INFORMATION STATEMENT PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
AND RULE 14f-1 THEREUNDER
NCC INDUSTRIES, INC.
165 Main Street
Cortland, NY 13045
This Information Statement (this "Statement") is being
furnished to the holders of record of shares of common stock, par
value $1.00 per share (the "Common Stock"), of NCC Industries,
Inc. (the "Company"), pursuant to Section 14(f) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Rule
14f-1 promulgated thereunder. This Statement relates to the
appointment on April 10, 1995, of four persons (the "Designees")
to the Company's Board of Directors, to be effective upon the
later to occur of (i) the tenth day after this Statement has been
duly filed with the Securities and Exchange Commission and copies
thereof have been mailed to all persons who, as of April 5, 1995,
were holders of record of Common Stock, and (ii) the consummation
of the proposed sale (the "Proposed Sale") by Triumph
International Overseas Limited ("Triumph"), Guenther Spiesshofer
("Spiesshofer") and Frank Magrone ("Magrone"; Triumph,
Spiesshofer and Magrone are hereafter referred to collectively as
the "Selling Stockholders"), of approximately 92% of the
outstanding Common Stock to Maidenform Worldwide, Inc., a
privately owned company engaged in the foundation garment business selling
to department, discount, chain and specialty stores ("Maidenform"),
or an affiliate thereof. Pursuant to the Proposed Sale, the Selling
Shareholders will receive approximately $9.8 million in cash and approximately
28% of the outstanding common shares of Maidenform, which
consideration is approximately $17.55 per share of Common Stock before
giving effect to combining the businesses of Maidenform and the Company.
Effective upon the consummation of the Proposed Sale, Magrone, the President
and Chief Operating Officer of the Company, will be appointed as an executive
officer of Maidenform.
The resignations as directors of Messrs. Otmar Dreher,
Rudolph Groetzinger, Angelo Sanguedolce and Spiesshofer, which
have been given to the Company, will become effective simultane-
ously with the effectiveness of the appointment of the Designees.
The Board will then consist of the Designees and Magrone.
The purpose of this Statement is to satisfy the requirements
of Section 14(f) of the Exchange Act and Rule 14f-1 promulgated
thereunder in connection with the change of the majority of the
Company's Board of Directors, and to provide information regard-
ing the Board of Directors and executive officers of the Company
and the Designees. The information contained in this Statement
concerning the Designees has been furnished by such persons, and
the Company assumes no responsibility for the accuracy or
completeness of such information.
YOU ARE URGED TO READ THIS STATEMENT CAREFULLY. NO ACTION IS
REQUIRED BY THE STOCKHOLDERS OF THE COMPANY IN CONNECTION WITH
THE ELECTION OF THE DESIGNEES TO THE BOARD. HOWEVER, SECTION
14(F) OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED,
REQUIRES THE MAILING TO THE COMPANY'S STOCKHOLDERS OF THE
INFORMATION SET FORTH HEREIN PRIOR TO A CHANGE OF A MAJORITY OF
THE COMPANY'S DIRECTORS.
INFORMATION WITH RESPECT TO THE COMPANY
The outstanding voting securities of the Company as of April
5, 1995 consisted of 4,375,492 shares of Common Stock. Each
share of Common Stock is entitled to one vote per share. The
shares of Common Stock are the only class of voting securities of
the Company outstanding.
The By-laws of the Company provide that the Board of
Directors shall consist of not less than five nor more than fif-
teen directors. The exact size of the Board of Directors may be
fixed from time to time by the Board of Directors. It is current-
ly fixed at five members. One meeting of the Board of Directors
was held in 1994. Mr. Dreher and Mr. Groetzinger did not attend
this meeting. The Company has no compensation, audit or
nominating committee.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The table below sets forth the names and ages of all of
the directors and executive officers of the Company as of
April 1, 1995. Each of the executive officers serves at the
pleasure of the Board of Directors subject, in certain cases, to
the terms of employment agreements.
