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Previous: MORGAN J P & CO INC, SC 13G/A, 1999-04-13 |
Next: NEW ENGLAND ELECTRIC SYSTEM, 8-K, 1999-04-13 |
<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 26, 1999
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 (i) as Exhibit 99.1 is a copy of
the Trustee's Report for the Debtor Group for the month of January 1999, which
was filed with the Court and the Trustee on March 26, 1999, and (ii) as Exhibit
99.2 is a copy of the Trustee's Report for the Debtor Group for the month of
February 1999, which was filed with the Court and the Trustee on April 9, 1999.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Trustee's Report for the Debtor Group for the month of January
1999, which was filed with the Court and the Trustee on March
26, 1999.
99.2 Trustee's Report for the Debtor Group for the month of
February 1999, which was filed with the Court and the Trustee
on April 9, 1999.
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 9, 1999 By: /s/ FRANK STULL
----------------------------
Frank Stull
Duly authorized officer to execute
on behalf of Registrant
Executive Vice President -
Chief Financial Officer
3
<PAGE>
Alan B. Miller, Esq. (AM 2817) EXHIBIT 99.1
Stephen Karotkin, Esq. (SK 7357)
WEIL, GOTSHAL & MANGES LLP
Attorneys for Debtors and
Debtors in Possession
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
:
:
In re : Chapter 11 Case
:
MAIDENFORM WORLDWIDE, INC., ET AL., : No. 97 B 44869 (CB)
:
Debtors. : (Jointly Administered)
:
DEBTORS' JANUARY 1999 FINANCIAL REPORTING
PACKAGE PURSUANT TO UNITED STATES TRUSTEE'S
OPERATING GUIDELINES AND REPORTING REQUIRMENTS
<PAGE>
Alan B. Miller, Esq. (AM 2817)
Stephen Karotkin, Esq. (SK 7357)
WEIL, GOTSHAL & MANGES LLP
Attorneys for Debtors and
Debtors in Possession
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
:
:
In re : Chapter 11 Case
:
MAIDENFORM WORLDWIDE, INC., ET AL., : No. 97 B 44869 (CB)
:
Debtors. : (Jointly Administered)
:
VERIFICATION OF DEBTORS' JANUARY 1999 FINANCIAL
REPORTING PACKAGE PURSUANT TO UNITED STATES
TRUSTEE'S OPERATING GUIDELINES AND REPORTING REQUIRMENTS
The undersigned, having reviewed the attached report and assisted in
its preparation and being familiar with the Debtors' financial affairs, verifies
under the penalty of perjury, that the information contained therein is
complete, accurate and truthful to the best of my knowledge.
DATE: MARCH 26, 1999 BY: /s/ FRANK STULL
-------------------- ------------------------------
Mr. Frank Stull
Chief Financial Officer
<PAGE>
CONFIDENTIAL
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
JANUARY 1999 FINANCIAL REPORTING PACKAGE
<PAGE>
January Financial Reporting Package
Contents
<TABLE>
<CAPTION>
SCHEDULE PAGE
- -------- ----
<S> <C>
January 1999 Month
-Income Statement 1
-Balance Sheet 2
-Cash Flow Statement 3
</TABLE>
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
JANUARY 1999 MONTH INCOME STATEMENT
(in thousands)
<TABLE>
<CAPTION>
ACTUAL
<S> <C>
Net sales
Wholesale $ 8,989
Retail 2,248
--------
Total 11,237
Cost of sales 7,985
--------
Gross profit 3,252
% 28.9%
Operating expenses
Advertising 592
Coop - advertising 280
--------
Subtotal 872
Design 332
General and administrative 1,323
Selling 1,155
Selling - Retail 1,422
Distribution 892
--------
Total 5,996
--------
Loss before
interest and taxes (EBIT) (2,744)
Interest expense 404
Reorganization cost 150
--------
Pretax loss (3,298)
Taxes 55
