REUNITED HOLDINGS INC
8-K, 1996-12-17
COSTUME JEWELRY & NOVELTIES
Previous: DREYFUS TREASURY CASH MANAGEMENT, 497, 1996-12-17
Next: STRATEGIA CORP, SC 13D/A, 1996-12-17






                    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 16, 1996
                                                   as of July 31, 1996



                          REUNITED HOLDINGS, INC.
            (Exact Name of Registrant as Specified in Charter)


           Rhode Island                0-15238              05-0301429    
   (State or Other Jurisdiction      (Commission        (I.R.S. Employer  
         of Incorporation)           File Number)      Identification No.)


     Two Executive Drive, Fort Lee, NJ                       07024-3308   
  (Address of Principal Executive Offices)                   (Zip Code)   


Registrant's telephone number, including area code            201-585-2100

























                                     1

<PAGE>
Item 5. Other Events.

As reported in Registrant's Quarterly Report on Form 10-Q for the quarter 
ended December 31, 1995 filed February 26, 1996, the Registrant and its 
parent company, United Merchants and Manufacturers, Inc., each filed 
petitions for reorganization relief under Chapter 11 of the United States  
Bankruptcy Code on February 22, 1996.  Registrant is continuing to operate 
its business as debtor-in-possession while the reorganization case is 
pending.  Registrant and its parent company are in the process of 
evaluating their businesses and formulating a plan or plans of 
reorganization.

Registrant and its parent company requested that the Securities and 
Exchange Commission allow them to follow a modified reporting procedure in 
lieu of the periodic reports required under the Securities Exchange Act of 
1934, as amended.  The Commission granted the Registrants' request.  
Therefore, the Registrants will file, under cover of Form 8-K, the 
financial reports and schedules that are filed with the Bankruptcy Court.  
Included herewith, Registrant is filing the cover letter, certificate and 
verified financial statements/operating reports for the month ended July 
31, 1996 as filed with the Bankruptcy Court.  As soon as practical, 
Registrant will file the monthly verified financial statements/operating 
reports for each of the months of August, September, October and November 
1996 and, as due, future monthly reports.

                                SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.

                                    Reunited Holdings, Inc.
                                    (formerly Victoria Creations, Inc.)




Date December 16, 1996              By /s/ Norman R. Forson
                                       Norman R. Forson
                                       Senior Vice President

<PAGE>
                 UNITED MERCHANTS AND MANUFACTURERS, INC.
                      Two Executive Drive, Suite 780
                             Fort Lee NJ 07024
                               201-585-2100
November 14, 1996

United States Bankruptcy Court
Southern District of New York
Attn: Office of the Clerk
Alexander Hamilton Customs House
One Bowling Green
New York NY 10004-1408

In re:  United Merchants and Manufacturers, Inc. and Victoria Creations, 
        Inc., Debtors, Jointly Administered Chapter 11 Case No. 96 B 
        40941 (AJG)

Enclosed herewith is a copy of the verified financial statements/operating 
reports for the month of July 1996.  My letter dated October 30, 1996 
explained the reasons these financial statements were delayed.

I have previously sent you the schedule of and receipts for Federal, 
state, and local taxes withheld and paid for the fiscal months of July, 
August and September 1996.  

The companies do not make sales subject to sales tax.  

All property taxes due and payable have been paid.

All insurance policies, including for workers compensation and disability, 
have been paid for the current period.



UNITED MERCHANTS AND MANUFACTURERS, INC., D.I.P.
VICTORIA CREATIONS, INC., D.I.P.



by Norman R. Forson, Senior Vice President

cc: U.S. Department of Justice
    Office of the United States Trustee
    Southern District of New York
    Attn: Goodwin Benjamin, Esquire
    80 Broad Street, 3rd Floor
    New York NY 10004

    Zalkin, Rodin & Goodman LLP
    Attn: Andrew D. Gottfried, Esquire
    750 Third Avenue
    New York NY 10017

    Skadden, Arps, Slate, Meagher & Flom
    Attn: Michael L. Cook, Esquire
    919 Third Avenue
    New York NY 10022-3897


<PAGE>





UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

in re
                                                 CASE NO. 96 B 40941 (AJG)
                                                 CHAPTER 11
UNITED MERCHANTS AND MANUFACTURERS, INC. AND
  REUNITED HOLDINGS, INC. (formerly VICTORIA CREATIONS, INC.), Debtors

                      MONTHLY OPERATING STATEMENT FOR
                          THE MONTH OF JULY 1996

DEBTORS' ADDRESS:
2 Executive Drive, Suite 780
Fort Lee NJ 07024

                               Monthly Disbursements - see Statement of 
                                                            Cash Flows

DEBTORS' ATTORNEY:
Michael L. Cook (MC 7887)
Lawrence V. Gelber (L 9384)
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York NY 10022-3897

                               Monthly Operating Profit - see Statement of
                                                               Operations

REPORT PREPARER:
Norman R. Forson, Senior Vice President

    This operating statement must be signed by a representative of the 
    Debtor.