<TABLE>
<S> <C> <C> <C> <C>
Positions and
Director Officer Offices with the
Name AGE Since Since Company
Otmar Dreher 55 12/81 _ Director
Rudolf Groetzinger 59 12/81 _ Director
Frank Magrone 60 12/73 9/75 Director, President
and Chief Operating
Officer
Peter Muehlbauer 47 - 2/85 Secretary, Treasurer
and Vice President -
Finance
Angelo Sanguedolce 65 9/75 12/77 Director and
Executive Vice
President
GuentherSpiesshofer 58 12/81 3/82 Director, Chairman
of the Board and
Chief Executive
Officer
Edward B. Zerbe 68 - 4/80 Vice President -
Marketing
</TABLE>
From October, 1986 to April, 1990, Mr. Dreher was Vice
President, International Development, of Sterling Engineered
Products, Inc. (renamed AEROQUIP Corporation in 1988), a company
located in Maumee, Ohio and engaged in the manufacture of plastic
parts for the automobile and furniture industries. From April,
1990 to January, 1991 Mr. Dreher was Vice President of Michigan
International Business Associates, Inc., a consulting firm
located in Ann Arbor, Michigan which specialized in international
business development. From January, 1991 to September, 1992, Mr.
Dreher was President of Steiff USA. L.P., a toy importer located
in New York City, N.Y. Since September, 1992, Mr. Dreher has
been President and Chief Executive Officer of Steiff Margarete,
GmbH, a toy manufacturer located in Giengen, Germany.
Mr. Groetzinger retired in 1993. Prior to retirement he was
a marketing executive for Inter-Triumph Marketing GmbH ("Inter-
Triumph"), an affiliate of Triumph located in Munich, Germany
since 1986. Inter-Triumph oversees the planning and effectuation
of the marketing activities of the Triumph International Group,
located in Munich, Germany. The Triumph International Group
consists of companies located mainly in Europe, South America and
the Far East, all of which are engaged in aspects of the
manufacture and distribution of corsetry, lingerie, swimwear and
beachwear.
Mr. Magrone has been President of the Company since 1978.
Since 1980, Mr. Magrone has been a director of Marietta
Corporation, located in Cortland, New York. Marietta Corporation
specializes in the design, manufacture, packing, marketing and
distribution of guest amenity programs, including soap products,
to the travel and lodging industry in the United States and
abroad.
Mr. Muehlbauer has been Treasurer and Vice President -
Finance of the Company since February, 1985. Prior thereto, he
was employed as a Controller by Triumph Holding GmbH, a wholly-
owned subsidiary of Triumph International Spiesshofer & Braun,
for 12 years.
Mr. Sanguedolce has been Executive Vice President of the
Company since 1981 and a Vice President of the Company since
1977.
Mr. Spiesshofer has been Chief Executive Officer of the
Company since March, 1992. He is a partner in Triumph
International Spiesshofer & Braun which is located in Zurzach,
Switzerland. He is also the President of Triumph, and a member
of the Board of Directors of various other companies in the
Triumph International Group.
Mr. Zerbe has been Vice President-Marketing of the Company
since April, 1980.
INDIVIDUALS DESIGNATED BY PURCHASER AS PURCHASER DESIGNEES
Set forth below is certain information with respect to each
of the Designees, including their names, ages, principal occupa-
tions for the past five years and their directorships with other
corporations:
Ms. Elizabeth Coleman, 47, has been the Chairman of the
Board of Directors of Maidenform since 1990, has been a board
member since 1969 and, upon the closing of the Proposed Sale,
will become the Chief Executive Officer of Maidenform. During
the period of her affiliation with Maidenform, Ms. Coleman has
also been engaged in the practice of law with a private firm in
Georgia. At present, Ms. Coleman spends substantially all of her
business time on behalf of Maidenform's affairs and devotes a
non-material portion of her business time to the private practice
of law. Since 1990, Ms. Coleman has served as a trustee of the
International Ladies Garment Worker's Union National Retirement
Fund and currently is a member of that Fund's Executive Committee
and Finance Committee. Ms. Coleman also currently serves as the
Vice Chairperson of the President's Export Council.
Mr. Ira Glazer, 43, has been Senior Vice President - Finance
of Maidenform since 1991 and Treasurer since 1988. From 1988
through 1991 he was Vice President of Finance. Mr. Glazer joined
Maidenform in 1983.
Mr. David Masket, 64, has been Chief Operating Officer of
Maidenform since 1990 and Executive Vice President since 1974.
