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 27, 1996
as of September 30, 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
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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
September 30, 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 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 27, 1996 By /s/ Norman R. Forson
Norman R. Forson
Senior Vice President
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UNITED MERCHANTS AND MANUFACTURERS, INC.
Two Executive Drive, Suite 780
Fort Lee NJ 07024
201-585-2100
December 3, 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 September 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.
/s/ Norman R. Forson
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
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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 SEPTEMBER 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 12-3-96 \s\ Norman R. Forson, Sr. V.P.
Signature and Title
Indicate if this is an amended statement by checking here.
AMENDED STATEMENT [ ]
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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
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REUNITED HOLDINGS, INC., D.I.P.
(formerly Victoria Creations, Inc.)
Statement of Operations (000 omitted)
MONTH OF
SEPTEMBER
1996
---------
Revenues............................................ $26
Selling, general and administrative expenses........ (34)
---------
Operating Income (Loss) ($8)
Other income (expenses):
Interest expense to Parent Company................. (160)
Interest income.................................... 13
Other income....................................... 7
Provision for income taxes......................... (1)
---------
Earnings (Loss) before Reorganization Expenses ($149)
Reorganization expenses:
Management services by Parent Company.............. (40)
Legal and other expenses........................... (83)
---------
Net Earnings (Loss) ($272)
=========
Average common shares outstanding................... 7,800
Net earnings (loss) per share....................... ($0.03)
See notes to financial statements.
2
REUNITED HOLDINGS, INC., D.I.P.
(formerly Victoria Creations, Inc.)
Balance Sheet (000 omitted)
SEPTEMBER 30
1996
---------
ASSETS
Current Assets:
Cash............................................... $3,411
Receivables........................................ 65
---------
Total Assets $3,476
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable................................... $161
Accrued expenses and other liabilities............. 1,528
---------
Total Current Liablilties $1,689
Liabilities subject to compromise:
Accounts payable................................... $3,594
Accrued expenses................................... 90
Due to Parent Company.............................. 16,364
---------
Total Liabilities Subject to Compromise $20,048
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)........................ (51,317)
---------
Total Stockholders' Equity (Deficit) ($18,261)
---------
Total Liabilities and Equity $3,476
=========
See notes to financial statements.
3
REUNITED HOLDINGS, INC., D.I.P.
(formerly Victoria Creations, Inc.)
Statement of Cash Flows (000 omitted)
MONTH OF
SEPTEMBER
1996
---------
Cash Flows from Operating Activities:
Net loss.......................................... ($272)
Add back item not requiring cash in current
period - Interest expense to Parent Company..... 160
Decrease (increase) in assets:
Accounts receivable............................. 16
Increase (decrease) in current liabilities:
Accounts payable................................ (165)
Accrued expenses and other liabilities.......... (32)
---------
Net Cash Provided (Used) by Operating Activities ($293)
Cash Flows from Investing Activities................ 0
Cash Flows from Financing Activities................ 0
---------
Net Increase (Decrease) in Cash ($293)
Cash at beginning of period......................... 3,704
---------
Cash at End of Period $3,411
=========
----------
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 September 30, 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 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.
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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
amount shown as provision for income taxes in the statement of operations
is for state and local taxes.
Note D - Sale of Assets
As reported in the Company's financial statements as of and for the year
ended June 30, 1996 and the month ended July 31, 1996, 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.
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