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)September 15, 1995
NCC INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
Delaware
State of other jurisdiction of incorporation
0-3305 62-0643336
(Commission File Number (IRS Employer Identification No.)
165 S. Main Street, Cortland, New York 13045-5428
(Address of principal executive offices) (Zip Code)
Registrant's telephone no. including area code (607)756-2841
Item 4. Changes in Registrant's Certifying Accountants.
As reported in Registrant's Form 10Q for the fiscal quarter ended March 31,
1995, on April 26, 1995, Maidenform Worldwide, Inc. and its affiliates
(collectively, "Maidenform") acquired approximately 92.4% of the outstanding
stock of the Registrant (the "Acquisition"). As a result of the Acquisition,
the books and records of the Registrant will be compiled and reviewed on a
consolidated basis with those of Maidenform. In order to effectuate such
reporting on a consolidated basis, on August 30, 1995, the Board of Directors
of Registrant authorized the Registrant to change its certified public
accountants from Coopers & Lybrand to Ernst & Young, the certified public
accountants engaged on behalf of Maidenform. Such change will become effective
on September 15, 1995.
In connection with the audits of the two fiscal years ended December 31,1994,
and the subsequent interim period through July 1, 1995, there were no dis-
agreements with Coopers & Lybrand on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved to their satisfaction would have caused
them to make reference in connection with their opinion to the subject matter
of the disagreement, and said firm has not advised the Registrant of any
reportable events.
The accountant's report of Cooper's & Lybrand on the consolidated financial
statements of NCC Industries, Inc. and subsidiaries as of and for the years
ended December 31, 1994 and 1993 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified as to uncertainty, audit scope,
or accounting principles.
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.
NCC Industries, Inc.
/s/ Steven N. Masket
Steven N. Masket
Executive Vice-President
Date: September 15, 1995
Coopers
& Lybrand
One Lincoln Center
Syracuse, NY 13202-9972
September 15, 1995
Mr. Peter Muehlbauer
Vice President of Finance
NCC Industries, Inc.
165 Main Street
Cortland, New York 13045
Dear Mr. Muehlbauer:
This is to confirm that the client/auditor relationship between NCC Industries
Inc. (Commission File Number 0-3305) and Coopers & Lybrand L.L.P. has ceased.
Very truly yours,
/s/ Coopers & Lybrand, L.L.P.
Coopers & Lybrand, L.L.P.
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
September 18, 1995
Coopers
& Lybrand
One Lincoln Center
Syracuse, NY 13202
Securities and Exchange Commission
450 5th Street NW
Washington, DC 20549
Dear Gentlemen:
We have read the statements made by NCC Industries, Inc. (copy attached),
which we understand will be filed with the Commission pursuant to Item 4 of
Form 8-K as part of the Company's Form 8-K report for the month of September
1995. We agree with the statements concerning our firm in such Form 8-K.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
OF
NCC INDUSTRIES, INC.
The undersigned, being all of the members of the Board of Directors of NCC
Industries, Inc. a Delaware corporation (the "Corporation"), do hereby adopt
the following resolutions pursuant to Section 14(f) of the Corporation Law.
WHEREAS, effective April 26, 1995, Maidenform, Inc. a New York corporation
("Maidenform"), acquired approximately 92.4% of the outstanding stock of the
Corporation (the "Acquisition");and
WHEREAS, as a result of the Acquisition, the books and record fo the Corpor-
ation are complied and reviewed on a consolidated basis with those of
Maidenform Worldwide, Inc. (Maidenform's parent corporaton) and its direct
and indirect subsidiaries; and
WHEREAS, in connection with such consolidated reporting, it would be in the
best interests of the Corporation to change it certified public accountants
to the certified public accountants engaged on behalf of Maidenform;
NOW THEREFORE, be it
RESOLVED, that the Corporation is hereby authorized, empowered and
directed to change its certified public accountants for the firm of
Coopers & Lybrand to the firm of Ernst & Young; and it is further
RESOLVED, that the Chairman, President, any Executive Vice President
or the Chief Financial Officer of the Corporation be, and each of
them hereby is, authorized, empowered and directed to do or cause to
be done any and all further acts and things, including the execution
and delivery of any and all documents, paper and instruments, as they,
in their sole discretion, may deem necessary or appropriate in order
to effectuate the purpose and intent of th foregoing resolution, the
execution thereof by such officers to be conclusive evidence of such
approval; and it is further
RESOVLED, that all lawful actons taken by the officers fo the Corpor-
ation prior to the date of this Consent with respect to the matters
discussed in the foregoing resolution be, and the same hereby are, in
all respects, approved, ratified and confirmed.
This Consent shall be filed with the minutes of the proceedings of the
Board of Directors of the Corporation.
IN WITNESS WHEREOF, each of the undersigned have executed this Consent
this 30th day of August, 1995.
/s/ Elizabeth J. Coleman
Elizabeth J. Coleman
/s/ Ira Glazer
Ira Glazer
/s/ David C. Masket
David C. Masket
/s/ Steven N. Masket
Steven N. Masket
/s/ Frank Magrone
Frank Magrone