--------
Net loss $ (3,353)
--------
--------
EBIT $ (2,744)
Depreciation 366
--------
EBITDAR $ (2,378)
--------
--------
</TABLE>
(1)
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
BALANCE SHEETS FOR THE PERIODS INDICATED
(in thousands)
<TABLE>
<CAPTION>
AS OF
JANUARY 26, 1999
----------------
ACTUAL
<S> <C>
ASSETS
Current assets
Cash and cash equivalents $ 3,400
Accounts receivable, net 19,174
Inventories, net 58,760
Other current assets 2,509
Insurance receivable 2,980
---------
Total current assets 86,823
Property, plant & equipment, net 33,549
Other assets 6,267
---------
TOTAL ASSETS $ 126,639
---------
---------
LIABILITIES
Current liabilities
Liabilities not subject to compromise
Current Liabilities:
Accounts payable $ 10,882
Accrued expenses 12,408
Cash collateral loan 29,637
Revolver 10,848
---------
Total current liabilities 63,775
Liabilities subject to compromise 215,613
Other liabilities 633
---------
TOTAL LIABILITIES 280,021
---------
EQUITY
Stock 5
Paid in capital 40,899
Accumulated deficit (190,856)
Other 570
Minimum Pension Liability (647)
Year to date loss (3,353)
---------
TOTAL DEFICIT (153,382)
---------
TOTAL LIABILITIES AND DEFICIT $ 126,639
---------
---------
</TABLE>
(2)
<PAGE>
MAIDENFORM WORLDWIDE, INC. & SUBSIDIARIES
JANUARY 1999 MONTH STATEMENT OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
ACTUAL
<S> <C>
OPERATING ACTIVITIES
Net loss $(3,353)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 366
Changes in operating assets and liabilities:
Decrease in accounts receivable 3,950
Decrease (Increase) in inventories 464
Increase in prepaid expenses and other assets (700)
Increase (Decrease) in accounts payable, accrued expenses, taxes and
sundry liabilities 462
-------
Net cash provided by (used in) operating activities 1,189
-------
INVESTING ACTIVITIES
Additions to property, plant and equipment (Net) (1,128)
-------
Net cash used in investing activities (1,128)
-------
FINANCING ACTIVITIES
Net (repayments) borrowings under revolving credit loan (1,126)
-------
Net cash used in financing activities (1,126)
-------
Decrease in cash $(1,065)
Cash at beginning of period 4,465
-------
Cash at end of period $ 3,400
-------
-------
</TABLE>
(3)
<PAGE>
Alan B. Miller, Esq. (AM 2817) EXHIBIT 99.2
Stephen Karotkin, Esq. (SK 7357)
WEIL, GOTSHAL & MANGES LLP
Attorneys for Debtors and
Debtors in Possession
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
:
:
In re : Chapter 11 Case
:
MAIDENFORM WORLDWIDE, INC., ET AL., : No. 97 B 44869 (CB)
:
Debtors. : (Jointly Administered)
:
DEBTORS' FEBRUARY 1999 FINANCIAL REPORTING
PACKAGE PURSUANT TO UNITED STATES TRUSTEE'S
OPERATING GUIDELINES AND REPORTING REQUIRMENTS
<PAGE>
Alan B. Miller, Esq. (AM 2817)
Stephen Karotkin, Esq. (SK 7357)
WEIL, GOTSHAL & MANGES LLP
Attorneys for Debtors and
Debtors in Possession
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
:
:
In re : Chapter 11 Case
:
MAIDENFORM WORLDWIDE, INC., ET AL., : No. 97 B 44869 (CB)
:
Debtors. : (Jointly Administered)
:
VERIFICATION OF DEBTORS' FEBRUARY 1999 FINANCIAL
REPORTING PACKAGE PURSUANT TO UNITED STATES
TRUSTEE'S OPERATING GUIDELINES AND REPORTING REQUIRMENTS
The undersigned, having reviewed the attached report and assisted in
its preparation and being familiar with the Debtors' financial affairs, verifies
under the penalty of perjury, that the information contained therein is
complete, accurate and truthful to the best of my knowledge.
