FRUEHAUF TRAILER CORP
8-K, 1997-09-23
TRUCK TRAILERS
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<PAGE>   1

           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):  August 28, 1997                 
                                ---------------  

              Fruehauf Trailer Corporation 
             ----------------------------------
  (Exact name ofregistrant as specified in its charter)

 Delaware                 1-10772                  38-2863240
- -------------            -----------              --------------
(State or other         (Commission              (I.R.S. Employer
jurisdiction of         File Number)            Identification No.)
incorporation)

   1111 Bayside Drive, Suite 160, Corona Del Mar, CA 92625    
   -------------------------------------------------------      
 (Address of principal executive offices)       (Zip code)

Registrant's telephone number, including area code: (714) 644-9665
                                                    ---------------


                 Exhibit index appears on page 4

<PAGE> 2

Item 5.  Other Events.
- ----------------------   

    Fruehauf Trailer Corporation, a Delaware corporation (the
"Corporation"), and certain of its subsidiaries filed a
voluntary petition with the United States Bankruptcy Court for
the District of Delaware (the "Bankruptcy Court") under Chapter
11 of the United States Bankruptcy Code (the "Code"), Case
Number 96-1563 (PJW), on October 7, 1996.  The Corporation is
required to file Monthly Operating Reports with the Bankruptcy
Court and the United States Trustee for the District of Delaware
pursuant to Bankruptcy Rule 2015 and the United States Trustee's
Operating Guidelines and Reporting Requirements for Chapter 11
cases.  In connection therewith, and as previously disclosed by
the Corporation in its press release dated March 31, 1997 (filed
under Form 8-K on April 14, 1997), attached hereto as Exhibit 99
is the Monthly Operating Report of the Corporation for the month
ending August 1997, filed with the Bankruptcy Court on September
23, 1997.



Item 7.  Financial Statements, Pro Forma Financial    
         Information and Exhibits       
         -----------------------------------------  
         ( c ) Exhibits.

               99.1  Monthly Operating Report of the Corporation
                     for the month of August 1997.

<PAGE>   3

                      SIGNATURE
                      ---------  

     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.

                                 FRUEHAUF TRAILER CORPORATION

Date:  September 23, 1997        By: /s/ James Wong
       ------------------            ------------------- 
                                     James Wong                 
                                     Chief Financial Officer    
                                     (Duly Authorized Officer)

<PAGE>   4

                         EXHIBIT INDEX
                         -------------  

                                                      Pagination by
                                                       Sequential
                                                       Numbering 
Exhibit         Description of Exhibit                   System
- --------        ----------------------               ------------   

99.1            Monthly Operating Report                  5     
                of the Corporation for 
                August 1997




  OFFICE OF THE U.S. TRUSTEE - REGION 3
   MONTHLY REPORTING REQUIREMENTS
      For the month of August 1997


Debtor Name:  Fruehauf Trailer Corporation 
Case Number:  96-1563 (PJW)

    Explanation         Document   Previously   Explanation
 Required Documents     Attached   Submitted     Attached
 ------------------     --------   ----------    --------

Condensed Statement
  of Operations             X

Condensed Balance Sheet	    X

Statement of Cash 
Receipts and Disbursements  X

Statement of Aged 
Receivables                 X

Statement of Aged Payables  X

Statement of Operations,
Taxes, Insurance and  
Personnel                   X

Tax Receipts                X

Other Documentation as
required by the Trustee     X



The undersigned individual certifies under penalty of perjury
(28 U.S.C. section 1746) that to the best of the individual's
knowledge, the documents appended are true and correct.

By: /s/ James Wong              Date: Aug. 25, 1997
   ----------------                  -------------- 
   James Wong    
   Chief Financial Officer


<PAGE>  2

     OFFICE OF THE U.S. TRUSTEE - REGION 3
        MONTHLY REPORTING REQUIREMENTS
          For the month of August 1997


Debtor Name:  Fruehauf Trailer Corporation  
Case Number:  96-1563 (PJW)


On April 16, 1997,  Fruehauf Trailer Corporation ("FTC" or "the
Debtor") completed the sale of all of its domestic operations
and operating assets to Wabash National Corporation ("the Asset
Sale").  In conjunction with the Asset Sale, the number of FTC
employees was reduced from 1,185 to five full time equivalents
("FTEs").  None of these five FTEs were employees of FTC prior
to the Asset Sale.  In addition, the historical records,
including accounting records, were included with the assets
sold.  Therefore, without such historical records and
institutional memory, FTC has been unable to prepare accurate
and meaningful financial statements prior to June 1, 1997. 