    The undersigned, having reviewed the attached report and being 
familiar with the Debtors' financial affairs, verifies under penalty of 
perjury, that the information contained therein is complete, accurate and 
truthful to the best of my knowledge.




Date  11-14-96                 /s/ Norman R. Forson, Sr. V.P.    
                               Signature and Title

Indicate if this is an amended statement by checking here. 

                                          AMENDED STATEMENT [  ]
<PAGE>








                      REUNITED HOLDINGS, INC., D.I.P.
                    (formerly Victoria Creations, Inc.)

                           FINANCIAL STATEMENTS


                                   INDEX

                                                            Page    
                                                           Number

Statement of Operations...................................    2

Balance Sheet ............................................    3

Statement of Cash Flows...................................    4

Notes to Financial Statements ............................    5

































                                     1

<PAGE>


         REUNITED HOLDINGS, INC., D.I.P.
          (formerly Victoria Creations, Inc.)

         Statement of Operations  (000 omitted)






                                                              MONTH OF
                                                                JULY
                                                                1996
                                                             ---------

         Revenues............................................      $19


         Selling, general and administrative expenses........      (32)
                                                             ---------
                                     Operating Income (Loss)      ($13)

         Other income (expenses):
          Interest expense to Parent Company.................     (162)
          Interest income....................................       16
          Provision for income taxes.........................       (1)
                                                             ---------
                      Earnings (Loss) before Reorganization
                         Expenses and Loss on Sale of Assets      (160)

         Reorganization expenses:
          Management services by Parent Company..............      (80)
          Legal and other expenses...........................      (30)
                                                             ---------
                                     Earnings (Loss) before
                                      Loss on Sale of Assets     ($270)

         Loss on sale of assets..............................  (24,211)
                                                             ---------
                                                    Net Loss  ($24,481)
                                                             =========


         Average common shares outstanding...................    7,800

         Earnings (loss) per share:
          Before sale of assets..............................   ($0.03)
          Sale of assets.....................................    (3.11)
                                                             ---------
         Net Earnings (loss) per share.......................   ($3.14)
                                                             =========

         See notes to financial statements.





                                         2







         REUNITED HOLDINGS, INC., D.I.P.
          (formerly Victoria Creations, Inc.)

         Balance Sheet  (000 omitted)
                                                              JULY 31
                                                                1996
                                                             ---------
                                ASSETS
         Current Assets:
          Cash...............................................   $5,011
          Receivables........................................       63
                                                             ---------
                                                Total Assets    $5,074
                                                             =========

                 LIABILITIES AND STOCKHOLDERS' EQUITY
         Current Liabilities:
          Accounts payable...................................   $1,637
          Accrued expenses and other liabilities.............    1,458
                                                             ---------
                                   Total Current Liablilties    $3,095

         Liabilities subject to compromise:
          Accounts payable...................................   $3,593
          Accrued expenses...................................       90
          Due to Parent Company..............................   16,041
                                                             ---------
                     Total Liabilities Subject to Compromise   $19,724

         Stockholders' Equity:
          Common stock, $0.01 par value,
           authorized 10 million shares,
           outstanding 7.8 million shares....................      $58
          Additional paid-in capital.........................   32,998
          Retained earnings (deficit)........................  (50,801)
                                                             ---------
                        Total Stockholders' Equity (Deficit)  ($17,745)
                                                             ---------
                                Total Liabilities and Equity    $5,074
                                                             =========
         See notes to financial statements.













                                      3











         REUNITED HOLDINGS, INC., D.I.P.
          (formerly Victoria Creations, Inc.)