Mr. Masket joined Maidenform in 1955. Mr. Masket is secretary of
the American Apparel Manufacturers Association, is a member of
its board of directors and chairman of its Trade Policy
Committee.
Mr. Steven Masket, 41, has been Senior Vice
President of Maidenform since 1991 and General Counsel since 1984.
He joined Maidenform in 1982. Mr. Masket is trustee ofthe International
Ladies Garment Worker's Union Health Services Plan and serves on its
executive committee and is chairman of the Legal Committee of the American
Apparel Manufacturers Association.
Except that David Masket is the father of Steven Masket,
there are no family relationships between any of the Directors,
Executive Officers or Designees.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information with
respect to persons known to the Company to own beneficially more
than 5% of the Company's voting securities, as of April 1, 1995.
<TABLE>
<S> <C> <C> <C>
Name and Amount and Percent of
Address of Nature of Outstanding
Title of Beneficial Beneficial Share
Class Owner Ownership(1) Owned(2)
Common Triumph International 3,670,779 83.9%
Stock, Overseas Limited
$1 par 9490 Vaduz
value Liechtenstein
Guenther Spiesshofer 3,692,279(3) 84.4%
Robert Koch St 32
8022 Gruenwald
Germany
Frank Magrone 350,200 8.0%
Cosmos Heights
Cortland, New York
</TABLE>
(1) All persons listed have sole voting and investment power with respect to
their shares unless otherwise indicated.
(2) Computed on the basis of 4,375,492 shares of Common Stock outstanding.
(3) Includes 3,670,779 shares of Common Stock owned by Triumph, which is a
subsidiary of Triumph International Spiesshofer & Braun, of which Mr.
Spiesshofer is a partner.
The following table sets forth certain information with
respect to each class of the Company's equity securities
beneficially owned by each director and each executive officer
named in the Summary Compensation Table of the Company and the
directors and executive officers of the Company as a group, as of
April 1, 1995.
<TABLE>
<S> <C> <C> <C>
Title of Name and Amount and Percent of
Class Address if Nature of Outstanding
Beneficial Beneficial Shares
Owner Ownership(1) Owned(2)
Common Stock,
$1 par value Frank Magrone 350,200 8.0%
Guenther Spiesshofer 3,692,279(3) 84.4%
Edward Zerbe 1,300 (4)
Angelo Sanguedolce - -
Peter Muehlbauer - -
Rudolf Groetzinger - -
Otmar Dreher - -
All executive 4,043,779 92.4%
officers and
directors as a group
(7 in number)
</TABLE>
(1) All persons listed have sole voting and investment power with respect to
their shares unless otherwise indicated.
(2) Computed on the basis of 4,375,492 shares of Common Stock outstanding.
(3) Includes 3,670,779 shares of Common Stock owned by Triumph, which is a
subsidiary of Triumph International Spiesshofer & Braun, of which Mr.
Spiesshofer is a partner.
(4) Less than 1.0%.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Board of Directors does not have a
Compensation Committee. The Executive Committee, composed of
Messrs. Spiesshofer and Magrone, establishes the compensation
policies of the Company and determines the compensation of its
officers and employees. Mr. Spiesshofer serves as the Chairman
of the Board and Chief Executive Officer of the Company and Mr.
Magrone serves as its President. For the year ended December 31,
1994, the Company made payments for purchases of goods and
services to Triumph International Spiesshofer & Braun, of which
Mr. Spiesshofer is a partner. See "Certain Relationships and
Related Transaction" for disclosure of certain transactions
between the Company and Triumph. No executive officer of the
Company served during fiscal year 1994 (i) as a member of the
compensation committee or other board committee performing
equivalent functions, or in the absence of any such committee,
the entire board of directors of another entity, one of whose
executive officers served on the Executive Committee of the
Company; (ii) as a director of another entity, one of whose
executive officers served on the Executive Committee of the
Company; and (iii) as a member of the compensation committee or
other board committee performing equivalent functions or, in the
absence of any such committee, the entire board of directors of
another entity, one of whose executive officers served as a
director of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Triumph guaranteed the repayment of one of the Company's
existing lines of credit for which it received an annual fee
($80,000 during 1993) from the Company of two percent (2%) of the
guaranteed line of credit. Such guarantee requirement was
terminated as of July, 1993.