On June 1, 1997 the remaining assets and financial documents
were transferred from Indianapolis, Indiana to the current FTC
headquarters located in Corona del Mar, California.  Henceforth,
the Debtor began "fresh start" accounting procedures and
financial statements.  The Debtor, to the best of its ability
and utilizing the information available, has attempted to
reconstruct and substantiate such financial statements.  The due
diligence involved in preparation of the "fresh start" financial
documents includes: closing and reconciling bank accounts;
consolidating and negotiating more favorable insurance coverage,
including seeking potential refunds; seeking potential
environmental recoveries from various state funds; assessing
valuations on the various properties that remain with the
Debtor; and verifying and scheduling the numerous payables
outstanding.  The Debtor continues to receive invoices for
services rendered and/or goods received for the period
subsequent to filing bankruptcy and prior to the Asset Sale
(between October 8, 1996 and April 16, 1997).  In addition, the
Debtor continues to receive various refunds of monies from tax
authorities and other entities, albeit at de minimus amounts. 
Thus, the financial statements as contained herein may be
subject to modification due to the aforementioned effects or
other causes not currently known.  In addition, the financial
statements contained herein are unaudited.

(continued)

<PAGE>  3

   OFFICE OF THE U.S. TRUSTEE - REGION 3
      MONTHLY REPORTING REQUIREMENTS
        For the month of August 1997


Debtor Name:  Fruehauf Trailer Corporation  
Case Number:  96-1563 (PJW)



The August 1997 financial statements have been restated to
reflect additional and more accurate information with respect to
certain assets of the Debtor.  Due to such modifications, a cash
flows statement will not reflect accurate data, and thus will
not be presented.

Due to the lack of accounting data, no material change in
financial activity and lack of any information to the contrary,
and in the interests of consolidating administrative functions,
no additional documentation will be provided related to the
following entities: 

Debtor Name:                                  Case Number:
- ------------                                  ------------

Maryland Shipbuilding & Drydock Company       96-1564 (PJW) 
Jacksonville Shipyards, Inc.	                 96-1565 (PJW) 
Fruehauf Corporation                          96-1567 (PJW)  
FGR, Inc.                                     96-1568 (PJW)  
The Mercer Co.                                96-1569 (PJW) 
Deutsche-Fruehauf Holding Corporation         96-1570 (PJW)  
MJ Holdings, Inc.	                            96-1571 (PJW)  
E.L. Devices, Inc.                            96-1572 (PJW)


Management shall again provide detailed reporting should any
future material financial activity occur in any or all of the
respective reporting entities.

<PAGE>  4
         OFFICE OF THE U.S. TRUSTEE - REGION 3
          CONDENSED BALANCE SHEET - UNAUDITED
          For The Month Ending August 31, 1997
                (Dollars in Thousands)


Debtor Name:    Fruehauf Trailer Corporation 
Case Number:    96-1563(PJW)


<TABLE>
<CAPTION>
                                8/31/97   7/31/97   6/30/97
                                -------   -------    -------
<S>                            <C>       <C>        <C> 

ASSETS
  Current Assets
     Cash & Short-term 
     investments                $ 6,888   $   461    $   599
     Restricted cash              1,337       450      1,269
     Miscellaneous receivables      199        29         58
     Environmental receivables      250       249        249
     Insurance refunds            2,854     2,854      2,654
     Prepaid expenses               206       510        510
                                -------   -------    -------
  Total Current Assets           11,734     4,553      5,339

  Other Assets
     Investment in Fruehauf
     de Mexico subsidiary         1,500     1,350      1,200
     Wabash common stock (1)     11,200    12,750     12,750
     Wabash preferred stock(2)   16,368    13,200     13,200
     Jacksonville Note
     Receivable, net (3)          3,777     1,000      1,000
     Kearney Note 
     Receivable, net (4)          1,710     1,000      1,000
     Property held for sale         440       440        440
                                -------   -------    -------

  Total Other Assets             34,995    29,740     29,590
                                -------   -------    -------

Total Assets                    $46,729   $34,293    $34,929
                                =======   =======    =======

</TABLE>

(1)   Between July 29, 1997 and August 12, 1997, the Debtor sold
600,000 shares of Wabash common stock at an average share price
of $28.03, less a 7% brokerage fee to Merrill Lynch for
executing the transactions.  Net proceeds to the Debtor were
$15.6 million, of which $8.3 million was used to repay the BofA
DIP facility.  The $11.2 million balance reflects the remaining
400,000 shares at an average price of $28.00 per share.

