<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 14, 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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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,
attached hereto as exhibit 99 is the Monthly Operating Report of the
Corporation for the month ending December 1996, filed with the Bankruptcy
Court on January 31, 1997.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
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( c ) Exhibits.
99.1 Press Release of the Corporation dated March 31, 1997
99.2 Monthly Operating Report of the Corporation for the month of
December 1996.
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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 14, 1997 By:/s/Derek L. Nagle
------------------
Derek L. Nagle
President
(Duly Authorized
Officer)
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EXHIBIT INDEX
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Pagination by
Sequential
Numbering
Exhibit Description of Exhibit System
- ------- ---------------------- -------
99.1 Press Release dated 5
March 31, 1997
from the Company.
99.2 Monthly Operating Report 7
of the Corporation for
December 1996.
<PAGE>
For Further Information:
Michael D. Picchi
Fruehauf Trailer Corporation
(317) 630-3000
FRUEHAUF TRAILER ANNOUNCES OPERATING PERFORMANCE
FILINGS TO BE COMPLETED UNDER SEC FORM 8-K
Indianapolis, Indiana -- March 31, 1997 -- Fruehauf
Trailer Corporation today announced that it will
not be filing its Annual Report on Form 10-K for
the fiscal year ended December 31, 1996, nor will
it be filing quarterly reports on Form 10-Q, with
the Securities and Exchange Commission during the
period it continues to operate its business as a
debtor in possession under the U.S. Bankruptcy
Code.
As a means of keeping the public informed of its
financial condition during the remainder of the
bankruptcy case, Fruehauf will file the monthly
reports required to be filed with the Bankruptcy
Court under cover of Form 8-K with the Securities
and Exchange Commission. Upon request, the Company
will provide copies of these monthly reports after
they have been filed with the Securities and
Exchange Commission to brokers and dealers.
Thomas E. Ireland, Chief Executive Officer
commented, "The Company will be filing the
Bankruptcy Court reports with the SEC as a means of
using its limited resources to the best benefit of
the Company's constituents. The expense and effort
involved in technically complying with SEC annual
and quarterly reporting requirements cannot, in the
opinion of the Company, be justified in light of
our current operational and financial situation."
Fruehauf Trailer Corporation filed a voluntary
petition under chapter 11 of the U.S. Bankruptcy
Code on October 7, 1996 and currently operates its
businesses as a debtor in possession. Fruehauf is
a manufacturer of truck trailers, producing,
marketing, and servicing the industry's widest
range of dry freight van, platform, dump and liquid
and dry bulk tank trailers. Among the largest
suppliers of trailer parts in North America,
Fruehauf products are sold throughout the truck
trailer industry's largest Company-owned dealer and
authorized independent dealer network in North
America. On March 24, 1997, the Company announced
that the U.S. Bankruptcy Court approved the
purchase by Wabash National Corporation of
substantially all Fruehauf's remaining
operating assets, other than its interest in the
Fruehauf de Mexico operating subsidiary. The
Company expects to close the sale after receiving
certain regulatory approvals.
# # #
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OFFICE OF THE U.S. TRUSTEE - REGION 3
MONTHLY REPORTING REQUIREMENTS
FOR THE MONTH OF DECEMBER 1996
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 DECEMBER 1996
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
12/31/96 11/30/96 10/31/96
------- -------- --------
<S> <C> <C> <C>
Net sales. . . . . . . . . $16,444 $15,184 $11,350
Cost of goods sold . . . . 15,114 13,092 9,811
------- ------- --------
Gross margin . . . . . . 1,330 2,092 1,539
Engineering, selling and
administrative expenses . . 2,908 2,513 2,790
------- ------- --------
Income (loss) from operations (1,578) (421) (1,251)
Interest expense (380) (342) (55)
Equity income (loss) in FIL . 4 5 22
Equity income (loss)
in Jacksonville . . . . . 44 43 (32)
Equity income (loss)
in Maryland . . . . . . . (41) (42) (42)
Equity income (loss)
in Fruehauf de Mexico . . (366) (242) (129)
Other . . . . . . . . . . . . 91 174 91
-------- ------- -------
Income (loss) before
reoganization items. . (2,226) (825) (1,396)
Reorganization Items:
Professionaland Other fees
of Bankruptcy . .. . . (915) (1,035) (2,837)
Gain (loss) of disposition
of assets . . . . . -- -- (285)
------- ------- -------
Total reorganization items (915) (1,035) (3,122)
------- ------- -------
Income (loss) before
income taxes. . . . . (3,141) (1,860) (4,518)
