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Previous: NASHUA CORP, 8-K, 1999-01-07 |
Next: BANKAMERICA CORP/DE/, 424B2, 1999-01-07 |
<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): December 31, 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 November 1998, which was
filed with the Court and the Trustee on December 31, 1998.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Trustee's Report for the Debtor Group for the month of November
1998, which was filed with the Court and the Trustee on
December 31, 1998.
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: January 5, 1999 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
NOVEMBER 1998 FINANCIAL REPORTING PACKAGE
<PAGE>
NOVEMBER 1998 FINANCIAL REPORTING PACKAGE
Contents
SCHEDULE PAGE
- -------- ----
November 1998 Month
- Income Statement 1
- Balance Sheet 2
- Cash Flow Statement 3
November 1998 YTD
- Income Statement 4
- Cash Flow Statement 5
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
NOVEMBER 1998 MONTH INCOME STATEMENT
UNAUDITED
(in thousands)
<TABLE>
<CAPTION>
ACTUAL
------
<S> <C>
Net sales
Wholesale $12,427
Retail 3,622
-------
Total 16,049
Cost of sales 10,892
-------
Gross profit 5,157
% 32.1%
Operating expenses
Design 312
General and administrative 1,692
Advertising 187
Coop - advertising 514
Selling 1,159
Selling - Retail 1,800
Distribution 881
-------
Total 6,545
-------
Income (Loss) before
interest and taxes (EBIT) (1,388)
Interest expense 409
Reorganization cost 248
-------
Pretax loss (2,045)
Taxes 30
-------
Net loss $(2,075)
=======
EBIT $(1,388)
Depreciation 455
-------
EBITDAR $ (933)
=======
</TABLE>
(1)
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
BALANCE SHEETS FOR THE PERIODS INDICATED
UNAUDITED
(in thousands)
<TABLE>
<CAPTION>
AS OF
NOVEMBER 24, 1998
-----------------
ACTUAL
------
<S> <C>
ASSETS
Current assets
Cash and cash equivalents $ 6,117
Accounts receivable, net 22,614
Inventories, net 62,667
Other current assets 2,276
Insurance receivable 3,939
---------
Total current assets 97,613
Property, plant & equipment, net 32,377
Other assets 4,558
=========
TOTAL ASSETS $ 134,548
=========
LIABILITIES
Current liabilities
Liabilities not subject to compromise
Current Liabilities:
Accounts payable $ 8,919
Accrued expenses 13,673
Cash collateral loan 29,637
Revolver 13,310
---------
Total current liabilities 65,539
Liabilities subject to compromise 215,844
Other liabilities 558
---------
TOTAL LIABILITIES 281,941
---------
EQUITY
Stock 5
Paid in capital 40,899
Accumulated deficit (173,178)
Year to date loss (15,119)
---------
TOTAL DEFICIT (147,393)
=========
TOTAL LIABILITIES AND DEFICIT $ 134,548
=========
</TABLE>
(2)
<PAGE>
MAIDENFORM WORLDWIDE, INC. & SUBSIDIARIES
NOVEMBER 1998 MONTH STATEMENT OF CASH FLOWS
UNAUDITED
(in thousands)
<TABLE>
<CAPTION>
ACTUAL
------
<S> <C>
OPERATING ACTIVITIES
Net loss $(2,075)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 455
Changes in operating assets and liabilities:
(Increase) Decrease in accounts receivable (318)
Decrease in inventories 1,044
Decrease in prepaid expenses and other assets 179
Increase in insurance receivable (593)
Increase in accounts payable, accrued expenses, taxes and sundry
liabilities 807
-------
Net cash (used in) provided by operating activities (501)
-------
INVESTING ACTIVITIES
Additions for Vallodolid expansion (340)
Assets lost in Higuey fire, included in insurance receivable above 277
Additions to property, plant and equipment (Net) (325)
-------
Net cash used in investing activities (388)
-------
FINANCING ACTIVITIES
Net borrowings (repayments) under revolving credit loan 2,847
-------
Net cash provided by (used in) financing activities 2,847
-------
Increase in cash 1,958
Cash at beginning of period 4,159
-------
Cash at end of period $ 6,117
=======
</TABLE>
(3)
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
NOVEMBER 1998 YTD INCOME STATEMENT
UNAUDITED
(in thousands)
<TABLE>
<CAPTION>
ACTUAL
------
<S> <C>
Net sales
Wholesale $ 144,531
Retail 47,805
---------
Total 192,336
Cost of sales 131,659
---------
Gross profit 60,677
% 31.5%
Operating expenses
Design 3,591
General and administrative 16,235
Advertising 1,543
Coop - advertising 4,606
Selling 12,750
Selling - Retail 18,623
Distribution 10,650
---------
Total 67,998
---------
Loss before
interest and taxes (EBIT) (7,321)
Interest expense 4,794
Reorganization cost 2,552
---------
Pretax loss (14,667)
Taxes 452
---------
Net loss $ (15,119)
=========
EBIT $ (7,321)
Depreciation 4,428
---------
EBITDAR $ (2,893)
=========
</TABLE>
(4)
<PAGE>
MAIDENFORM WORLDWIDE, INC. & SUBSIDIARIES
NOVEMBER 1998 YTD STATEMENT OF CASH FLOWS
UNAUDITED
(in thousands)
<TABLE>
<CAPTION>
ACTUAL
------
<S> <C>
OPERATING ACTIVITIES
Net loss $(15,119)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 4,428
Changes in operating assets and liabilities:
Increase in accounts receivable (5,665)
Decrease in inventories 7,735
Decrease in prepaid expenses and other assets 1,972
Increase in insurance receivable (3,939)
Increase (decrease) in accounts payable, accrued expenses, taxes and sundry
liabilities 3,843
--------
Net cash used in operating activities (6,745)
--------
INVESTING ACTIVITIES
Additions for Vallodolid expansion (908)
Assets lost in Higuey fire, included in insurance receivable above 1,008
Additions to property, plant and equipment (Net) (2,759)
--------
Net cash used in investing activities (2,659)
--------
FINANCING ACTIVITIES
Net borrowings under revolving credit loan 8,420
--------
Net cash provided by financing activities 8,420
--------
Decrease in cash (984)
Cash and Cash Equivalents at beginning of year 7,101
--------
Cash and Cash Equivalents at end of period $ 6,117
========
</TABLE>
(5)
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