(2)   The principal value of the Wabash Preferred Stock is $17.6
million.  Based upon the transaction fee for executing the
Wabash common stock, management has revised its estimate of the
net proceeds available to the Debtor.

(3)   Represents the current outstanding balance of the
Jacksonville note.

(4)   Represents the current outstanding balance of the Kearney
note.

<PAGE>  4

         OFFICE OF THE U.S. TRUSTEE - REGION 3
          CONDENSED BALANCE SHEET - UNAUDITED
          For The Month Ending August 31, 1997
                (Dollars in Thousands)

Debtor Name:    Fruehauf Trailer Corporation 
Case Number:    96-1563(PJW)


<TABLE>
<CAPTION>
                                8/31/97   7/31/97    6/30/97
                                -------   -------    -------
<S>                            <C>       <C>        <C> 

LIABILITIES & EQUITY
  Current Liabilities   
     Accounts payable           $ 1,781     1,688      2,761
     Accrued interest                 0       204          0
     Accrued professional fees    1,000     1,642      1,736
                                -------   -------    -------
  Total Current Liabilities       2,781     3,534      4,497

  Long-term Liabilities
     B of A DIP loan                  0     7,518      6,904
                                -------   -------    -------
     Total Liabilities Not 
     Subject to Compromise        2,781    11,052     11,401

Liabilities Subject
 to Compromise:
  Accounts payable               33,640    33,640     33,640
  Long-term debt                 60,390    60,390     60,390
  Accrued interest                4,330     4,330      4,330
  Retiree healthcare benefits    23,105    23,105     23,105
  Intercompany accounts payable  62,201    62,201     62,201
  Other liabilities              24,440    24,440     24,440
                                -------   -------    -------
    Total Liabilities Subject
    to Compromise               208,106   208,106    208,106
                                -------   -------    -------
  Total Liabilities             210,887   219,158    219,507

EQUITY
   Opening Equity Balance      (162,530) (184,237)  (184,176)
   Net loss                      (1,628)     (628)      (402)
                                -------   -------    -------
   Total Equity                (164,158) (184,865)  (184,578)

Total Liabilities & Equity      $46,729   $34,293    $34,929
                                =======   =======    ======= 
</TABLE>

<PAGE>  5
         OFFICE OF THE U.S. TRUSTEE - REGION 3
      CONDENSED STATEMENT OF OPERATIONS - UNAUDITED
           For The Month Ending August 31, 1997  
                (Dollars in Thousands)

Debtor Name:    Fruehauf Trailer Corporation 
Case Number:    96-1563(PJW)

<TABLE>
<CAPTION>
                                8/31/97   7/31/97    6/30/97
                                -------   -------    -------
<S>                            <C>       <C>        <C> 
Sales                             $   0     $   0      $   0

Other income (1)                     65        15        198 

Cost of Goods Sold                    0         0          0
                                 ------    -------    -------
  Gross Margin                       65        15        198

Sales, General and 
Administrative                      295       156         91 
Insurance and Insurance claims       26        42        102
                                 ------    -------    -------
Income (loss) from operations      (256)     (183)         5

Interest expense                    236        64         60
Equity income (loss) in 
Fruehauf  de Mexico                  47        34        (76)
Other                                 0         0          0
                                  -----    -------    -------
Income (loss) before
  reorganization items             (445)     (213)      (131)

Reorganization items:
  Professional and other fees
     of bankruptcy                1,183       381        371
  Gain (loss) on disposition
     of assets                        0         0        (50)
                                 ------    -------    -------
  Total Reorganization Items      1,183       381        321

  Income (loss) before
    income taxes                 (1,628)     (594)      (452)

Provision for income taxes            0         0          0
                                 ------    -------    -------
Net Loss                        ($1,628)    ($594)     ($452)
                                 ======    =======    ======= 
</TABLE>

(1)    Other Income includes interest income, state tax refunds
and miscellaneous refunds.

