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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): October 28, 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 September 1998, which was
filed with the Court and the Trustee on October 28, 1998 and October 29, 1998,
respectively.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Trustee's Report for the Debtor Group for the month of
September 1998, which was filed with the Court and the Trustee
on October 28, 1998 and October 29, 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: October 30, 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
SEPTEMBER 1998 FINANCIAL REPORTING PACKAGE
<PAGE>
SEPTEMBER 1998 FINANCIAL REPORTING PACKAGE
CONTENTS
Schedule Page
- -------- ----
September 1998 Month
- Income Statement 1
- Balance Sheet 2
- Cash Flow Statement 3
September 1998 YTD
- Income Statement 4
- Cash Flow Statement 5
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
SEPTEMBER 1998 MONTH INCOME STATEMENT
UNAUDITED
(in thousands)
<TABLE>
<CAPTION>
ACTUAL
--------
<S> <C>
Net sales
Wholesale $15,788
Retail 5,121
-------
Total 20,909
Cost of sales 13,995
-------
Gross profit 6,914
% 33.1%
Operating expenses
Design 346
General and administrative 1,543
Advertising 179
Coop - advertising 448
Selling 1,455
Selling - Retail 1,865
Distribution 972
-------
Total 6,808
Income (Loss) before
interest and taxes (EBIT) 106
Interest expense 479
Reorganization cost 51
-------
Pretax loss (424)
Taxes 31
-------
Net loss $ (455)
=======
EBIT $ 106
Depreciation 360
-------
EBITDAR $ 466
=======
</TABLE>
(1)
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
BALANCE SHEETS FOR THE PERIODS INDICATED
UNAUDITED
(in thousands)
<TABLE>
<CAPTION>
AS OF
SEPTEMBER 29, 1998
------------------
ACTUAL
----------
<S> <C>
ASSETS
Current assets
Cash and cash equivalents $ 4,012
Accounts receivable, net 23,676
Inventories, net 64,205
Other current assets 2,687
Insurance receivable 3,048
---------
Total current assets 97,628
Property, plant & equipment, net 32,517
Other assets 4,401
---------
TOTAL ASSETS $ 134,546
=========
LIABILITIES
Current liabilities
Liabilities not subject to compromise
Current Liabilities:
Accounts payable $ 8,718
Accrued expenses 13,900
Cash collateral loan 29,637
Revolver 9,613
---------
Total current liabilities 61,868
Liabilities subject to compromise 215,843
Other liabilities 591
---------
TOTAL LIABILITIES 278,302
---------
EQUITY
Stock 5
Paid in capital 40,899
Accumulated deficit (173,178)
Year to date loss (11,482)
---------
TOTAL DEFICIT (143,756)
---------
TOTAL LIABILITIES AND DEFICIT $ 134,546
=========
</TABLE>
(2)
<PAGE>
MAIDENFORM WORLDWIDE, INC. & SUBSIDIARIES
SEPTEMBER 1998 MONTH STATEMENT OF CASH FLOWS
UNAUDITED
(in thousands)
<TABLE>
<CAPTION>
ACTUAL
------
<S> <C>
OPERATING ACTIVITIES
Net loss $ (455)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 360
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (556)
Decrease in inventories 1,516
Increase in prepaid expenses and other assets (24)
Increase in insurance receivable (684)
Decrease in accounts payable, accrued expenses, taxes and sundry
liabilities (710)
------
Net cash (used in) provided by operating activities (553)
------
INVESTING ACTIVITIES
Additions for Vallodolid expansion (151)
Additions to property, plant and equipment (Net) (351)
------
Net cash used in investing activities (502)
------
FINANCING ACTIVITIES
Net borrowings (repayments) under revolving credit loan 629
------
Net cash provided by (used in) financing activities 629
------
Decrease in cash (426)
Cash at beginning of period 4,438
------
Cash at end of period $4,012
======
</TABLE>
(3)
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
SEPTEMBER 1998 YTD INCOME STATEMENT
UNAUDITED
(in thousands)
<TABLE>
<CAPTION>
ACTUAL
----------
<S> <C>
Net sales
Wholesale $119,795
Retail 40,421
--------
Total 160,216
Cost of sales 110,240
--------
Gross profit 49,976
% 31.2%
Operating expenses
Design 3,022
General and administrative 12,757
Advertising 1,206
Coop - advertising 3,625
Selling 10,528
Selling - Retail 15,096
Distribution 8,807
--------
Total 55,041
--------
Loss before
interest and taxes (EBIT) (5,065)
Interest expense 3,969
Reorganization cost 2,059
--------
Pretax loss (11,093)
Taxes 389
--------
Net loss $(11,482)
========
EBIT $ (5,065)
Depreciation 3,601
--------
EBITDAR $ (1,464)
========
</TABLE>
(4)
<PAGE>
MAIDENFORM WORLDWIDE, INC. & SUBSIDIARIES
SEPTEMBER 1998 YTD STATEMENT OF CASH FLOWS
UNAUDITED
(in thousands)
<TABLE>
<CAPTION>
ACTUAL
----------
<S> <C>
OPERATING ACTIVITIES
Net loss $(11,482)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 3,601
Changes in operating assets and liabilities:
Increase in accounts receivable (6,727)
Decrease in inventories 6,197
Decrease in prepaid expenses and other assets 1,739
Increase in insurance receivable (3,048)
Increase (decrease) in accounts payable, accrued expenses, taxes
and sundry liabilities 3,880
--------
Net cash used in operating activities (5,840)
--------
INVESTING ACTIVITIES
Additions for Vallodolid expansion (451)
Assets lost in Higuey fire, included in insurance receivable above 731
Additions to property, plant and equipment (Net) (2,252)
--------
Net cash used in investing activities (1,972)
--------
FINANCING ACTIVITIES
Net borrowings under revolving credit loan 4,723
--------
Net cash provided by financing activities 4,723
--------
Decrease in cash (3,089)
Cash and Cash Equivalents at beginning of year 7,101
--------
Cash and Cash Equivalents at end of period $ 4,012
========
</TABLE>
(5)
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