Provision for income
taxes . . . . . . . . -- -- --
------- ------- -------
Net Loss before
extraordinary items . . (3,141) (1,860) (4,518)
Extraordinary Loss on early
extinguishment of
debt . . . . . . . . -- -- (986)
------- ------- -------
Net loss . . . . . . . $(3,141) $(1,860) $(5,504)
======= ======= =======
</TABLE>
<PAGE>
OFFICE OF THE U.S. TRUSTEE - REGION 3
CONDENSED BALANCE SHEET
FOR THE MONTH OF DECEMBER 1996
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>
December 31, November 30, October 31,
1996 1996 1996
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<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents . . $ 5,656 $ 5,801 $ 4,348
Intercompany Accounts Receivable 32,031 32,002 28,261
Trade Accounts receivables . . 16,147 17,294 16,633
Inventories . . . . . . . . . 25,590 23,719 21,058
Other current assets. . . . . 4,486 5,213 4,333
-------- -------- -------
Total current assets. . . 83,910 83,309 74,633
Restricted cash. . . . . . . . 6,218 6,185 10,226
Prepaid pension cost . . . . . 7,946 7,939 7,932
Assets held for sale . . . . . 1,002 1,002 1,002
Deferred debt issuance costs . . 4,652 4,652 4,652
Other assets and deferred charges 4,454 4,484 4,458
Investment in FIL . . . . . . . . 25,113 25,475 25,709
Investment in Jacksonville
Shipyards . . . . . . . . . . 10,650 10,607 10,639
Investment in Maryland
Shipbuilding . . . . . . . . 8,735 8,776 8,818
Investment in CEMCO . . . . . . . (30,227) (30,227) (30,227)
Gross fixed assets. . . . . . 29,432 29,423 29,423
Less - accumulated
depreciation . . . . . . (13,542) (13,231) (13,101)
-------- -------- --------
Net fixed assets . . . . . . . 15,890 16,192 16,322
Total assets. . . . . . . $138,343 $138,394 $134,164
======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Trade accounts payable. . . . . . . $ 3,330 $ 2,363 $ 2,102
Accrued compensation and benefits 3,461 3,769 4,274
Accrued warranties and
products liability . . . . . . . 1,598 1,588 1,589
Debt . . . . . . . . . . . . . . . 34,540 30,740 24,697
Other current liabilities . . . . . 3,774 3,623 3,111
Deferred gain . . . . . . . . . . . 946 963 980
Other liabilities. . . . . . . . . 2,610 2,759 2,781
-------- -------- -------
Total current liabilities . . . 50,259 45,805 39,534
Liabilities subject to settlement
under chapter 11 reorganization
proceedings . . . . . . . . . . 208,106 209,470 209,651
-------- -------- --------
Stockholders' deficit . . . . . . . (120,022) (116,881) (115,021)
Total liabilities and
stockholders' deficit. . . . . . . . $138,343 $138,394 $134,164
======== ======== ========
</TABLE>
<PAGE>
OFFICE OF THE U.S. TRUSTEE - REGION 3
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
FOR THE MONTH OF DECEMBER 1996
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. See a listing of the
Debtor's bank accounts attached. 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,
th 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>
<PAGE>
FRUEHAUF TRAILER CORPORATION
(Debtor-in-Possession)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands, unaudited)
<TABLE>
<CAPTION>
From October 7, For the For the
1996 to Month of Month of
October 31, 1996 November 1996 December1996
---------------- ----------- ------------
<S> <C> <C> <C>
Operating Activities:
Net loss . . . . . . . . . . . . $ (5,504) $(1,860) (3,141)
Adjustments to reconcile net income
to net cash from (used in)
operating activities:
Depreciation. . . . . . . . . . . . 138 143 325
Gain on sale of excess assets . . . -- (27) (16)
Extraordinary loss on early
extinguishment of debt. . . . . 986 -- --
Increase (decrease) in cash due
to changes in operating assets
and liabilities:
Net receivables . . . . . . . . 1,183 (941) 418
Net inventories . . . . . . . . (390) (2,291) (1,761)
Other current assets . . . . . . (366) (877) 746
Trade accounts payable. . . . . 2,139 57 875
Other assets and liabilities. . 1,180 (174) (643)
------- ------- -------
Net cash used in
operating activities. . . . . (634) (5,970) (3,197)
======= ======= =======
Investing Activities:
Capital expenditures . . . . . . . (6) -- (9)
Decrease (Increase) in restricted cash (8,162) 520 (2)
------- ------- -------
Net cash from (used in) investing
activities. . . . . . . . . (8,168) 520 (11)
======= ======= =======
Financing Activities:
Proceeds from DIP lending facility from
Madeleine LLC . . . . . . . . . . . . 24,697 6,043 3,800
Repayment of K-H Term Loan . . . . . . (6,500) -- --
Repayments of Revolving Credit Facility (7,740) -- --
Principal repayments of
long-term debt . . . . . . . . . (129) -- --
------- ------- ------
Net cash from
financing activities. . . . . 10,328 6,043 3,800
======= ======= ======
Net increase in cash and cash
equivalents. . . . . . . . . . 1,526 593 592
Cash and cash equivalents at
beginning of period . . . . . . 3,026 4,552 5,145
------- ------- ------
Cash and cash equivalents at
end of period . . . . . . . . . $ 4,552 $ 5,145 $5,737
======= ======= ======
</TABLE>
