Women's Wear Daily Information Access Company                                               
September 13, 1983; SECTION: Vol. 146; Pg. 35

	NEW YORK (FNS) -- Simplicity Pattern, Inc., has helped thousands of h--e 
sewers achieve a good fit, but the cash-rich company had a hard time 
doing just that when it went looking for a suitable partner.

   	Although its pattern sales have declined steadily during the last 
five years, Simplicity's $ 90 million in cash has made it an attractive 
target for takeover artists.

   	Control of the company switched three times in two years, most 
recently in May 1982 when MCO Holdings, Inc., a Los Angeles-based oil 
exploration firm, acquired 38 percent of Simplicity.

   	Before that, Simplicity was controlled for nearly a year by NCC 
Energy, Ltd., a financially troubled British natural resources firm that 
tied up about $ 10 million of the patternmaker's cash.  Financiers Victor 
Posner and Carl Icahn both dabbled in Simplicity before MCO Holdings 
moved in.

   	But, said Robert L. Rosen, recently installed as vice chairman, 
"Simplicity won't be footballed around any more, and its cash won't be 
used in any way that isn't in the best interests of shareholders."

   	MCO Holdings' majority shareholder is Federated Development Co., a 
New York business trust controlled by Charles Hurwitz.  , rough 
Federated, Hurwitz controls MCO Holdings, and through MCO Hodlings he 
controls Simplicity.

   	Hurwitz said he does not intend to merge MCO Hodlings and Simplicity 
or use Simplicity's cash to fund MCO Holdings' operations.

   	Earlier this year, Hurwitz recruited Rosen, former executive vice 
president of Shearson/American Express and president of the Shearson 
Realty Group, to diversify Simplicity.

   	Diversification was not a priority when Simplicity's founders, the 
Shapiros, were running the company because cI was never awfully keen 
about conglomerates  ," said James Shapiro, who retired as chairman in 
1976.  "I never thought I could run just any kind of business, and 
Simplicity had a good run for many years. But the pattern business got 
caught up in changing times."

   	Both Shapiro and his brother, Robert, who retired as president in 
1974, sold off all their Simplicity stock when they retired.  Sometimes 
you have to break emotional ties," said Robert Shapiro.  "We wouldn't 
want to look over anyone's shoulder.  That wouldn't be fair to the people 
who are still there."                   

   	When the Shapiros left, they turned the reins over to company 
veterans Harold cooper and  Lilyan H. Affinito.   As ownership of 
Simplicity changed hands, Cooper and  Affinito's  titles did too, but 
they always controlled the company's day-to-day operations.  both during 
and after Simplicity's upheaval, Cooper and  Affinito  refused to talk to 
the press and did not return phone calls.  Last week, after 30 years with 
Simplicity, Cooper resigned as vice chairman to "pursue other interests."  
Affinito  remains as president, treasurer and chief operations officer.

   	Coincidentally, the year James Shapiro retired marked a turning point 
for the home sewing industry.  After reaching a peak of 170 million units 
in 1976, pattern sales "fell off a cliff," as one executive put it.  In 
the last seven years, the number of active sewers has fallen one-third to 
22 million from 33 million, according to market sources.  However, 
officials point out this figure should stay stable since the remaining 
home sewers are a loyal group.

   	Since Rosen took over, Simplicity has diversified into real estate 
and food processing.  Simplicity acquired 68 percent of Buffalo-based 
Twin Fair for $ 25 million and 12.4 percent of Amstar Corp., a nutritive 
sweetener manufacturer, for approximately $ 37,800,000.

   	Rosen said he has been studying ways to capitalize on Simplicity's 
name and the 800,000 subscribers to the company's publication.  "You're 
looking at Simplicity with blinders if you just think about home sewing," 
he said.  "Our 800,000 subscribers are a welcome audience for more than 
just home sewing publications.  A specialized publishing business could 
grow out of this."

   	The need to diversify is even more pressing since the decline in 
}Interest rates during the last year and a half has cut Simplicity's 
investment earnings, Rosen said.  Simplicity's pre-tax income from 
investments, which have been providing most of the company's growth, fell 
33 percent investments earnings grew at an average annual rate of 28.7 
percent.

   	In the last five years, Simplicity's pre-tax operating income has 
dropped almost 50 percent to $ 11,238,000 from $ 21,308,000.  However, in 
1982 net income grew 32.3 percent to $ 9,726,000 or 74 cents a share, 
while sales declined 5.4 percent to $ 77,774,000.

   	Many in the industry have applauded Simplicity's recent 
diversification, but some have suggested it should have come a few years 
earlier.

   	"With that kind of cash Simplicity could have found a complementary 
fit years ago," said a home sewing executive who asked to remain 
anonymous.  "Instead, it sat on its reputation."

   	"The acquisition business is a tough one," countered Rosen.  You can 
spend endless months on particular transactions without anything ever 
coming of it. Simplicity did not diversify, not for lack of effort."

   	Unraveling Simplicity's tangled history of tender offers and counter 
offers requires the patience of a seamstress.

  	The takeover chain began in March 1981 when Simplicity rejected 
separate acquisition proposals by FSC Corp., A Pittsburgh-based 
diversified equipment firm, and Pier I Imports in favor of a surprise 
offer by NCC Energy, Ltd.

   	NCC then acquired the 9.9 percent interest Posner's Southeastern 
Public Service Co. held in Simplicity and the 5.5 percent stake of Devon 
Group. Shortly after, Simplicity and NCC announced plans to pursue a 
business combination.

   	The complicated transaction would have given birth to a new company 
known as Simplicity Group.  Patternld have resulted in a company with no 
net worth or a deficit net worth.

   	The business combination hit a roadblock in September 1981, when 
Icahn acquired 13.3 percent of Simplicity and offered $ 11.50 a share for 
up to 2,500,000 common shares of the pattern company.  After voicing his 
opposition to the NCC Energy-Simplicity merger, Icahn sold his Simplicity 
stake in January 1982 to Walton's Bond, Ltd., for $ 26,500,000.  The 
Australian energy concern became NCC's ally, but in March NCC and 
Simplicity decided to postpone the business combination.

   	Even though the merger was off, during the next few months Simplicity 
spent $ 18 million of its cash on interest primarily owned by NCC and 
Walton's Bond. Some of the transactions were designed to provide the 
financially troubled NCC with cash, alleged stockholder lawsuits filed 
against Simplicity.

   	The investments included:

   	* $ 4 million downpayment toward the purchase of $ 20 million ($ 25 
million Australian) subordinated convertible notes in Endeavour 
Resources, Ltd., an Australian mineral and resources exploration firm.  
Endeavour was controlled by Alan Bond, chairman of Walton's Bond, at that 
time Simplicity's second-largest shareholder.

   	* $ 4 million downpayment toward a $ 16 million ($ 20 million 
Australian) or 40 percent interest in an Australian gold mining joint 
venture of Endeavour and another Bond company.

   	* $ 2 million for a small residential building in New York City 
purchased from NCC.

   	* $ 3,300,000 for one-half interest in a New York City office 
building from National Carbonising Company Antilles Holding N.V., an NCC 
subsidiary.

   	* $ 2,700,00 for 460,000 common shares of a newly certified regional 
airline.

   	* $ 2 million for 3 percent interest in a New York Stock 
Exchange-listed mining company.  The name of company was not disclosed in 
Security and Exchange Commission filings.