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Previous: NBTY INC, 10-Q, 1999-05-07 |
Next: BANKAMERICA CORP/DE/, 8-K, 1999-05-07 |
<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): April 28, 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 March 1999, which was
filed with the Court and the Trustee on April 28, 1999.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Trustee's Report for the Debtor Group for the month of March
1999, which was filed with the Court and the Trustee on April
28, 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: May 6, 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' MARCH 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' MARCH 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 28, 1999 BY: /s/ FRANK STULL
-------------------------------
Mr. Frank Stull
Chief Financial Officer
<PAGE>
CONFIDENTIAL
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
MARCH 1999 FINANCIAL REPORTING PACKAGE
<PAGE>
March Financial Reporting Package
Contents
Schedule Page
- -------- ----
March 1999 Month and Y-T-D
-Income Statement 1-2
-Balance Sheet 3
-Cash Flow Statement 4
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
MARCH 1999 MONTH INCOME STATEMENT
(in thousands)
<TABLE>
<CAPTION>
Actual
------
<S> <C>
Net sales
Wholesale $ 16,517
Retail 4,175
------------
Total 20,692
Cost of sales 13,829
------------
Gross profit 6,863
% 33.2%
Operating expenses
Advertising 874
Coop - advertising 438
------------
Subtotal 1,312
Design 394
General and administrative 1,305
Selling 1,353
Selling - Retail 1,631
Distribution 1,032
------------
Total 7,027
------------
Income (Loss) before
interest and taxes (EBIT) (164)
Interest expense 571
Reorganization cost 220
------------
Pretax loss (955)
Taxes 65
------------
Net loss $ (1,020)
============
EBIT $ (164)
Depreciation 366
------------
EBITDAR $ 202
============
</TABLE>
1
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
MARCH 1999 YTD INCOME STATEMENT
(in thousands)
<TABLE>
<CAPTION>
Actual
<S> <C>
Net sales
Wholesale $ 37,167
Retail 9,344
------------
Total 46,511
Cost of sales 31,059
------------
Gross profit 15,452
% 33.2%
Operating expenses
Advertising 2,390
Coop - advertising 1,197
------------
Subtotal 3,587
Design 1,062
General and administrative 3,878
Selling 3,531
Selling - Retail 4,584
Distribution 2,796
------------
Total 19,438
------------
Loss before interest
and taxes (EBIT) (3,986)
Interest expense 1,398
Reorganization cost 520
------------
Pretax loss (5,904)
Taxes 175
------------
Net loss $ (6,079)
============
EBIT $ (3,986)
Depreciation 1,098
------------
EBITDAR $ (2,888)
============
</TABLE>
4/27/99
2
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
BALANCE SHEETS FOR THE PERIODS INDICATED
(in thousands)
<TABLE>
<CAPTION>
As of
March 30, 1999
--------------
Actual
------
<S> <C>
ASSETS
Current assets
Cash and cash equivalents $ 3,250
Accounts receivable, net 21,939
Inventories, net 67,052
Other current assets 1,024
Insurance receivable 1,397
---------
Total current assets 94,662
Property, plant & equipment, net 37,686
Other assets 4,292
=========
TOTAL ASSETS $ 136,640
=========
LIABILITIES
Current liabilities
Liabilities not subject to compromise
Current Liabilities:
Accounts payable $ 10,078
Accrued expenses 14,200
Cash collateral loan 29,637
Revolver 23,917
---------
Total current liabilities 77,832
Liabilities subject to compromise 216,315
Other liabilities 1,968
---------
TOTAL LIABILITIES 296,115
---------
EQUITY
Stock 5
Paid in capital 40,899
Accumulated deficit (194,052)
Minimum Pension Liability (248)
Year to date loss (6,079)
---------
TOTAL DEFICIT (159,475)
=========
TOTAL LIABILITIES AND DEFICIT $ 136,640
=========
</TABLE>
3
<PAGE>
MAIDENFORM WORLDWIDE, INC. & SUBSIDIARIES
MARCH 1999 YTD STATEMENT OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Actual
------
<S> <C>
OPERATING ACTIVITIES
Net loss $ (6,079)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 1,098
Pension Expense 300
Changes in operating assets and liabilities:
Decrease in accounts receivable, net 1,185
Increase in inventories, net (6,822)
Decrease in prepaid expenses and other 2,575
Decrease in accounts payable, accrued expenses,
taxes and sundry liabilities (3,596)
--------
Net cash used in operating activities (11,339)
--------
INVESTING ACTIVITIES
Additions to property, plant and equipment (Net) (1,819)
--------
Net cash used in investing activities (1,819)
--------
FINANCING ACTIVITIES
Net borrowings under revolving credit loan 11,943
--------
Net cash provided by financing activities 11,943
--------
Decrease in cash $ (1,215)
Cash and Cash Equivalents at beginning of year 4,465
--------
Cash and Cash Equivalents at end of period $ 3,250
========
</TABLE>
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