         Statement of Cash Flows  (000 omitted)


                                                              MONTH OF
                                                                JULY
                                                                1996
                                                             ---------

         Cash Flows from Operating Activities:
           Net loss.......................................... ($24,481)
           Add back item not requiring cash in current
             period - Interest expense to Parent Company.....      162
           Decrease (increase) in assets:
             Accounts receivable.............................    8,832
             Inventories.....................................   17,214
             Other current assets............................    1,533
             Goodwill........................................   19,988
             Other assets....................................      520
           Increase (decrease) in current liabilities:
             Accounts payable................................     (313)
             Accrued expenses and other liabilities..........     (262)
             Advance from buyer..............................     (500)
                                                             ---------
                   Net Cash Provided by Operating Activities   $22,693

         Cash Flows from Investing Activities:
           Dispositions of plant and equipment...............    1,117

         Cash Flows from Financing Activities:
           Decrease in secured long-term debt................  (20,535)
                                                             ---------
                                        Net Increase in Cash    $3,275


         Cash at beginning of period.........................    1,736
                                                             ---------
                                       Cash at End of Period    $5,011
                                                             =========

         ----------
         Supplemental disclosure:
           Cash payments for:
             Interest........................................       $0
             Income taxes....................................        0

         See notes to financial statements.









                                        4




REUNITED HOLDINGS, INC. (formerly Victoria Creations, Inc.), D.I.P.

Notes to Financial Statements

Note A - Basis of Presentation

The accompanying financial statements of Reunited Holdings, Inc. (formerly 
Victoria Creations, Inc.) ("Company") are unaudited, are as of and for the 
month ended July 31, 1996 and have been prepared in accordance with 
generally accepted accounting principles for interim financial 
information.  Accordingly, they do not include all of the information and 
footnotes required by generally accepted accounting principles for 
complete financial statements.  In the opinion of management, all 
adjustments (consisting of normal recurring accruals) considered necessary 
for a fair presentation have been included.  The financial statements 
reflect the sale, as of July 1, 1996, by the Company of most of its 
operating assets.  See Note D below.  The results of operations of any 
interim period are subject to year-end audit and adjustments, and are not 
necessarily indicative of the results of operations for the fiscal year.  
For further information, refer to the financial statements and footnotes 
thereto included in the Company's verified financial statements/operating 
reports for the year ended June 30, 1996 filed with the United States 
Bankruptcy Court, Southern District of New York, New York NY.

The accompanying financial statements have been prepared in conformity 
with generally accepted accounting principles applicable to a going 
concern which contemplate the realization of assets and the liquidation of 
liabilities in the normal course of business. In the event that a plan of 
reorganization (see Note B below) is not consummated, certain adjustments 
may be required to the stated amounts and classification of assets and 
liabilities.

The Company is a 79%-owned subsidiary of United Merchants and 
Manufacturers, Inc. (UM&M or Parent Company).  UM&M is a publicly-held 
company.

Note B - Petition for Reorganization under Chapter 11

On February 22, 1996, the Company and its Parent Company filed petitions 
for reorganization relief under Chapter 11 of the Bankruptcy Code in the 
United States Court for the Southern District of New York.  

Pursuant to the Bankruptcy Code, the Company is continuing to operate its 
business as debtor-in-possession while the reorganization case is 
pending.  The Company is allowed to use, and is using, its cash and other 
resources at the operating level in the ordinary course of business.

Under Chapter 11, the presentation and collection of certain prepetition 
claims against the Company are stayed.  These claims are reflected in the 
balance sheet as "Liabilities Subject to Compromise".  Liabilities subject 
to compromise are stated at the Company's carrying value and not at the 
amounts for which the claims may be settled.  The statement of cash flows 
reflects changes in applicable liabilities before the reclassification of 
such amounts to Liabilities Subject to Compromise.  


                                     5


<PAGE>


Additional claims (liabilities subject to compromise) may arise resulting 
from rejection of executory contracts, including leases, and may be 
determined by the court (or agreed to by the parties in interest) for 
contingencies and other disputed amounts.    

Subsequent to June 30, 1996, the Pension Benefits Guaranty Corporation and 
Internal Revenue Service each filed claims in bankruptcy for significant 
amounts against the Parent Company and took the position that such claims 
were guaranteed by the Company.  The Company and the Parent Company both 
dispute the indication that the Company is a guarantor of such claims.

Note C - Income Taxes

The Company has net operating loss carryforwards to offset earnings.  The 
amounts shown as provision for income taxes in the statement of operations 
are for state and local taxes.

Note D - Sale of Assets

Under order of the Bankruptcy Court, effective July 1, 1996, the Company 
sold most of its operating assets as a "going concern" for proceeds of 
approximately $5.5 million in cash and the assumption by the buyer of 
$19.55 million of the Company's liability to its senior secured lender.  
The Company simultaneously used a portion of the cash proceeds to payoff 
the balance owed to the senior secured lender.  The sale resulted in a 
non-cash loss of approximately $24.2 million.  Subsequent to the sale, the 
Company continues to own and operate a design studio providing design 
services for the high-quality-costume-jewelry and fashion-jewelry 
industries. 



























                                     6


<PAGE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission