<PAGE> 1<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 30, 1997
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Fruehauf Trailer Corporation
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(Exact name of registrant 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)
111 Monument Circle, Suite 3200, Indianapolis, Indiana 46204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(317)630-3000
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Exhibit Index Appears on Page 4
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<PAGE> 2
Item 5. Other Events.
Fruehauf Trailer Corporation, a Delaware corporation
(the "Corportation"), 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 State 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 March 1997, filed with the
Bankruptcy Court on April 30, 1997.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
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( c ) Exhibits.
99.1 Monthly Operating Report of the Corporation for
the month of April 1997.
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SIGNATURE
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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: April 30, 1997 By:/s/James Wong
------------------
James Wong
Corporate Financial Officer
(Duly Authorized Officer)
<PAGE>
<PAGE> 4
EXHIBIT INDEX
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Pagination by
Sequential
Numbering
Exhibit Description of Exhibit System
- ------- ---------------------- -------
99.1 Monthly Operating Report 5
of the Corporation for
December 1996.
<PAGE>
OFFICE OF THE U.S. TRUSTEE - REGION 3
MONTHLY REPORTING REQUIREMENTS
FOR THE MONTH OF MARCH 1997
DEBTOR NAME: FRUEHAUF TRAILER CORPORATION
CASE NUMBER: 96-1563 (PJW)
This monthly report is unaudited and prepared by the
management of Debtors. While the management of the
Debtors has made every effort to make the report accurate
and complete based on the information that was available
as of the preparation of the report, receipt of additional
information after filing the report may result in material
changes to the financial and operational data contained in
the report. With respect to the financial statements in
particular, it should be noted that the Debtor has not
completed as of the date of preparation of the report a
detailed inventory valuation in accordance with the last-in,
first out ("LIFO") method of accounting, which is the
Debtor's method of accounting for inventories. As such,
the accompanying financial statements do not include any
adjustment that would result from the completion of the
LIFO computation.
<PAGE>
OFFICE OF THE U.S. TRUSTEE - REGION 3
CONDENSED STATEMENT OF OPERATIONS
FOR THE MONTH OF MARCH 1997
DEBTOR NAME: FRUEHAUF TRAILER CORPORATION
CASE NUMBER: 96-1563 (PJW)
See Statement of Operations for reporting period attached.
<PAGE>
FRUEHAUF TRAILER CORPORATION
(Debtor-in-Possession)
CONDENSED STATEMENT OF OPERATIONS
(in thousands, except per share amounts, unaudited)
<TABLE>
<CAPTION>
Month Month Month
Ended Ended Ended
3/31/97 2/28/97 1/31/97
------- -------- --------
<S> <C> <C> <C>
Net sales. . . . . . . . . $15,192 $17,210 $16,807
Cost of goods sold . . . . 12,774 14,812 14,821
------- ------- --------
Gross margin . . . . . . 2,418 2,398 1,986
Engineering, selling and
administrative expenses . . 2,933 2,538 2,694
------- ------- --------
Loss from operations (515) (140) (708)
Interest expense (298) (372) (387)
Equity income (loss) in FIL . 0 0 0
Equity income (loss)
in Jacksonville . . . . . 0 (1) (1)
Equity income (loss)
in Maryland . . . . . . . (42) (42) (42)
Equity income (loss)
in Fruehauf de Mexico . . (156) (122) (174)
Other . . . . . . . . . . . . 415 106 146
-------- ------- -------
Loss before
reoganization items. . (596) (571) (1,166)
Reorganization Items:
Professionaland Other fees
of Bankruptcy . .. . . (1,093) (821) (973)
Gain (loss) of disposition
of assets . . . . . 11,889 89 525
------- ------- -------
Total reorganization items 10,796 (732) (448)
------- ------- -------
Income (loss) before
income taxes. . . . . 10,200 (1,303) (1,614)
Provision for income
taxes . . . . . . . . -- -- --
------- ------- -------
Net Income (loss) before
extraordinary items . . 10,200 (1,303) (1,614)
Extraordinary Loss on early
extinguishment of
debt . . . . . . . . -- -- --
------- ------- -------
Net loss . . . . . . . $10,200 $(1,303) $(1,614)
======= ======= =======
</TABLE>
<PAGE>
OFFICE OF THE U.S. TRUSTEE - REGION 3
CONDENSED BALANCE SHEET
FOR THE MONTH OF MARCH 1997
DEBTOR NAME: FRUEHAUF TRAILER CORPORATION
CASE NUMBER: 96-1563 (PJW)
See Balance Sheet attached.