Triumph provides the Company with technical assistance and
fills such purchase orders as the Company may from time to time
submit. During 1994, purchases from Triumph by the Company
amounted to $17,900,000 as compared to $25,500,000 in 1993 and
$24,800,000 in 1992 (such amounts include both payments for
finished goods and payments for assembly of materials cut by the
Company in the United States and shipped to Triumph's facilities
for assembly and return).
On July 1, 1986, Magrone purchased from the Company 250,000
shares of the Company's Common Stock at a purchase price of $1.00
per share. The Company loaned Mr. Magrone the purchase price of
such shares in the principal amount of $250,000. Mr. Magrone
repaid the loan on October 31, 1994 upon the receipt of a payment
of $550,000 upon the expiration of his employment agreement.
Concurrently with the purchase of the 250,000 shares, Mr.
Magrone entered into a shareholders' Agreement, dated as of July
1, 1986, with Triumph International (Hong Kong LTD.) ("TIHK"), an
affiliate of Triumph, and the Company. The Shareholders' Agree-
ment covers matters such as the manner in which Mr. Magrone may
sell, encumber, grant a security interest in, or in any manner
dispose of any or all of 250,000 shares; conditions under which
TIHK may elect or is obligated to purchase such shares from Mr.
Magrone; the means by which a fair purchase price of such shares
is to be determined should TIHK elect or be obligated to purchase
such shares; conditions under which the Company is required to
buy back such shares; certain rights of Mr. Magrone to sell such
shares if the Company proposes to file a registration statement
under the Securities Act of 1933; remedies for breach of Share-
holders' Agreement; and the means by which disputes arising under
the Shareholders' Agreement are to be resolved.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF
1934.
Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the Company by each person who, at any time
during the fiscal year ended December 31, 1994, was a director,
executive officer or beneficial owner of more than 10% of the
Company's Common Stock with respect to the fiscal year ended
December 31, 1994, and Forms 5 and amendments thereto furnished
to the Company by such persons with respect to such fiscal year,
and written representations from certain of such persons that no
Forms 5 were required for those persons, the Company believes
that during and with respect to the fiscal year ended December
31, 1994, all filing requirements under Section 16(a) of the
Securities Exchange Act of 1934, as amended, applicable to its
directors, executive officers and the beneficial owners of more
than 10% of the Company's Common Stock were complied with.
<TABLE>
SUMMARY COMPENSATION TABLE
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company for the fiscal years ended December 31,
1994, 1993 and 1992 to its Chief Executive Officer and each of the four
remaining most highly compensated executive officers of the Company:
LONG-TERM COMPENSATION (1)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ANNUAL COMPENSATION AWARDS PAYOUTS
ALL
OTHER OTHER
ANNUAL OP- LTIP COM-
NAME AND PRINCIPAL COMPEN- STOCK TIONS/ PAY- PENSA-
POSITION YEAR SALARY BONUS SATION AWARD(S) SARs OUTS TION (3)
Guenther Spiesshofer, 1994 - - - N/A N/A N/A -
Chairman of the 1993 - - - N/A N/A N/A -
Board and Chief 1992 - - - N/A N/A N/A -
Executive Officer (2)
Frank Magrone, 1994 $323,086 $200,000 $550,000 (4) N/A N/A N/A $ 12,864
President 1993 $309,068 $138,000 - N/A N/A N/A $ 19,415
1992 $254,350 $247,500 - N/A N/A N/A $ 4,809
Angelo Sanguedolce, 1994 $159,463 $ 89,000 - N/A N/A N/A $ 19,009
Executive Vice 1993 $144,638 $ 61,000 - N/A N/A N/A $ 19,883
President 1992 $137,750 $110,000 - N/A N/A N/A $ 3,010
Edward B. Zerbe, 1994 $140,600 $ 13,500 - N/A N/A N/A $ 9,159
Vice President 1993 $135,000 $ 9,500 - N/A N/A N/A $ 8,624
1992 $125,000 $ 16,500 - N/A N/A N/A $ 950
Peter Muehlbauer, 1994 $115,000 $ 38,000 - N/A N/A N/A $ 3,275
Vice President 1993 $110,000 $ 26,000 - N/A N/A N/A $ 5,168
1992 $100,000 $ 48,000 - N/A N/A N/A $ 870
________________________________________________________________________________________________
(1) The Company has not provided restricted stock awards, stock options,
stock appreciation rights or long-term incentive payouts to any
executive officers.
