<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): March 4, 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.)
475 Park Avenue South, New York, New York 10016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 685-1555
Not Applicable
(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 January 1998 which was
filed with the Trustee and the Court on March 4, 1998 and March 5, 1998,
respectively.
On an unrelated matter, Registrant appointed Paul Mischinski as new Chief
Executive Officer of Registrant and the other members of the Debtor Group,
effective as of March 9, 1998. Registrant hereby incorporates by reference the
description of the matters set forth in its press release dated March 5, 1998
(such press release being Exhibit 99.2 attached hereto).
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Trustee's Report for the Debtor Group for the month of January
1998, which was filed with the Trustee and the Court on March 4,
1998 and March 5, 1998, respectively.
99.2 Press Release of Registrant dated March 5, 1998
<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: March 11, 1998 By: /s/ Frank Stull
-----------------------------------
Frank Stull
Duly authorized officer to execute
on behalf of Registrant
Executive Vice President
Chief Financial Officer
<PAGE>
EXHIBIT 99.1
CONFIDENTIAL
------------
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
JANUARY 1998 FINANCIAL REPORTING PACKAGE
<PAGE>
JANUARY 1998 FINANCIAL REPORTING PACKAGE
CONTENTS
Schedule Page
- -------- ----
January 1998
- Income Statement 1
- Balance Sheet 2
- Cash Flow Statement 3
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
JANUARY 1998 INCOME STATEMENT
(in thousands)
ACTUAL
------
Net sales $ 11,301
Cost of sales 8,872
---------
Gross profit 2,429
% 21.5%
Operating expenses
Design 289
General and administrative 1,087
Advertising 406
Selling 2,474
Distribution 938
---------
Total 5,194
---------
Loss before interest and taxes (EBIT) (2,765)
Interest expense 321
Reorganization cost 498
Other 135
---------
Pretax loss (3,719)
Taxes 19
---------
Net loss $ (3,738)
---------
---------
EBIT (2,765)
Depreciation 439
---------
EBITDAR (2,326)
Per covenant $ (2,700)
---------
---------
(1)
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
PRELIMINARY BALANCE SHEETS FOR THE PERIODS INDICATED
(in thousands)
JANUARY 1998
------------
ACTUAL
------
ASSETS
Current assets
Cash and cash equivalents $ 5,354
Accounts receivable, net 16,172
Inventories, net 74,881
Other current assets 10,377
---------
Total current assets 106,784
---------
---------
Property, plant & equipment, net 35,409
Other assets 49,174
---------
TOTAL ASSETS $ 191,367
---------
---------
LIABILITIES
Current liabilities
Liabilities not subject to compromise
Current Liabilities:
Accounts payable $ 8,119
Accrued expenses 27,669
Revolver 5,208
---------
Total current liabilities 40,996
Liabilities subject to compromise 242,556
Other liabilities 2,464
---------
TOTAL LIABILITIES 286,016
---------
EQUITY
Stock 5
Paid in capital 40,899
Accumulated deficit (129,738)
Year to date loss (3,738)
Minimum pension liability adj. (2,077)
---------
Total deficit (94,649)
---------
TOTAL LIABILITIES AND DEFICIT $ 191,367
---------
---------
(2)
<PAGE>
MAIDENFORM WORLDWIDE, INC. & SUBSIDIARIES
JANUARY 1998 STATEMENT OF CASH FLOWS
(in thousands)
ACTUAL
------
OPERATING ACTIVITIES
Net loss $ (3,738)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 439
Pension expense 100
Minority interest in loss of subsidiary 35
Provisions for accounts receivable allowances 112
Changes in operating assets and liabilities:
Decrease in accounts receivable 1,764
Increase in inventories (2,597)
Increase in prepaid expenses and other assets (320)
Increase in accounts payable, accrued
expenses, taxes and sundry liabilities 2,942
---------
Net cash used in operating activities (1,263)
---------
INVESTING ACTIVITIES
Additions to property, plant and equipment, net (21)
---------
Net cash used in investing activities (21)
---------
FINANCING ACTIVITIES
Net borrowings under revolving credit loan 317
---------
Net cash provided by financing activities 317
---------
Decrease in cash (967)
Cash and cash equivalents at beginning of year 6,321
---------
Cash and cash equivalents at end of period $ 5,354
---------
---------
(3)
<PAGE>
EXHIBIT 99.2
MAIDENFORM, INC.
MAIDENFORM APPOINTS PAUL MISCHINSKI AS NEW CHIEF EXECUTIVE
Experienced Industry Leader to Build on Operational, Financial Improvements;
Priority Goal to Leverage Outstanding Maidenform Brand Portfolio
New York, NY, March 5, 1998 -- Maidenform Worldwide, Inc. announced today
that Paul Mischinski, 43, will assume the position of Chief Executive Officer of
the company, effective immediately. Mr. Mischinski will also serve as CEO of
NCC Industries, Inc. [OTC: NCCD]. NCC is 92.8% owned by Maidenform, Inc.
Mr. Mischinski, who was elected to the Board of Directors of Maidenform in
December, 1997, is a veteran executive of the intimate apparel industry. He has
extensive experience in a wide range of marketing, manufacturing, and senior
management positions, including Chief Executive Officer of Bali Company. Mr.
Mischinski succeeds Ted Stenger, a Principal with Jay Alix & Associates who has
served as interim Maidenform CEO and Director since November, 1997. Mr.
Stenger will remain on Maidenform's Board of Directors and will continue his
contributions to the company's ongoing financial and operational restructuring
program.
James A. Williams, Chairman of the Board of Directors of Maidenform, Inc., said
"Paul Mischinski brings an exceptional record of operational success in the
intimate apparel industry as well as superb financial acumen to Maidenform.
During more than fifteen years in the intimate apparel industry, Paul has played
key roles in developing, manufacturing and marketing some of the leading
products in our business."
Ted Stenger added, "As I have witnessed first-hand since he joined our Board of
Directors last year, Paul brings a genuine passion to his work and a proven
ability to inspire those around him. Paul is the ideal leader to complete our
operational restructuring, reestablish our market share and deliver long-term
profitability."
Paul Mischinski said, "I am very excited to be joining Maidenform at this key
juncture in the company's history. I believe that Ted Stenger and the
management team have done an outstanding job of stabilizing the organization,
identifying and addressing key operational and financial issues, and positioning
Maidenform for a return to profitability and growth. I look forward to working
with the Maidenform team to accomplish our business objectives. Our priority
objectives, beginning immediately, include:
<PAGE>
- Continuing to improve on our commitment to consistently deliver
exciting, quality product to our retail partners;
- Leveraging our wonderful brand portfolio to rebuild market share; and
- Intensifying cost and process improvements currently in process."
Mr. Mischinski most recently was President of Phoenix Partners, an investment
partnership based in Winston-Salem, North Carolina. Previously, he was
President and Chief Executive Officer of Bali Company, a manufacturer and
marketer of intimate apparel under the Bali, WonderBra, Hanes Her Way, Just My
Size and other brands. Mr. Mischinski also served in a wide range of management
positions as an executive of the Playtex Apparel unit of the Sara Lee
Corporation. He is a graduate of Bucknell University and earned his MBA from
Wharton Business School, University of Pennsylvania.
Maidenform is one of the largest privately-owned manufacturers of women's
intimate apparel in the United States and in the world.
# # #
Contact: Don Nathan 212-484-7782