Notes:
(1) The investments in Fruehauf International Limited,
Jacksonville Shipyards, Inc. and Maryland Shipbuilding &
Drydock Company are recorded gross without giving effect
to intercompany accounts payable by Fruehauf Trailer
Corporation to the respective entities. The intercompany
accounts payable to such affiliated debtors is included in
the intercompany accounts payable balance.
(2) Accrued Compensation not subject to compromise
includes accrued but unpaid postpetition wages, as well as
accrued prepetition liabilities, including vacation pay
and health insurance accruals. Payment of such amounts
was authorized by the Motion and Order of Debtors and
Debtors in Possession for an Order Authorizing Them to (A)
Pay Prepetition Employee Wages, Salaries and Related
Items; (B) Reimbursable Prepetition Business Expenses;
Make Payments For Which Payroll Deductions Were Made; and
(E) Pay All Costs and Expenses Incident to the Foregoing
Paymenrs and Contributions.
(3) Debt not subject to compromise consists solely of the
debtor-in-possession lending facility provided by
Madeleine LLC, an affiliate of Cerberus Partners, L.P.
Such lending facility was approved pursuant to the Interim
Order (I) Authorizing Postpetition Financing, (II)
Granting Senior Liens and Super-Priority Administrative
Expense Claim Status of Madeleine, LLC and Affiliate of
Cerberus Partners, L.P. Pursuant to 11 U.S.C. Section
503(b), 507 AND 364, (III) Providing Adequate Protection
to Certain Prepetition Secured Noteholders, (IV) Providing
for Related Relief, and (V) Scheduling a Final Hearing
Pursuant to Bankruptcy Rule 4001(c).
(4) Accrued warranty and product liability and Other
Liabilities not subject to compromise include reserves for
prepetition warranty liabilities. Such amounts were
authorized pursuant to the Motion and Order of Debtors and
Debtors in Possession Authorizing Them to Honor Certain
Prepetition Obligations to Customers.
<PAGE>
FRUEHAUF TRAILER CORPORATION
(Debtor-in-Possession)
CONDENSED BALANCE SHEET
(in thousands, unaudited)
<TABLE>
<CAPTION>
March 31, February 28, January 31,
1997 1997 1997
------------- ------------ -----------
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents . . $ 5,650 $ 3,995 $ 3,440
Intercompany Accounts Receivable 32,022 32,022 32,022
Trade Accounts receivables . . 17,691 21,171 19,474
Inventories . . . . . . . . . 18,924 20,145 22,893
Other current assets. . . . . 4,225 5,415 4,148
-------- -------- -------
Total current assets. . . 78,512 82,748 81,977
Restricted cash. . . . . . . . 11,232 6,199 6,249
Prepaid pension cost . . . . . 7,967 7,960 7,953
Assets held for sale . . . . . 443 443 694
Deferred debt issuance costs . . 4,652 4,652 4,652
Other assets and deferred charges 4,362 4,455 4,441
Investment in FIL . . . . . . . . 24,660 24,817 24,939
Investment in Jacksonville
Shipyards . . . . . . . . . . 10,650 10,649 10,650
Investment in Maryland
Shipbuilding . . . . . . . . 8,608 8,651 8,693
Investment in CEMCO . . . . . . . (30,227) (30,227) (30,227)
Gross fixed assets. . . . . . 24,127 29,458 29,433
Less - accumulated
depreciation . . . . . . (10,859) (13,833) (13,687)
-------- -------- --------
Net fixed assets . . . . . . . 13,268 15,625 15,746
Total assets. . . . . . . $134,127 $135,972 $135,767
======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Trade accounts payable. . . . . . . $ 3,100 $ 2,358 $ 2,805
Accrued compensation and benefits 3,163 3,415 3,101
Accrued warranties and
products liability . . . . . . . 1,642 1,602 1,600
Debt . . . . . . . . . . . . . . . 19,246 36,567 34,794