(2) The Company made payments for purchases of goods and services and
guarantee fees to Triumph, a subsidiary of Triumph International
Spiesshofer & Braun, of which Mr. Spiesshofer is a partner. See Certain
Relationships and Related Transactions."
(3) In 1994, includes (a) life insurance premiums (Mr. Sanguedolce $4,125,
Mr. Zerbe $4,259, and Mr. Muehlbauer $609), (b) match of individual
deferred compensation amounts (Mr. Magrone $5,375, Mr. Sanguedolce
$3,867, Mr. Zerbe $1,900), and (c) match of lost benefits caused by IRS
limitations participation in the Company's defined contribution plan
(Mr. Magrone $7,489, Mr. Sanguedolce $11,017, Mr. Zerbe $3,000,
Mr. Muehlbauer $2,666).
(4) In 1994, included $550,000 paid to Mr. Magrone upon expiration of the
then current term of his employment agreement.
</TABLE>
Directors who are officers of the Company receive no
special compensation for their services as directors. Each of
the directors who is not an officer is entitled to receive $600
for each meeting that he attends.
On December 13, 1991, the Company notified participants of
a defined benefit pension plan (the "Plan"), in which
substantially all of its employees in the Crescent division
participate, that benefits provided by the Plan were curtailed as
of December 31, 1991. The Plan provides that upon retirement at
age 65, each participant will receive a monthly pension, for his
life, or an actuarial equivalent thereof, equal to two ($2.00)
dollars per year of service prior to December 1, 1971 and five
($5.00) dollars per year of service after November 30, 1971. The
maximum monthly pension payable at normal retirement date under
the plan is one hundred ($100.00) dollars per month, with
adjustment for actuarially equivalent amounts for both early and
late retirement. Compensation is not considered by the Plan for
the purpose of computing benefits. Since the Plan defines
benefits rather than contributions, costs are not determined on
an individual basis. The amount of the contribution for all
participating employees for the year ending December 31, 1994 was
approximately $27,000.
Messrs. Magrone, Sanguedolce and Muehlbauer are the only
officers of the Company who participate in the Plan. Messrs.
Magrone's and Sanguedolce's years of service, for Plan purposes,
include their service time with a former subsidiary of the
Company. As of December 31, 1994, Messrs. Magrone and
Sanguedolce both had 22 years of service credit, and
Mr. Muehlbauer had 9 years of service credit. Messrs. Magrone
and Sanguedolce can each expect to receive an annual benefit of
twelve hundred ($1,200.00) dollars from the Plan upon their
retirement at age 65 from the Company or an actuarial equivalent
thereof. Mr. Muehlbauer can expect to receive an annual benefit
of four hundred and twenty ($420.00) dollars from the Plan upon
his retirement at age 65 from the Company or an actuarial
equivalent thereof.
EMPLOYMENT AGREEMENTS
Mr. Sanguedolce is employed under an employment contract
with the Company which terminates on December 31, 1996. The
contract provides for an annual salary of $159,463 per annum with
an increase of 5% per annum through the term of the contract.
The contract also provides for life insurance on
Mr. Sanguedolce's life of $325,000. Upon his death,
Mr. Sanguedolce's estate is entitled to receive an amount equal
to six months of his salary at the time of his death. The
contract contains additional provisions relating to illness,
vacations, reimbursement for expenses, the right to participate
in benefits generally available to executive employees of the
Company and termination in the case of disability. Under the
contract, Mr. Sanguedolce's employment may be terminated by the
Company apart from disability, only after the exhaustion of all
appeals from a final judicial adjudication of commission of a
felony, dishonesty, willful malfeasance, gross negligence in the
course of employment, or if Mr. Sanguedolce directly or
indirectly competes with the Company, or materially breaches the
terms of the contract.
Mr. Muehlbauer, Vice President-Finance and Treasurer of the
Company, is employed under an employment contract with the
Company which terminates December 31, 1996. The contract
provides for a salary of $141,901 in 1995 and $138,523 in 1996.