<PAGE>   6

         OFFICE OF THE U.S. TRUSTEE - REGION 3
      CONDENSED STATEMENT OF CASH FLOW - UNAUDITED
           For The Month Ending August 31, 1997 
                 (Dollars in Thousands)


Debtor Name:    Fruehauf Trailer Corporation 
Case Number:    96-1563(PJW)


None.


<PAGE>  7

      OFFICE OF THE U.S. TRUSTEE - REGION 3
          STATEMENT OF AGED RECEIVABLES 
          For the month of August 1997


Debtor Name:   Fruehauf Trailer Corporation 
Case Number:   96-1563 (PJW)


The Debtor sold all of its trade accounts receivables in
conjunction with the Wabash sale on April 16, 1997.  However, 
the Debtor continues to receive miscellaneous state tax refunds,
bank fee refunds and other de minimus refunds.  These amounts
are currently estimated at fifty thousand dollars.  The Debtor
does not currently have any other material accounts receivables.


<PAGE>   8

         OFFICE OF THE U.S. TRUSTEE - REGION 3
               STATEMENT OF AGED PAYABLES
           For The Month Ending August 31, 1997
                (Dollars in Thousands)


Debtor Name:    Fruehauf Trailer Corporation  
Case Number:    96-1563(PJW)

<TABLE>  
<CAPTION>
DESCRIPTION      0-30 Days  31-60 Days  61-90 Days  91+ Days  Total
- -------------    ---------  ----------  ----------  --------  -----
<S>             <C>        <C>         <C>         <C>       <C>

Post-Petition
Trade Payables
10/7/96 -
4/16/97 (1)      $      0     $    0      $     0   $317,586 $317,586

4/16/97 -
7/31/97 (2)        21,065          0            0          0   21,065
                 --------   --------     --------   -------- --------
Total Post-
Petition Trade
Payables          $21,065     $    0      $     0   $317,586 $338,651


Other 
Professional
Fees                    0          0            0          0  842,643


Post-Petition  
Professional 
Fees
- -------------

Alvarez &  
Marsal                  0          0            0          0        0 
ARP Associates     19,000     24,420            0          0   43,420
ATC Group  
Services            1,036          0        2,081     17,187   20,304
Carson &  
Fischer                 0          0            0          0        0
Ernst & Young      28,371          0            0     41,716   70,087
Hampton Human 
Resources           1,722          0       19,685          0   21,407
Haynes & Boone     82,701     22,247            0     75,452  180,400
IBJ Schroder/  
Hughes Hubbard          0        978            0          0      978
Jones, Day         90,814          0            0    112,831  203,645
Logan & Co.        24,567      4,239            0          0   28,806
Morris Nichols      2,853          0            0          0    2,853
O'Melveny &  
Meyers                  0          0            0          0        0
Policano &  
Manzo                   0          0            0          0        0
Price Waterhouse        0     17,022            0          0   17,022
Richard Layton          0          0            0          0        0
Saul, Ewing         2,393        450            0          0    2,843
Stroock, Stroock
 &  Lavan           6,237      1,465            0          0    7,702
Walsh &   
Monzack                42        105            0          0      147
Young, Conaway          0          0            0          0        0
                  -------     ------      -------    -------   -------

Total Post-
Petition  
Professional  
Fees             $259,736    $70,926      $21,766   $247,186  $599,614

TOTAL 
POSTPETITION  
PAYABLES         $280,801    $70,926      $21,766   $564,772  $1,780,908
                 ========   ========     ========   ========  ==========

</TABLE>
(1)    Represents amounts due vendors and suppliers of goods and
services to the Debtor subsequent to the filing and prior to the
Asset Sale.  Debtor is currently verifying all trade payables
and is scheduling/paying claims on a continuous basis; however,
it cannot at this time apply a precise aging schedule for each
individual trade claim.

(2)    Represents on-going amounts due vendors and suppliers.

<PAGE>   9

         OFFICE OF THE U.S. TRUSTEE - REGION 3 
  STATEMENT OF OPERATIONS, TAXES, INSURANCE AND PERSONNEL
              For the month of August 1997

Debtor Name:   Fruehauf Trailer Corporation 
Case Number:   96-1563 (PJW)



Status of Postpetition Taxes
- ----------------------------


See Tax Receipts.