Other current liabilities . . . . . 8,674 3,743 3,613
Deferred gain . . . . . . . . . . . 913 913 929
Other liabilities. . . . . . . . . 2,348 2,503 2,527
-------- -------- -------
Total current liabilities . . . 39,086 51,101 49,369
Liabilities subject to settlement
under chapter 11 reorganization
proceedings . . . . . . . . . . 207,780 207,811 208,034
-------- -------- --------
Stockholders' deficit . . . . . . . (112,739) (122,940) (121,636)
Total liabilities and
stockholders' deficit. . . . . . . . $134,127 $135,972 $135,767
======== ======== ========
</TABLE>
<PAGE>
OFFICE OF THE U.S. TRUSTEE - REGION 3
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
FOR THE MONTH OF MARCH 1997
DEBTOR NAME: FRUEHAUF TRAILER CORPORATION
CASE NUMBER: 96-1563 (PJW)
See Consolidate Statement of Cash Flows for the reporting
period attached. The Debtor maintains approximately 100 bank
accounts. The list includes approximately 44 disbursements,
as well as approximately 44 depository accounts. In
addition, the Debtor maintains other certain funding and
restricted cash accounts. Copies of bank statements and
related bank reconciliations will be provided upon request
of the Debtor.
The Debtor maintains decentralized accounting functions at
its plant and branch locations, including accounts
receivable and accounts payable. Thus, the Debtor maintains
the large number of bank accounts discussed above. Each
location maintains its separate cash receipts and cash
disbursements supporting detail. Any or all of the
locations' supporting detail can be provided upon request of
the Debtor.
<PAGE>
FRUEHAUF TRAILER CORPORATION
(Debtor-in-Possession)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands, unaudited)
<TABLE>
<CAPTION>
For the For the For the
Month of Month of Month of
March 1997 February 1997 January 1997
----------- ------------ ------------
<S> <C> <C> <C>
Operating Activities:
Net Income (loss). . . . . . . . $ 10,200 $(1,303) (1,614)
Adjustments to reconcile net income
to net cash from (used in)
operating activities:
Depreciation. . . . . . . . . . . . 123 160 158
Gain on sale of excess assets . . . (16) (15) (542)
Gain on sale of Delphos assets . . (11,889) 0 0
Increase (decrease) in cash due
to changes in operating assets
and liabilities:
Net receivables . . . . . . . . 3,335 (1,840) (3,339)
Net inventories . . . . . . . . (15) 2,955 2,801
Other current assets . . . . . . 566 (1,273) 340
Trade accounts payable. . . . . 1,316 (457) (537)
Other assets and liabilities. . 4,424 252 (557)
------- ------- -------
Net cash provided by (used in)
operating activities. . . . . 8,044 (1,521) (3,290)
======= ======= =======
Investing Activities:
Capital expenditures . . . . . . . (6) (25) (1)
Proceeds from sale of excess assets . . 0 250 833
Proceeds from sale of Delphos assets . 15,934 0 0
Decrease (Increase) in restricted cash (5,002) 107 (1)
------- ------- -------
Net cash provided by investing
activities. . . . . . . . . 10,929 332 831
======= ======= =======
Financing Activities:
Proceeds (repayments) from DIP lending
facility from Madeleine LLC . . . . . (17,321) 1,773 254
Principal repayments of
long-term debt . . . . . . . . . -- -- --
------- ------- ------
Net cash from
financing activities. . . . . (17,321) 1,773 254
======= ======= ======
Net increase in cash and cash
equivalents. . . . . . . . . . 1,652 584 (2,205)
Cash and cash equivalents at
beginning of period . . . . . . 4,116 3,532 5,737
------- ------- ------
Cash and cash equivalents at
end of period . . . . . . . . . $ 5,768 $ 4,116 $3,532
======= ======= ======
</TABLE>
