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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): April 3, 1998
NCC INDUSTRIES, INC.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-3305 62-0643336
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(Commission File Number) (I.R.S. Employer Identification No.)
475 Park Avenue South, New York, New York 10016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 685-1555
Not Applicable
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(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 February 1998 which was
filed with the Trustee and the Court on April 6, 1998 and April 3, 1998,
respectively.
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
April 6, 1998 and April 3, 1998, respectively.
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: April 15, 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
February 1998 Financial Reporting Package
<PAGE>
February 1998 Financial Reporting Package
Contents
<TABLE>
<CAPTION>
<S> <C>
Schedule Page
- -------- ----
February 1998 Month
- Income Statement 1
- Balance Sheet 2
- Cash Flow Statement 3
February 1998 YTD
- Income Statement 4
- Cash Flow Statement 5
</TABLE>
<PAGE>
Maidenform Worldwide, Inc. and Subsidiaries
February 1998 Income Statement
(in thousands)
<TABLE>
<CAPTION>
<S> <C>
Actual
------
Net sales $ 14,564
Cost of sales 10,744
------------
Gross profit 3,820
% 26.2%
Operating expenses
Design 310
General and administrative 1,189
Advertising 148
Selling 2,519
Distribution 894
------------
Total 5,060
------------
Loss before
interest and taxes (EBIT) (1,240)
Interest expense 370
Reorganization cost 152
Pretax loss (1,762)
Taxes 76
------------
Net loss $ (1,838)
------------
------------
EBIT (1,240)
Depreciation 438
------------
EBITDAR (802)
------------
Per covenant $ (1,200)
------------
------------
</TABLE>
Subject to audit adjustments, including finalization on intangibles and
restructuring charges.
1
<PAGE>
Maidenform Worldwide, Inc. and Subsidiaries
Balance Sheet for the Period Indicated
(in thousands)
<TABLE>
<CAPTION>
<S> <C>
February 1998
-------------
Actual
------
ASSETS
Current assets
Cash and cash equivalents $ 6,229
Accounts receivable, net 17,190
Inventories, net 75,954
Other current assets 10,195
--------
Total current assets 109,568
Property, plant & equipment, net 34,982
Other assets 49,076
--------
Total assets $193,626
--------
--------
LIABILITIES
Current liabilities
Liabilities not subject to compromise
Current Liabilities:
Accounts payable $ 8,423
Accrued expenses 27,605
Revolver 9,101
--------
Total current liabilities 45,129
Liabilities subject to compromise 242,556
Other liabilities 2,428
--------
Total liabilities 290,113
--------
--------
EQUITY
Stock 5
Paid in capital 40,899
Accumulated deficit (129,738)
Year to date loss (5,576)
Minimum pension liability adj. (2,077)
--------
Total deficit (96,487)
--------
--------
Total liabilities and deficit $ 193,626
--------
--------
</TABLE>
Subject to audit adjustments, including finalization on intangibles and
restructuring charges.
2
<PAGE>
Maidenform Worldwide, Inc. & Subsidiaries
February 1998 Month Statement of Cash Flows
(in thousands)
<TABLE>
<CAPTION>
<S> <C>
Actual
------
Operating Activities
Net loss $ (1,838)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 438
Changes in operating assets and liabilities:
Increase in accounts receivable (1,018)
Increase in inventories (1,073)
Decrease in prepaid expenses and other assets 245
Increase in accounts payable, accrued expenses,
taxes and sundry liabilities 238
--------
Net cash used in operating activities (3,008)
--------
Investing activities
Additions to property, plant and equipment (Net) (11)
--------
Net cash used in investing activities (11)
--------
Financing activities
Net Borrowings under revolving credit loans 3,894
--------
Net cash provided by financing activities $ 3,894
--------
Increase (Decrease) in cash $ 875
Cash at beginning of period 5,354
--------
Cash at end of period $ 6,229
--------
--------
</TABLE>
Subject to audit adjustments, including finalization on intangibles and
restructuring charges.
3
<PAGE>
Maidenform Worldwide, Inc. and Subsidiaries
February 1998 YTD Income Statement
(in thousands)
<TABLE>
<CAPTION>
<S> <C>
Actual
------
Net sales $ 25,865
Cost of sales 19,616
----------
Gross profit 6,249
% 24.2%
Operating expenses
Design 599
General and administrative 2,411
Advertising 554
Selling 4,993
Distribution 1,832
----------
Total 10,389
----------
Loss before interest and taxes (4,140)
Interest expense 691
Reorganization cost 650
----------
Pretax loss (5,481)
Taxes 95
----------
Net loss $ (5,576)
----------
----------
</TABLE>
Subject to audit adjustments, including finalization on intangibles and
restructuring charges.
4
<PAGE>
Maidenform Worldwide, Inc. & Subsidiaries
February 1998 YTD Statement of Cash Flows
(in thousands)
<TABLE>
<CAPTION>
<S> <C>
Actual
------
Operating Activities
Net loss $ (5,576)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 877
Changes in operating assets and liabilities:
Decrease (Increase) in accounts receivable 858
Increase in inventories (3,670)
Increase in prepaid expenses and other assets 60
Increase in accounts payable, accrued expenses,
taxes and sundry liabilities 3,180
-----------
Net cash used in operating activities (4,271)
-----------
Investing activities
Additions to property, plant and equipment (Net) (32)
-----------
Net cash used in investing activities (32)
-----------
Financing activities
Net borrowings under revolving credit loans 4,211
-----------
Net cash provided by financing activities 4,211
-----------
Decrease in cash $ (92)
Cash and Cash Equivalents at beginning of year 6,321
-----------
Cash and Cash Equivalents at end of period $ 6,229
-----------
-----------
</TABLE>
Subject to audit adjustments, including finalization on intangibles and
restructuring charges.
5
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