Payments to Insiders
- --------------------

 Payee Name        Position       Nature of Payment   Amount
- -----------        --------       -----------------   ------

Chriss Street   Chairman and CEO    Wages (A)        $20,769
Chriss Street   Chairman and CEO    Travel and Other
                                    Expenses           4,549
James Wong      CFO, Treasurer      Wages (A)          6,000
James Wong      CFO, Treasurer      Travel and Other        
                                    Expenses           6,180
Worth Frederick Vice President      Wages (A)          6,923
Worth Frederick Vice President      Travel and Other         
                                    Expenses           3,030
Courtney Watson Corporate Secretary Wages (A)          4,230
Courtney Watson Corporate Secretary Travel and Other
                                    Expenses             455


 (A)  Wages represent gross wages paid for the periods ended
August 8, 1997 and August 22, 1997.

<PAGE>   10

Payments to Professionals
- -------------------------

August 1997

                             Date of
                              Court   Invoices  Invoices Balance 
 Name and Relationship       Approval  Received   Paid     Due
- ----------------------       --------  --------  ------- -------

Debtor's Counsel
- ----------------

Jones, Day, Reavis & Pogue   10/8/96    $90,814   $   0   $90,814 
Morris, Nichols, Arsht
 & Tunnel                    10/8/96      2,853       0     2,853
Carson &  Fischer           11/18/96          0       0         0



Debtor's Accountants
- --------------------

Price Waterhouse LLP         10/8/96         N/A      0       N/A



Madeleine LLC Counsel
- ---------------------

O'Melveny & Meyers LLP        (D)             0       0        0 
Richards, Layton & Finger     (D)             0       0        0



Madeleine LLC Advisor
- ---------------------

Policano & Manzo LLC          (E)             0       0        0



Creditors' Committee Counsel
- ----------------------------

Stroock, Stroock & Lavan  11/18/96       6,237       0    6,237 
Saul, Ewing, Remick  
& Saul                      (F)          2,393       0    2,393


Creditors' Committee Advisors
- -----------------------------

Ernst & Young LLP           (F)         28,371       0   28,371



Bondholders' Committee Counsel
- ------------------------------

Haynes & Boone             11/1/96      82,701       0   82,701
Young, Conaway, Stargatt 
 & Taylor                  11/1/96           0       0        0



Indenture Trustee & Counsel
- ---------------------------

IBJ Schroder Bank & 
Trust / Hughes, Hubbard
 & Reed                    11/1/96           0       0        0



Other
- -----

ARP                                     19,000       0    19,000
Hampton Human Resources                  1,722       0     1,722
Alvarez & Marsal, Inc.(G)  10/9/96           0       0         0
Logan & Company, Inc.      10/8/96      24,567       0    24,567
ATC Group Services         N/A               0       0         0
Walsh & Mongack            N/A              42       0        42


<PAGE>   11

(A)  Jones, Day, Reavis & Pogue received a retainer in the
amount of $150,000.  The retainer payment made in October 1996
is not considered in the determination of the balance due.

(B)  Morris, Nichols, Arsht & Tunnel received a retainer in the
amount of $25,000.  The retainer payment made in October 1996 is
not considered in the determination of the balance due. 

(C)  Price Waterhouse LLP received a retainer in the amount of
$75,000.  The retainer payment made in October 1996 is not
considered in the determination of the balance due.

(D)  O'Melveny & Meyers LLP and Richards , Layton & Finger did
not submit a formal retention application. Rather, the
requirement to pay their fees is set forth in the terms of the
debtor-in-possession lending facility with Madeleine LLC. 

(E)  Policano & Manzo LLP did not submit a formal retention
application. Rather, the requirement to pay their fees is set
forth in the terms of the debtor-in-possession lending facility
with Madeleine LLC. 

(F)  The formal order regarding the retention of Saul, Ewing,
Remick & Saul and Ernst & Young LLP by the Official Creditors'
Committee had not been entered in the court docket as of the
date of this submission.  The date of the court approval will be
included once the order is entered in the court docket.

(G)  The Alvarez & Marsal, Inc. engagement letter required a
retainer in the amount of $125,000.  The retainer payment made
in October 1996 is not considered in the determination of the
balance due.



Adequate Protection Payments
- ----------------------------

None.



Insurance
- ---------

The debtor has negotiated more favorable coverage, terms and
rates with respect to insurance coverage; it has replaced
Protection Mutual and Travelers Insurance with Utica Mutual
Insurance Company. 



