<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 9, 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)
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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 April 1999, which was
filed with the Court and the Trustee on June 9, 1999.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Trustee's Report for the Debtor Group for the month of April
1999, which was filed with the Court and the Trustee on June
9, 1999.
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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: June 10, 1999 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
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)
:
- ------------------------------------------:
DEBTORS' APRIL 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' APRIL 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: June 8, 1999 BY: /s/ Frank Stull
------------ ------------------
Mr. Frank Stull
Chief Financial Officer
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CONFIDENTIAL
------------
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
APRIL 1999 FINANCIAL REPORTING PACKAGE
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April Financial Reporting Package
Contents
SCHEDULE PAGE
April 1999 Month and Y-T-D
-Income Statement 1-2
-Balance Sheet 3
-Cash Flow Statement 4
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MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
APRIL 1999 MONTH INCOME STATEMENT
(in thousands)
ACTUAL
--------
Net sales
Wholesale $ 13,947
Retail 4,055
--------
Total 18,002
Cost of sales 11,112
--------
Gross profit 6,890
% 38.3%
Operating expenses
Advertising 491
Coop - advertising 277
--------
Subtotal 768
Design 337
General and administrative 1,271
Selling 1,203
Selling - Retail 1,598
Distribution 934
--------
Total 6,111
--------
Income (Loss) before
interest and taxes (EBIT) 779
Interest expense 511
Reorganization cost 235
--------
Pretax loss 33
Taxes 50
--------
Net loss $ (17)
========
EBIT $ 779
Depreciation 366
--------
EBITDAR $ 1,145
========
1
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MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
APRIL 1999 YTD INCOME STATEMENT
(in thousands)
ACTUAL
--------
Net sales
Wholesale $ 51,114
Retail 13,399
--------
Total 64,513
Cost of sales 42,171
--------
Gross profit 22,342
% 34.6%
Operating expenses
Advertising 2,881
Coop - advertising 1,474
--------
Subtotal 4,355
Design 1,399
General and administrative 5,149
Selling 4,734
Selling - Retail 6,182
Distribution 3,730
--------
Total 25,549
--------
Income (loss) before
interest and taxes (EBIT) (3,207)
Interest expense 1,909
Reorganization cost 755
--------
Pretax loss (5,871)
Taxes 225
--------
Net loss $ (6,096)
========
EBIT $ (3,207)
Depreciation 1,464
--------
EBITDAR $ (1,743)
========
2
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MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
BALANCE SHEETS FOR THE PERIODS INDICATED
(in thousands)
AS OF
APRIL 27, 1999
--------------
ACTUAL
---------
ASSETS
Current assets
Cash and cash equivalents $ 3,050
Accounts receivable, net 23,524
Inventories, net 69,146
Other current assets 1,091
Insurance receivable 1,397
---------
Total current assets 98,208
Property, plant & equipment, net 36,925
Other assets 4,192
---------
TOTAL ASSETS $ 139,325
=========
LIABILITIES
Current liabilities
Liabilities not subject to compromise
Current Liabilities:
Accounts payable $ 9,828
Accrued expenses 14,596
Cash collateral loan 29,637
Revolver 27,558
---------
Total current liabilities 81,619
Liabilities subject to compromise 215,230
Other liabilities 1,968
---------
TOTAL LIABILITIES 298,817
---------
EQUITY
Stock 5
Paid in capital 40,899
Accumulated deficit (194,052)
Minimum Pension Liability (248)
Year to date loss (6,096)
---------
TOTAL DEFICIT (159,492)
---------
TOTAL LIABILITIES AND DEFICIT $ 139,325
=========
3
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MAIDENFORM WORLDWIDE, INC. & SUBSIDIARIES
APRIL 1999 YTD STATEMENT OF CASH FLOWS
(in thousands)
ACTUAL
--------
OPERATING ACTIVITIES
Net loss $ (6,096)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 1,464
Pension Expense 400
Changes in operating assets and liabilities:
Decrease in accounts receivable, net (400)
Increase in inventories, net (8,916)
Decrease in prepaid expenses and other 2,505
Decrease in accounts payable, accrued expenses,
taxes and sundry liabilities (4,532)
--------
Net cash in operating activities (15,575)
--------
INVESTING ACTIVITIES
Proceeds from sale of Luker Rd. facility 1,085
Additions to property, plant and equipment (Net) (2,509)
--------
Net cash used in investing activities (1,424)
--------
FINANCING ACTIVITIES
Net borrowings under revolving credit loan 15,584
--------
Net cash provided by financing activities 15,584
--------
Decrease in cash (1,415)
Cash and Cash Equivalents at beginning of year 4,465
--------
Cash and Cash Equivalents at end of period $ 3,050
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4