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Previous: NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/, 424B3, 1999-03-04 |
Next: NEW HILARITY MINING CO, DEF 14A, 1999-03-04 |
<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): February 25, 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 December 1998, which was
filed with the Court and the Trustee on February 25, 1999.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Trustee's Report for the Debtor Group for the month of December 1998,
which was filed with the Court and the Trustee on February 25, 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: March 3, 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
DECEMBER 1998 FINANCIAL REPORTING PACKAGE
SUBJECT TO YEAR-END AUDIT ADJUSTMENTS
<PAGE>
December Financial Reporting Package
Contents
<TABLE>
<CAPTION>
Schedule Page
- -------- ----
<S> <C>
December 1998 Month
- Income Statement 1
- Balance Sheet 2
- Cash Flow Statement 3
December 1998 YTD
- Income Statement 4
- Cash Flow Statement 5
</TABLE>
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
DECEMBER 1998 MONTH INCOME STATEMENT
UNAUDITED
(in thousands)
SUBJECT TO AUDIT ADJUSTMENTS
<TABLE>
<CAPTION>
ACTUAL
------
<S> <C>
Net sales
Wholesale $ 15,661
Retail 5,666
--------
Total 21,327
Cost of sales 14,004
--------
Gross profit 7,323
% 34.3%
Operating expenses
Advertising 1,048
Coop - advertising 819
--------
Subtotal 1,867
Design 366
General and administrative 1,280
Other 375
Selling 1,525
Selling - Retail 1,812
Distribution 1,125
--------
Total 8,350
--------
Income (Loss) before
interest and taxes (EBIT) (1,027)
Interest expense 620
Reorganization cost 541
--------
Pretax loss (2,188)
Taxes (4)
--------
Net loss $ (2,184)
--------
--------
EBIT $ (1,027)
Depreciation 441
--------
EBITDAR $ (586)
--------
--------
</TABLE>
(1)
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
BALANCE SHEETS FOR THE PERIODS INDICATED
UNAUDITED
(in thousands)
SUBJECT TO AUDIT ADJUSTMENTS
<TABLE>
<CAPTION>
AS OF
DECEMBER 31, 1998
-----------------
ACTUAL
------
<S> <C>
ASSETS
Current assets
Cash and cash equivalents $ 4,258
Accounts receivable, net 22,715
Inventories, net 58,982
Other current assets 1,871
Insurance receivable 2,980
---------
Total current assets 90,806
Property, plant & equipment, net 33,425
Other assets 6,367
---------
TOTAL ASSETS $ 130,598
---------
---------
LIABILITIES
Current liabilities
Liabilities not subject to compromise
Current Liabilities:
Accounts payable $ 10,334
Accrued expenses 12,375
Cash collateral loan 29,637
Revolver 11,974
---------
Total current liabilities 64,320
Liabilities subject to compromise 215,682
Other liabilities 820
---------
TOTAL LIABILITIES 280,822
---------
EQUITY
Stock 5
Paid in capital 40,899
Accumulated deficit (173,178)
Minimum Pension Liability (647)
Year to date loss (17,303)
---------
TOTAL DEFICIT (150,224)
---------
TOTAL LIABILITIES AND DEFICIT $ 130,598
---------
---------
</TABLE>
(2)
<PAGE>
MAIDENFORM WORLDWIDE, INC. & SUBSIDIARIES
DECEMBER 1998 MONTH STATEMENT OF CASH FLOWS
UNAUDITED
(in thousands)
SUBJECT TO AUDIT ADJUSTMENTS
<TABLE>
<CAPTION>
ACTUAL
------
<S> <C>
OPERATING ACTIVITIES
Net loss $(2,184)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 441
Changes in operating assets and liabilities:
(Increase) Decrease in accounts receivable (101)
Decrease in inventories 3,685
Increase in prepaid expenses and other assets (1,796)
Decrease in insurance receivable 959
Increase (Decrease) in accounts payable, accrued expenses, taxes and sundry
liabilities (37)
-------
Net cash provided by operating activities 967
-------
INVESTING ACTIVITIES
Additions for Vallodolid expansion (57)
Additions to property, plant and equipment (Net) (1,432)
-------
Net cash used in investing activities (1,489)
-------
FINANCING ACTIVITIES
Net repayments under revolving credit loan (1,337)
-------
Net cash used in financing activities (1,337)
-------
Decrease in cash (1,859)
Cash at beginning of period 6,117
-------
Cash at end of period $ 4,258
-------
-------
</TABLE>
(3)
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
DECEMBER 1998 YTD INCOME STATEMENT
UNAUDITED
(in thousands)
SUBJECT TO AUDIT ADJUSTMENTS
<TABLE>
<CAPTION>
ACTUAL
------
<S> <C>
Net sales
Wholesale $ 160,192
Retail 53,471
---------
Total 213,663
Cost of sales 145,663
---------
Gross profit 68,000
% 31.8%
Operating expenses
Advertising 2,591
Coop - advertising 5,425
---------
Subtotal 8,016
Design 3,957
General and administrative 16,390
Other 1,500
Selling 14,275
Selling - Retail 20,435
Distribution 11,775
---------
Total 76,348
---------
Loss before
interest and taxes (EBIT) (8,348)
Interest expense 5,414
Reorganization cost 3,093
---------
Pretax loss (16,855)
Taxes 448
---------
Net loss $ (17,303)
---------
---------
EBIT $ (8,348)
Depreciation 4,869
---------
EBITDAR $ (3,479)
---------
---------
</TABLE>
(4)
<PAGE>
MAIDENFORM WORLDWIDE, INC. & SUBSIDIARIES
DECEMBER 1998 YTD STATEMENT OF CASH FLOWS
UNAUDITED
(in thousands)
SUBJECT TO AUDIT ADJUSTMENTS
<TABLE>
<CAPTION>
ACTUAL
------
<S> <C>
OPERATING ACTIVITIES
Net loss $(17,303)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 4,869
Changes in operating assets and liabilities:
Increase in accounts receivable (5,766)
Decrease in inventories 11,420
Decrease in prepaid expenses and other assets 176
Increase in insurance receivable (2,980)
Increase (decrease) in accounts payable, accrued expenses, taxes and sundry
liabilities 3,806
--------
Net cash used in operating activities (5,778)
--------
INVESTING ACTIVITIES
Additions for Vallodolid expansion (965)
Assets lost in Higuey fire, included in insurance receivable above 1,008
Additions to property, plant and equipment (Net) (4,191)
--------
Net cash used in investing activities (4,148)
--------
FINANCING ACTIVITIES
Net borrowings under revolving credit loan 7,083
--------
Net cash provided by financing activities 7,083
--------
Decrease in cash (2,843)
Cash and Cash Equivalents at beginning of year 7,101
--------
Cash and Cash Equivalents at end of period $ 4,258
--------
--------
</TABLE>
(5)
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