Personnel
- ----------

The Debtor's number of employees at August 31, 1997 remains
unchanged at five full time equivalents.

<PAGE>   12

        OFFICE OF THE U.S. TRUSTEE - REGION 3
                    TAX RECEIPTS
              For the month of August 1997


Debtor Name:   Fruehauf  Trailer Corporation  
Case Number:   96-1563 (PJW)


Federal, State and Local Income Taxes
- -------------------------------------

The Company believes that it experienced a net operating loss
for the year ended December 31, 1996.  As such, the Debtor
believes that no estimated federal, state or local income tax
payments are due for 1996.



Federal Excise Taxes
- ---------------------

The undersigned hereby represents that to the best of my
knowledge, Fruehauf Trailer Corporation is current on all
postpetition federal excise taxes.

/s/James Wong
- ------------------
James Wong  
Chief Financial Officer



State and Local Sales Taxes
- ---------------------------

The undersigned hereby represents that to the best of my
knowledge, Fruehauf Trailer Corporation is current on all
postpetition state and local sales taxes.


/s/ James Wong
- -----------------
James Wong   
Chief Financial Officer

<PAGE>    13

Payroll Withholding and Other Taxes
- ------------------------------------

The undersigned represents that to the best of my knowledge with
respect to remittance of payroll withholding taxes, the Debtor
is current on all postpetition federal, state and local
withholding and other taxes.


/s/ James Wong
- ------------------
James Wong  
Chief Financial Officer


Real and Personal Property Taxes
- ---------------------------------

The Debtor is conducting an evaluation of real and personal
property taxes as to the propriety of taxes being prepetition or
postpetition and preparing a calendar for payment of what is
determined to postpetition taxes.  While the undersigned is
currently not aware of any postpetition real and personal
property taxes past due, the undersigned is not aware of
delinquent postpetition real and personal property taxes.

/s/ James Wong
- ------------------
James Wong  
Chief Financial Officer

<PAGE>   14

         OFFICE OF THE U.S. TRUSTEE - REGION 3
    OTHER DOCUMENTATION AS REQUIRED BY THE TRUSTEE 
              For the month of August 1997


Debtor Name:   Fruehauf Trailer Corporation  
Case Number:   96-1563 (PJW)


QUESTIONAIRE                                        YES  NO
- -------------                                       ---   --

1.  Have any assets been sold or transferred              X
    outside the normal course of business this 
    reporting period?

2.  Have any funds been disbursed from any account
    other than a debtor in possession account?            X(1)

3.  Are any postpetition receivables (accounts,
    notes or loans) due from related parties? 	          X(2)

4.  Have any payments been made on prepetition 
    liabilities this reporting period?                     X(3)

5.  Have any postpetition loans been received by 
    the debtor from any party?                             X(4)

6.  Are any postpetition payroll taxes due?                X(5)

7.  Are any postpetition state or federal income

    taxes past due?                                        X(5)

8.  Are any postpetition real estate taxes due?	           X(5)

9.  Are any other postpetition taxes due?	                 X(5)

10. Are any amounts owed to postpetition creditors
    past due?                                              X

11. Have any prepetition taxes been paid during the
    reporting period?                                      X

12. Are any wage payments past due?                        X

<PAGE>   15

1. Pursuant to the Motion and Order of Debtors and Debtors in
Possession for an Order (A) Approving Centralized Cash
Management System, Use of Existing Bank Accounts and Business
Forms and (B) According Priority Status To All Postpetition
Intercompany Claims, the Debtors were authorized to continue to
maintain the Prepetition Bank Accounts, as they may be modified
pursuant to the terms of the DIP Agreement.  As of June 1, 1997
the Debtor consolidated and re-located its corporate
headquarters to Corona del Mar, California.  The Debtor has
closed or is in the process of closing and consolidating the 44
bank accounts it has been using prior to the April 16, 1997
transaction.  The Debtor anticipates using five bank accounts
going forward.

2. Effective April 15, 1997 all retiree health care benefits
were terminated with the COBRA provision extended through April
25, 1997.  Prior to the termination, retiree health care
benefits were paid centrally at the Debtor's home office level.

