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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): June 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)
<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 May 1998 which was filed
with the Court and the Trustee on June 25, 1998 and June 26, 1998, respectively.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Trustee's Report for the Debtor Group for the month of May
1998, which was filed with the Court and the Trustee on June
25, 1998 and June 26, 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: June 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>
CONFIDENTIAL
Maidenform Worldwide, Inc. and Subsidiaries
May 1998 Financial Reporting Package
<PAGE>
May 1998 Financial Reporting Package
Contents
<TABLE>
<CAPTION>
Schedule Page
- -------- ----
<S> <C>
May 1998 Month
- Income Statement 1
- Balance Sheet 2
- Cash Flow Statement 3
May 1998 YTD
- Income Statement 4
- Cash Flow Statement 5
</TABLE>
<PAGE>
Maidenform Worldwide, Inc. and Subsidiaries
May 1998 Month Income Statement
(in thousands)
<TABLE>
<CAPTION>
Actual
------
<S> <C>
Net sales
Wholesale $ 12,737
Retail
4,446
------------
Total $ 17,183
Cost of sales 11,579
------------
Gross profit 5,604
% 32.6%
Operating expenses
Design 293
General and administrative 1,270
Advertising 166
Coop - advertising 455
Selling 1,028
Selling - Retail 1,603
Distribution 1,008
------------
Total 5,823
------------
Loss before
interest and taxes (EBIT) (219)
Interest expense 447
Reorganization cost 183
------------
Pretax loss (849)
Taxes 43
------------
Net loss $ (892)
------------
------------
EBIT (219)
Depreciation 425
------------
EBITDAR $ 206
------------
------------
</TABLE>
(1)
<PAGE>
Maidenform Worldwide, Inc. and Subsidiaries
Balance Sheets for the Periods Indicated
(in thousands)
<TABLE>
<CAPTION>
As of
May 26, 1998
Actual
------
<S> <C>
ASSETS
Current assets
Cash and cash equivalents $ 6,140
Accounts receivable, net 20,579
Inventories, net 69,594
Other current assets 2,801
Insurance receivable 3,001
-------------
Total current assets 102,115
Property, plant & equipment, net 32,205
Other assets 4,599
-------------
Total assets $ 138,919
-------------
-------------
LIABILITIES
Current liabilities
Liabilities not subject to compromise
Current Liabilities:
Accounts payable $ 5,896
Accrued expenses 14,031
Cash collateral loan 29,637
Revolver 15,097
-------------
Total current liabilities 64,661
Liabilities subject to compromise 215,811
Other liabilities 657
-------------
Total liabilities 281,129
-------------
EQUITY
Stock 5
Paid in capital 40,899
Accumulated deficit (173,178)
Year to date loss (9,936)
-------------
Total deficit (142,210)
-------------
Total liabilities and deficit $ 138,919
-------------
-------------
</TABLE>
(2)
<PAGE>
Maidenform Worldwide, Inc. & Subsidiaries
May 1998 Month Statement of Cash Flows
(in thousands)
<TABLE>
<CAPTION>
Actual
------
<S> <C>
Operating Activities
Net loss $ (892)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 425
Changes in operating assets and liabilities:
Increase in accounts receivable (2,996)
Decrease in inventories 948
Decrease in prepaid expenses and other assets 1,411
Increase (decrease) in accounts payable, accrued expenses, taxes and sundry
liabilities 1,876
----------------
Net cash provided by (used in) operating activities 772
----------------
Investing activities
Additions to property, plant and equipment (Net) (440)
----------------
Net cash used in investing activities (440)
----------------
Financing activities
Net Borrowings under revolving credit loan 1,476
----------------
Net cash provided by financing activities 1,476
----------------
Increase (Decrease) in cash 1,808
Cash at beginning of period 4,332
----------------
Cash at end of period $ 6,140
----------------
----------------
</TABLE>
(3)
<PAGE>
Maidenform Worldwide, Inc. and Subsidiaries
May 1998 YTD Income Statement
(in thousands)
<TABLE>
<CAPTION>
Actual
------
<S> <C>
Net sales
Wholesale $ 59,089
Retail 19,061
--------------
Total $ 78,150
Cost of sales 55,217
--------------
Gross profit 22,933
% 29.3%
Operating expenses
Design 1,607
General and administrative 6,479
Advertising 587
Coop - advertising 1,981
Selling 5,602
Selling - Retail 7,951
Distribution 4,894
--------------
Total 29,101
--------------
Loss before
interest and taxes (EBIT) (6,168)
Interest expense 2,102
Reorganization cost 1,423
--------------
Pretax loss (9,693)
Taxes 243
--------------
--------------
Net loss $ (9,936)
--------------
--------------
EBIT (6,168)
Depreciation 2,083
--------------
EBITDAR $ (4,085)
--------------
--------------
</TABLE>
(4)
<PAGE>
Maidenform Worldwide, Inc. & Subsidiaries
May 1998 YTD Statement of Cash Flows
(in thousands)
<TABLE>
<CAPTION>
Actual
------
Operating Activities
<S> <C>
Net loss $ (9,936)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 2,083
Changes in operating assets and liabilities:
Increase in accounts receivable (3,630)
Increase in inventories (2,339)
Decrease in prepaid expenses and other assets 2,378
Increase (decrease) in accounts payable, accrued expenses, taxes and sundry
liabilities 1,149
-------------
Net cash used in operating activities (10,295)
-------------
Investing activities
Additions to property, plant and equipment (Net) (873)
-------------
Net cash used in investing activities (873)
-------------
Financing activities
Net borrowings under revolving credit loan 10,207
-------------
Net cash provided by financing activities 10,207
-------------
Decrease in cash (961)
Cash and Cash Equivalents at beginning of year 7,101
-------------
Cash and Cash Equivalents at end of period $ 6,140
-------------
-------------
</TABLE>
(5)
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