DATE: APRIL 9, 1999 BY: /s/ FRANK STULL
----------------------------- -----------------------------
Mr. Frank Stull
Chief Financial Officer
<PAGE>
CONFIDENTIAL
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
FEBRUARY 1999 FINANCIAL REPORTING PACKAGE
<PAGE>
February Financial Reporting Package
Contents
<TABLE>
<CAPTION>
SCHEDULE PAGE
- -------- ----
<S> <C>
February 1998 Month and Y-T-D
- Income Statement 1-2
- Balance Sheet 3
- Cash Flow Statement 4
</TABLE>
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
FEBRUARY 1999 MONTH INCOME STATEMENT
(in thousands)
<TABLE>
<CAPTION>
ACTUAL
--------
<S> <C>
Net sales
Wholesale $ 11,661
Retail 2,921
--------
Total 14,582
Cost of sales 9,245
--------
Gross profit 5,337
% 36.6%
Operating expenses
Advertising 924
Coop - advertising 479
--------
Subtotal 1,403
Design 336
General and administrative 1,250
Selling 1,023
Selling - Retail 1,531
Distribution 872
--------
Total 6,415
--------
Income (Loss) before
interest and taxes (EBIT) (1,078)
Interest expense 423
Reorganization cost 150
--------
Pretax loss (1,651)
Taxes 55
--------
Net loss $ (1,706)
--------
--------
EBIT $ (1,078)
Depreciation 366
--------
EBITDAR $ (712)
--------
--------
</TABLE>
(1)
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
FEBRUARY 1999 YTD INCOME STATEMENT
(in thousands)
<TABLE>
<CAPTION>
ACTUAL
--------
<S> <C>
Net sales
Wholesale $ 20,650
Retail 5,169
--------
Total 25,819
Cost of sales 17,230
--------
Gross profit 8,589
% 33.3%
Operating expenses
Advertising 1,516
Coop - advertising 759
--------
Subtotal 2,275
Design 668
General and administrative 2,573
Selling 2,178
Selling - Retail 2,953
Distribution 1,764
--------
Total 12,411
--------
Income (Loss) before
interest and taxes (EBIT) (3,822)
Interest Expense 827
Reorganization cost 300
--------
Pretax loss (4,949)
Taxes 110
Net loss $ (5,059)
--------
EBIT $ (3,822)
Depreciation 732
--------
EBITDAR $ (3,090)
--------
--------
</TABLE>
(2)
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
BALANCE SHEETS FOR THE PERIODS INDICATED
(in thousands)
<TABLE>
<CAPTION>
AS OF
FEBRUARY 23, 1998
-----------------
ACTUAL
-----------
<S> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 3,250
Accounts receivable, netl 21,628
Inventories, net 61,406
Other current assets 2,209
Insurance receivable 2,980
---------
Total current assets 91,473
Property, plant & equipment, net 33,633
Other assets 6,167
---------
TOTAL ASSETS $ 131,273
---------
---------
LIABILITIES
Current Liabilities
Liabilities not subject to compromise
Current Liabilities:
Accounts payable $ 10,883
Accrued expenses 11,908
Cash collateral loan 29,637
Revolver 17,737
---------
Total current liabilities 70,165
Liabilities subject to compromise 215,613
Other liabilities 583
---------
TOTAL LIABILITIES 286,361
---------
EQUITY
Stock 5
Paid in capital 40,899
Accumulated deficit (190,856)
Other 570
Minimum Pension Liability (647)
Year to date loss (5,059)
---------
TOTAL DEFICIT (155,088)
---------
---------
TOTAL LIABILITIES AND DEFICIT $ 131,273
---------
---------
</TABLE>
(3)
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
FEBRUARY 1999 YTD STATEMENT OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
ACTUAL
----------
<S> <C>
OPERATING ACTIVITES
Net loss $(5,059)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 732
Changes in operating assets and liabilities:
Decrease in accounts receivable 1,496
Increase in inventories (2,182)
Increase in prepaid expenses and other assets (300)
Decrease in accounts payable, accrued expenses,
taxes and sundry liabilities (87)
-------
Net used in operating activities (5,400)
-------
INVESTING ACTIVITIES
Additions to property, plant and equipment (Net) (1,578)
-------
Net cash used in investing activities (1,578)
-------
FINANCING ACTIVITIES
Net borrowings under revolving credit loan 5,763
-------
Net cash used in financing activities 5,763
-------
Decrease in cash $(1,215)
Cash at beginning of period 4,465
-------
Cash at end of period $ 3,250
-------
-------
</TABLE>
(4)
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