3. Pursuant to the Motion and Order of Debtors and Debtors in
Possession for an Order Authorizing Them to (A) Pay Prepetition
Employee Wages, Salaries and Related Item; (B) Reimbursable
Prepetition Business Expenses; (C ) Make Payments For Which
Payroll Deductions Were Made; (D) Make Prepetition Contributions
and Pay Benefits Under Employee Benefit Plans; and (E) Pay All
Costs and Expenses Incident to the Foregoing Payments and
Contributions and pursuant to the Motion and Order of Debtors
and Debtors in Possession Authorizing Them to Honor Certain
Prepetition Obligations to Customers, the Debtor has paid
certain  prepetition employee compensation liabilities and the
Debtor has continued to honor, at its sole discretion,
prepetition obligations to customers, including the provision of
warranty service.

4. The Debtor, together  with its affiliated debtors, entered
into a debtor-in-possession lending facility with Madeleine,
LLC, and affiliate of Cerberus Partners LP.  In connection with
the sale of the operating assets this DIP lending facility was
repaid and a new facility was established with the Bank of
America as of April 16, 1997.

5. See detailed discussion of tax status under Tax Receipts.

<PAGE>   16

          OFFICE OF THE U.S. TRUSTEE - REGION 3
              MONTHLY REPORTING REQUIREMENTS
                For the month of August 1997


Debtor Name:   Fruehauf International Limited  
Case Number:   96-1566 (PJW)



  Explanation           Document   Previously   Explanation
Required Documents      Attached   Submitted     Attached
- ------------------      --------   ----------    --------

Condensed Statement
   of Operations            X

Condensed Balance Sheet	    X

Statement of Cash
Receipts and Disbursements  X

Statement of Aged 
Receivables                 X

Statement of Aged Payables  X

Statement of Operations, 
Taxes, Insurance and 
Personnel                   X

Tax Receipts                X

Other Documentation as 
required by the Trustee     X


The undersigned individual certifies under penalty of perjury
(28 U.S.C. section 1746) that to the best of the individual's
knowledge, the documents appended are true and correct.


By: /s/ James Wong              Date: Aug. 25, 1997
   ----------------                  --------------
    James Wong  
    Chief Financial Officer

<PAGE>  17

         OFFICE OF THE U.S. TRUSTEE - REGION 3
          CONDENSED BALANCE SHEET - UNAUDITED
           For The Month Ending August 31, 1997
                (Dollars in Thousands)

Debtor Name:    Fruehauf International Limited  
Case Number:    96-1566(PJW)

<TABLE> 
<CAPTION>
                                    Month     Month     Month
                                    Ended     Ended     Ended
                                   8/31/97   7/31/97   6/30/97
                                   -------   -------   -------
<S>                               <C>        <C>      <C>
ASSETS
  Current Assets
    Cash                           $     0    $    0    $     0
    Intercompany accounts
      receivable                    23,116    23,116     23,116
    Trade accounts receivable        1,476     1,476      1,476
    Other current assets                 0         0          0
                                   -------    -------    ------
  Total Current Assets              24,592     24,592    24,592

Restricted cash                        299        299       299
Other assets and deferred charges     (260)      (260)     (260) 
Investment in Fruehauf Corp.        18,783     18,783    18,783 
Investment in Deutsche-Fruehauf
  Holding                            2,395      2,395     2,395 
Investment in Fruehauf de Mexico    (2,324)    (2,371)   (2,405)
                                   -------    -------    ------
  Total Assets                     $43,485    $43,438   $43,404
                                   =======    =======    ======

LIABILITIES & STOCKHOLDERS'  
DEFICIT

Not Subject to Compromise:
- --------------------------

   Intercompany accounts payable         0          0         0
   Other liabilities                     0          0         0
                                    -------    -------   ------
Total Not Subject to Compromise          0          0         0

Subject to Compromise:
- ----------------------
  Other liabilities                    110        110       110
                                    -------    -------   ------
Total Subject to Compromise            110        110       110

STOCKHOLDERS' DEFICIT               43,375     43,328    43,294
                                    -------    -------   ------
Total Liabilities and 
Stockholders' Deficit              $43,485    $43,438   $43,404
                                   =======    =======   =======
</TABLE>

<PAGE>  18

         OFFICE OF THE U.S. TRUSTEE - REGION 3
      CONDENSED STATEMENT OF OPERATIONS - UNAUDITED
           For The Month Ending August 31, 1997
                (Dollars in Thousands)


Debtor Name:    Fruehauf International Limited  
Case Number:    96-1566(PJW)

