NCC INDUSTRIES INC
8-K, 1999-06-11
WOMEN'S, MISSES', CHILDREN'S & INFANTS' UNDERGARMENTS
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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 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)


<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 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.


<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 10, 1999                     By: /s/ Frank Stull
                                             ----------------------
                                             Frank Stull
                                             Duly authorized officer to execute
                                             on behalf of Registrant
                                             Executive Vice President -
                                             Chief Financial Officer




<PAGE>
                                                                    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


<PAGE>


                                  CONFIDENTIAL
                                  ------------









                   MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES


                     APRIL 1999 FINANCIAL REPORTING PACKAGE



<PAGE>

                        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






<PAGE>

                   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
<PAGE>

                   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
<PAGE>

                   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
<PAGE>

                    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
                                                                     ========



                                      4


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