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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): September 25, 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)
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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 August 1998, which was
filed with the Court and the Trustee on September 25, 1998.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Trustee's Report for the Debtor Group for the month of August
1998, which was filed with the Court and the Trustee on September
25, 1998.
2
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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 2, 1998 By:/s/ Frank Stull
-----------------------------------
Frank Stull
Duly authorized officer to execute
on behalf of Registrant
Executive Vice President -
Chief Financial Officer
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Exhibit 99.1
CONFIDENTIAL
Maidenform Worldwide, Inc. and Subsidiaries
August 1998 Financial Reporting Package
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AUGUST 1998 FINANCIAL REPORTING PACKAGE
CONTENTS
Schedule Page
----
August 1998 Month
- Income Statement 1
- Balance Sheet 2
- Cash Flow Statement 3
August 1998 YTD
- Income Statement 4
- Cash Flow Statement 5
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MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
AUGUST 1998 MONTH INCOME STATEMENT
UNAUDITED
(in thousands)
ACTUAL
----------
Net sales
Wholesale $ 14,536
Retail 5,798
----------
Total 20,334
Cost of sales 13,428
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Gross profit 6,906
% 34.0%
Operating expenses
Design 310
General and administrative 1,478
Advertising 119
Coop - advertising 422
Selling 1,145
Selling - Retail 1,797
Distribution 988
----------
Total 6,259
----------
Income (Loss) before
interest and taxes (EBIT) 647
Interest expense 432
Reorganization cost 171
----------
Pretax loss 44
Taxes 48
----------
Net loss $ (4)
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EBIT $ 647
Depreciation 358
----------
EBITDAR $ 1,005
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(1)
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MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
BALANCE SHEETS FOR THE PERIODS INDICATED
UNAUDITED
(in thousands)
AS OF
AUGUST 25, 1998
---------------
ACTUAL
---------------
ASSETS
Current assets
Cash and cash equivalents $ 4,438
Accounts receivable, net 23,120
Inventories, net 65,721
Other current assets 2,807
Insurance receivable 2,364
----------
Total current assets 98,450
Property, plant & equipment, net 32,375
Other assets 4,323
----------
TOTAL ASSETS $ 135,148
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LIABILITIES
Current liabilities
Liabilities not subject to compromise
Current Liabilities:
Accounts payable $ 9,137
Accrued expenses 14,218
Cash collateral loan 29,637
Revolver 8,984
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Total current liabilities 61,976
Liabilities subject to compromise 215,838
Other liabilities 635
----------
TOTAL LIABILITIES 278,449
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EQUITY
Stock 5
Paid in capital 40,899
Accumulated deficit (173,178)
Year to date loss (11,027)
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TOTAL DEFICIT (143,301)
TOTAL LIABILITIES AND DEFICIT $ 135,148
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(2)
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MAIDENFORM WORLDWIDE, INC. & SUBSIDIARIES
AUGUST 1998 MONTH STATEMENT OF CASH FLOWS
UNAUDITED
(in thousands)
ACTUAL
----------
OPERATING ACTIVITIES
Net loss $ (4)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 358
Changes in operating assets and liabilities:
Decrease (Increase) in accounts receivable 858
Decrease in inventories 906
Increase in prepaid expenses and other assets (90)
Decrease in insurance receivable 1,146
Increase in accounts payable, accrued expenses,
taxes and sundry liabilities 1,121
----------
Net cash provided by operating activities 4,295
----------
INVESTING ACTIVITIES
Additions to property, plant and equipment (Net) (133)
----------
Net cash used in investing activities (133)
----------
FINANCING ACTIVITIES
Net (repayments) borrowings under revolving credit loan (4,998)
----------
Net cash (used in) provided by financing activities (4,998)
----------
Decrease in cash (836)
Cash at beginning of period 5,274
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Cash at end of period $ 4,438
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(3)
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MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
AUGUST 1998 YTD INCOME STATEMENT
UNAUDITED
(in thousands)
ACTUAL
----------
Net sales
Wholesale $ 104,007
Retail 35,300
----------
Total 139,307
Cost of sales 96,245
----------
Gross profit 43,062
% 30.9%
Operating expenses
Design 2,676
General and administrative 11,214
Advertising 1,027
Coop - advertising 3,177
Selling 9,073
Selling - Retail 13,231
Distribution 7,835
----------
Total 48,233
----------
Loss before interest and taxes (EBIT) (5,171)
Interest expense 3,490
Reorganization cost 2,008
----------
Pretax loss (10,669)
Taxes 358
----------
Net loss $ (11,027)
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EBIT $ (5,171)
Depreciation 3,241
----------
EBITDAR $ (1,930)
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(4)
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MAIDENFORM WORLDWIDE, INC. & SUBSIDIARIES
AUGUST 1998 YTD STATEMENT OF CASH FLOWS
UNAUDITED
(in thousands)
ACTUAL
----------
OPERATING ACTIVITIES
Net loss $ (11,027)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 3,241
Changes in operating assets and liabilities:
Increase in accounts receivable (6,171)
Decrease in inventories 1,534
Decrease in prepaid expenses and other assets 4,910
Increase in insurance receivable (1,633)
Increase (decrease) in accounts payable, accrued
expenses, taxes and sundry liabilities 4,590
----------
Net cash used in operating activities (4,556)
----------
INVESTING ACTIVITIES
Additions for Vallodolid expansion (300)
Additions to property, plant and equipment (Net) (1,901)
----------
Net cash used in investing activities (2,201)
----------
FINANCING ACTIVITIES
Net borrowings under revolving credit loan 4,094
----------
Net cash provided by financing activities 4,094
----------
Decrease in cash (2,663)
Cash and Cash Equivalents at beginning of year 7,101
----------
Cash and Cash Equivalents at end of period $ 4,438
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(5)