<TABLE>
<CAPTION>
                                8/31/97   7/31/97    6/30/97
                                -------   -------    ------
<S>                            <C>        <C>      <C>
Sales                            $   0      $   0      $  0  
Cost of Goods Sold                   0          0         0
                                ------     ------    ------   
Gross Margin                         0          0         0

Engineering, selling and 
administrative expenses              0          0         0
                                ------     ------    ------
Income (loss) from operations        0          0         0

Interest expense                     0          0         0
Other: Earnings/(loss) from
       Mexico operations            47         34       (76)
                                ------      -----    ------
   Income (loss) before
   reorganization items             47         34       (76)

Reorganization items:
  Professional and other fees
    of bankruptcy                    0          0         0
  Gain (loss) on disposition
    of assets                        0          0         0
                                ------      -----    ------
  Total Reorganization Items         0          0         0

  Income (loss) before
    income taxes                    47         34       (76)

Provision for income taxes           0          0         0
                                ------      -----    ------
  Net Income (loss) before
    Extraordinary item             $47        $34      $(76)
                                ======      =====    ======
</TABLE>

<PAGE>   19 

          OFFICE OF THE U.S. TRUSTEE - REGION 3
       STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
              For the month of August 1997


Debtor Name:   Fruehauf International Limited  
Case Number:   96-1566 (PJW)


Cash Receipts
- -------------

None.



Cash Disbursements
- ------------------

None.


<PAGE>   20

         OFFICE OF THE U.S. TRUSTEE - REGION 3
             STATEMENT OF AGED RECEIVABLES
              For the month of August 1997


Debtor Name:   Fruehauf International Limited  
Case Number:   96-1566 (PJW)


Fruehauf International Limited has no trade receivables.
Fruehauf International Limited accounts receivable at the end 
of the reporting period consists solely of royalty receivable
amounts due from Fruehauf de Mexico S.A. de C.V.

<PAGE>   21

         OFFICE OF THE U.S. TRUSTEE - REGION 3 
              STATEMENT OF AGED PAYABLES
              For the month of August 1997


Debtor Name:   Fruehauf International Limited  
Case Number:   96-1566 (PJW)



None.


<PAGE>   22

          OFFICE OF THE U.S. TRUSTEE - REGION 3
   STATEMENT OF OPERATIONS, TAXES, INSURANCE AND PERSONNEL 
              For the month of August 1997


Debtor Name:   Fruehauf International Limited  
Case Number:   96-1566 (PJW)



Status of Postpetition Taxes
- ----------------------------

See Tax Receipts.



Payments to Insiders
- --------------------

None.



Payments to Professionals
- -------------------------

None.



Adequate Protection Payments
- ----------------------------

None.



Insurance
- ---------

Not Applicable.



Personnel
- ---------

Fruehauf International Limited had no employees at the 
beginning and end of the reporting period.  Its only operating
subsidiary, Fruehauf de Mexico S.A. de C.V., has approximately
290 employees.

<PAGE>   23   

      OFFICE OF THE U.S. TRUSTEE - REGION 3 
                   TAX RECEIPTS
            For the month of August 1997


Debtor Name:   Fruehauf International Limited  
Case Number:   96-1566 (PJW)



None.

<PAGE>   24

         OFFICE OF THE U.S. TRUSTEE - REGION 3 
    OTHER DOCUMENTATION AS REQUIRED BY THE TRUSTEE
              For the month of August 1997


Debtor Name:   Fruehauf International Limited  
Case Number:   96-1566 (PJW)


QUESTIONAIRE                                        YES   NO
- -------------                                       ---   --

1.  Have any assets been sold or transferred               X
    outside the normal course of business this
    reporting period?

2.  Have any funds been disbursed from any account
    other than a debtor in possession account?             X

3.  Are any postpetition receivables (accounts,
    notes or loans) due from related parties? 	           X

4.  Have any payments been made on prepetition
    liabilities this reporting period?                     X

5.  Have any postpetition loans been received by
    the debtor from any party?                             X

6.  Are any postpetition payroll taxes due?                X

7.  Are any postpetition state or federal income
    taxes past due?                                        X

8.  Are any postpetition real estate taxes due?	           X

9.  Are any other postpetition taxes due?	                 X

10. Are any amounts owed to postpetition creditors
    past due?                                              X

11. Have any prepetition taxes been paid during the
    reporting period?                                      X

12. Are any wage payments past due?                        X




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