007 declined 27.6% from first quarter 2006 levels. This volume decline was partially offset by a 1.7% increase in average selling prices. The reduction in catalog circulation levels and slow response rates also impacted E-commerce sales. E-commerce net sales for the first quarter of 2007 were $17.8 million, a 28.2% decline from the $24.8 million recorded in the first quarter of 2006.

     The Company reported a net loss of $5.1 million, or $1.35 per basic and diluted share for the first quarter of 2007, compared to a net loss of $4.8 million or $1.23 per basic and diluted share reported for the first quarter of 2006.

     Cost of goods sold as a percentage of net sales for the first quarter of 2007 declined to 45.8%, compared to 46.7% for the first quarter of 2006. This improvement in cost of goods sold as a percent of net sales was the result of continued efforts to reduce the cost of merchandise through increased direct sourcing by the Company. Advertising expenses for the first quarter of 2007 were $10.3 million lower than for the first quarter of 2006, a 33% decline in costs. This decline in advertising costs was the result of planned reductions in catalog circulation implemented to garner greater selling expense efficiencies. General and administrative expenses for the first quarter of 2007 were $3.9 million lower than the comparable quarter of 2006, primarily due to restructurings which occurred in 2006. The Company continues to restructure its workforce to meet the changing requirements of its business. In

the first quarter of 2007, the Company recorded $249,000 of severance expense compared to $1.5 million of severance expense recorded in the first quarter of 2006.

     The first quarter of 2007 severance expense is associated with the previously disclosed closing of Blair’s leased Returns Center in Erie, Pa. and movement of all returns operations to the Blair Distribution Complex in Irvine, Pa. The closing was announced in the fourth quarter of 2006 and the move completed in March 2007.

     In June 2006, the Company began a credit program where it absorbed any bad debt on credit issued to specified Blair customers that would otherwise not be eligible under the Blair Credit program. First quarter 2007 results include a provision for doubtful accounts of approximately $1.5 million associated with these Blair credit sales. During the first quarter of 2007, the Company recorded $524,000 of rent related expenses associated with the closing of the above mentioned leased Returns Center in Erie, Pa. First quarter 2007 results were also impacted by approximately $975,000 of expenses incurred relative to its announced pending merger transaction with Appleseed’s Topco, Inc.

     In connection with the proposed merger and related transactions, Blair Corporation has filed a definitive proxy statement with the Securities and Exchange Commission. Blair stockholders are urged to read the definitive proxy statement carefully, because it contains important information. Stockholders are able to obtain a copy of the proxy statement and other documents containing information about Blair Corporation, free of charge, at the SEC’s Web site at www.sec.gov. In addition, copies of the proxy statement are available free of charge on the investor relations portion of the Blair Corporation Web site at www.blair.com, and may also be obtained by writing Blair Corporation’s investor relations department, at 220 Hickory Street, Warren, PA 16366, or by calling Georgeson Inc. at (866) 229-8451. Blair Corporation and its respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Blair Corporation’s stockholders in respect of the proposed transaction. Information regarding Blair Corporation’s directors and executive officers and their ownership of Blair securities is set forth in the definitive proxy statement. Further information regarding persons who may be deemed participants, including any direct or indirect interests they may have, is also set forth in the definitive proxy statement filed on March 21, 2007.

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 site www.blair.com. Blair Corporation employs approximately 1,900 associates (worldwide) 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 $425 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.

—Financial table follows—

Blair Corporation and Subsidiaries

Consolidated Statements of Income

	(Unaudited)
	Three Months Ended
	March 31
	2007			2006
Net sales	$	76,089,802		$	102,682,991
Other revenue		1,777,871			1,511,280
		77,867,673			104,194,271
Cost and expenses:
Cost of goods sold		34,818,965			47,920,130
Advertising		21,203,312			31,543,715
General and administrative		28,543,291			32,421,844
Provision for doubtful accounts		1,529,375			50,877
Interest (income) expense, net		(340,253	)		(316,161	)
Other (income) expense, net		(60,745	)		47,596
		85,693,945			111,668,001
Loss before income taxes		(7,826,272	)		(7,473,730	)
Income taxes benefit		(2,684,000	)		(2,679,000	)
Net loss	$	(5,142,272	)	$	(4,794,730	)
Basic (loss) earnings per share based on weighted average shares outstanding	$	(1.35	)	$	(1.23	)
Diluted (loss) earnings per share based on weighted average shares outstanding and assumed conversions	$	(1.35	)	$	(1.23	)

Blair Corporation and Subsidiaries

Consolidated Balance Sheets

	(Unaudited)
	March 31		December 31
	2007		2006
Assets
Current assets:
Cash and cash equivalents	$	31,265,476	$	36,927,303
Receivables, less allowances for doubtful accounts of $2,048,333 in 2007 and $592,645 in 2006		3,734,982		2,995,973
Inventories:
Merchandise		60,179,599		61,317,388
Advertising and shipping supplies		9,025,954		6,947,037
		69,205,553		68,264,425
Deferred income taxes		1,049,000		1,643,000
Prepaid and refundable federal and state taxes		2,187,171		-0-
Prepaid expenses		2,645,586		2,575,795
Assets held for sale		700,000		700,000
Total current assets		110,787,768		113,106,496
Property, plant, and equipment:
Land		548,817		548,817
Buildings and leasehold improvements		64,254,784		64,090,428
Equipment		82,818,427		75,408,270
Construction in progress		67,970		7,163,389
		147,689,998		147,210,904
Less allowances for depreciation		102,513,894		100,409,796
		45,176,104		46,801,108
Trademarks		253,374		271,434
Other long-term assets		1,285,849		1,066,354
Total assets	$	157,503,095	$	161,245,392

Blair Corporation and Subsidiaries

Consolidated Balance Sheets — Continued

	(Unaudited)
	March 31			December 31
	2007			2006
Liabilities and Stockholders’ Equity
Current liabilities:
Trade accounts payable	$	19,571,685		$	17,826,858
Advance payments from customers		2,289,744			1,113,744
Reserve for sales returns and allowances		5,589,000			5,974,000
Accrued expenses		13,128,818			11,083,565
Accrued federal and state taxes		-0-			3,674,168
Current portion of capital lease obligations		9,756			10,453
Total current liabilities		40,589,003			39,682,788
Capital lease obligations, less current portion		1,717			4,242
Deferred income taxes		1,449,000			1,676,000
Stockholders’ equity:
Common stock without par value:
Authorized 12,000,000 shares issued 10,075,440 shares (including shares held in treasury) — stated value		419,810			419,810
Additional paid-in capital		14,607,348			14,354,608
Retained earnings		324,697,466			329,745,101
Accumulated other comprehensive (loss) income		(150,464	)		(121,711	)
		339,574,160			344,397,808
Less 6,206,003 shares in 2007 and 6,228,623 shares in 2006 of common stock in treasury — at cost		223,687,199			224,061,659
Less receivable and deferred compensation from stock plans		423,586			453,787
		115,463,375			119,882,362
Total liabilities and stockholders’ equity	$	157,503,095		$	161,245,392