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<PAGE>
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): December 1, 1998
NCC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-3305 62-0643336
(Commission File Number) (I.R.S. Employer Identification No.)
200 Madison Avenue, New York, New York 10016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 592-0700
(Former name or former address if changed since last report)
<PAGE>
Item 5. Other Events.
On July 22, 1997, Registrant, along with its 92.8% parent company, Maidenform,
Inc. ("Maidenform") and Maidenform's 100% parent company, Maidenform Worldwide,
Inc. (collectively, with Maidenform and the Registrant, the "Debtor Group"),
filed voluntary petitions for bankruptcy under Chapter 11 of the Federal
Bankruptcy Code in the United States District Court for the Southern District of
New York (the "Court").
In accordance with Securities Exchange Act Release No. 9660 (June 30, 1972),
Rule 12b-21 under the Securities Exchange Act of 1934 (the "Exchange Act"), and
the Securities and Exchange Commission's related no-action correspondence,
Registrant is herewith filing copies of the Debtor Group's consolidated monthly
financial report (the "Trustee's Report") filed with the Court and the United
States Trustee (the "Trustee") in accordance with Bankruptcy Rule 2015 and the
Trustee's "Operating Guidelines and Financial Reporting Requirements" in lieu of
quarterly and annual reports under Section 13(a) of the Exchange Act.
Accordingly, attached to this Current Report as Exhibit 99.1 is a copy of the
Trustee's Report for the Debtor Group for the month of October 1998, which was
filed with the Court and the Trustee on December 1, 1998.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Trustee's Report for the Debtor Group for the month of
October 1998, which was filed with the Court and the Trustee
on December 1, 1998.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
NCC INDUSTRIES, INC.
Dated: December 3, 1998 By: /s/ Frank Stull
--------------------------------
Frank Stull
Duly authorized officer to execute
on behalf of Registrant
Executive Vice President -
Chief Financial Officer
3
<PAGE>
Exhibit 99.1
CONFIDENTIAL
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
OCTOBER 1998 FINANCIAL REPORTING PACKAGE
<PAGE>
October 1998 Financial Reporting Package
Contents
SCHEDULE PAGE
October 1998 Month
- Income Statement 1
- Balance Sheet 2
- Cash Flow Statement 3
October 1998 YTD
- Income Statement 4
- Cash Flow Statement 5
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
OCTOBER 1998 MONTH INCOME STATEMENT
UNAUDITED
(in thousands)
ACTUAL
Net sales
Wholesale $12,309
Retail 3,762
-----------
Total 16,071
Cost of sales 10,527
-----------
Gross profit 5,544
% 34.5%
Operating expenses
Design 257
General and administrative 1,786
Advertising 150
Coop - advertising 467
Selling 1,063
Selling - Retail 1,727
Distribution 962
-----------
Total 6,412
-----------
Income (Loss) before
interest and taxes (EBIT) (868)
Interest expense 416
Reorganization cost 245
-----------
Pretax loss (1,529)
Taxes 33
===========
Net loss ($1,562)
===========
EBIT ($868)
Depreciation 372
-----------
EBITDAR ($496)
===========
(1)
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
BALANCE SHEETS FOR THE PERIODS INDICATED
UNAUDITED
(in thousands)
AS OF
OCTOBER 27, 1998
----------------
ACTUAL
------
ASSETS
Current assets
Cash and cash equivalents $4,159
Accounts receivable, net 22,296
Inventories, net 63,711
Other current assets 2,446
Insurance receivable 3,346
-------------
Total current assets 95,958
Property, plant & equipment, net 32,444
Other assets 4,562
=============
TOTAL ASSETS $132,964
=============
LIABILITIES
Current liabilities
Liabilities not subject to compromise
Current Liabilities:
Accounts payable $7,867
Accrued expenses 13,912
Cash collateral loan 29,637
Revolver 10,464
-------------
Total current liabilities 61,880
Liabilities subject to compromise 215,844
Other liabilities 558
-------------
TOTAL LIABILITIES 278,282
-------------
EQUITY
Stock 5
Paid in capital 40,899
Accumulated deficit (173,178)
Year to date loss (13,044)
-------------
TOTAL DEFICIT (145,318)
=============
TOTAL LIABILITIES AND DEFICIT $132,964
=============
(2)
<PAGE>
MAIDENFORM WORLDWIDE, INC. & SUBSIDIARIES
OCTOBER 1998 MONTH STATEMENT OF CASH FLOWS
UNAUDITED
(in thousands)
ACTUAL
------
OPERATING ACTIVITIES
Net loss $ (1,562)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 372
Changes in operating assets and liabilities:
Decrease in accounts receivable 1,380
Decrease (Increase) in inventories 494
Decrease in prepaid expenses and other assets 54
Increase in insurance receivable (298)
(Decrease) Increase in accounts payable, accrued expenses,
taxes and sundry liabilities (844)
--------
Net cash (used in) provided by operating activities (404)
--------
INVESTING ACTIVITIES
Additions for Vallodolid expansion (117)
Additions to property, plant and equipment (Net) (182)
--------
Net cash used in investing activities (299)
--------
FINANCING ACTIVITIES
Net borrowings (repayments) under revolving credit loan 850
--------
Net cash provided by (used in) financing activities 850
--------
Increase in cash 147
Cash at beginning of period 4,012
--------
Cash at end of period $ 4,159
========
(3)
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
OCTOBER 1998 YTD INCOME STATEMENT
UNAUDITED
(in thousands)
ACTUAL
-------------
Net sales
Wholesale $132,104
Retail 44,183
-------------
Total 176,287
Cost of sales 120,767
-------------
Gross profit 55,520
% 31.5%
Operating expenses
Design 3,279
General and administrative 14,543
Advertising 1,356
Coop - advertising 4,092
Selling 11,591
Selling - Retail 16,823
Distribution 9,769
-------------
Total 61,453
-------------
Loss before
interest and taxes (EBIT) (5,933)
Interest expense 4,385
Reorganization cost 2,304
-------------
Pretax loss (12,622)
Taxes 422
-------------
Net loss ($13,044)
=============
EBIT ($5,933)
Depreciation 3,973
-------------
EBITDAR ($1,960)
=============
(4)
<PAGE>
MAIDENFORM WORLDWIDE, INC. & SUBSIDIARIES
OCTOBER 1998 YTD STATEMENT OF CASH FLOWS
UNAUDITED
(in thousands)
ACTUAL
-----------
OPERATING ACTIVITIES
Net loss ($13,044)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 3,973
Changes in operating assets and liabilities:
Increase in accounts receivable (5,347)
Decrease in inventories 6,691
Decrease in prepaid expenses and other assets 1,793
Increase in insurance receivable (3,346)
Increase (decrease) in accounts payable, accrued
expenses, taxes and sundry liabilities 3,036
-----------
Net cash used in operating activities (6,244)
-----------
INVESTING ACTIVITIES
Additions for Vallodolid expansion (568)
Assets lost in Higuey fire, included in insurance
receivable above 731
Additions to property, plant and equipment (Net) (2,434)
-----------
Net cash used in investing activities (2,271)
-----------
FINANCING ACTIVITIES
Net borrowings under revolving credit loan 5,573
-----------
Net cash provided by financing activities 5,573
-----------
Decrease in cash (2,942)
Cash and Cash Equivalents at beginning of year 7,101
-----------
Cash and Cash Equivalents at end of period $4,159
===========
(5)
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