-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LO6AOlZ+uPD4ACbab2bunoHqQwvKGox3QiWh54DTg1b8/qVgKaPkjVnZMLtEfG62 bnBCctipWFq11lqzdQSdLw== 0001047469-99-014566.txt : 19990414 0001047469-99-014566.hdr.sgml : 19990414 ACCESSION NUMBER: 0001047469-99-014566 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990326 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NCC INDUSTRIES INC CENTRAL INDEX KEY: 0000070855 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', CHILDREN'S & INFANTS' UNDERGARMENTS [2340] IRS NUMBER: 620643336 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-03305 FILM NUMBER: 99592431 BUSINESS ADDRESS: STREET 1: 200 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2125920700 MAIL ADDRESS: STREET 1: 200 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: NCC LEASING INC DATE OF NAME CHANGE: 19701102 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL CREDIT CORP DATE OF NAME CHANGE: 19681126 8-K 1 FORM 8-K 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): March 26, 1999 NCC INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-3305 62-0643336 (Commission File Number) (I.R.S. Employer Identification No.) 200 Madison Avenue, New York, New York 10016 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 592-0700 (Former name or former address if changed since last report) Item 5. Other Events. On July 22, 1997, Registrant, along with its 92.8% parent company, Maidenform, Inc. ("Maidenform") and Maidenform's 100% parent company, Maidenform Worldwide, Inc. (collectively, with Maidenform and the Registrant, the "Debtor Group"), filed voluntary petitions for bankruptcy under Chapter 11 of the Federal Bankruptcy Code in the United States District Court for the Southern District of New York (the "Court"). In accordance with Securities Exchange Act Release No. 9660 (June 30, 1972), Rule 12b-21 under the Securities Exchange Act of 1934 (the "Exchange Act"), and the Securities and Exchange Commission's related no-action correspondence, Registrant is herewith filing copies of the Debtor Group's consolidated monthly financial report (the "Trustee's Report") filed with the Court and the United States Trustee (the "Trustee") in accordance with Bankruptcy Rule 2015 and the Trustee's "Operating Guidelines and Financial Reporting Requirements" in lieu of quarterly and annual reports under Section 13(a) of the Exchange Act. Accordingly, attached to this Current Report (i) as Exhibit 99.1 is a copy of the Trustee's Report for the Debtor Group for the month of January 1999, which was filed with the Court and the Trustee on March 26, 1999, and (ii) as Exhibit 99.2 is a copy of the Trustee's Report for the Debtor Group for the month of February 1999, which was filed with the Court and the Trustee on April 9, 1999. Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Trustee's Report for the Debtor Group for the month of January 1999, which was filed with the Court and the Trustee on March 26, 1999. 99.2 Trustee's Report for the Debtor Group for the month of February 1999, which was filed with the Court and the Trustee on April 9, 1999. 2 SIGNATURES Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NCC INDUSTRIES, INC. Dated: April 9, 1999 By: /s/ FRANK STULL ---------------------------- Frank Stull Duly authorized officer to execute on behalf of Registrant Executive Vice President - Chief Financial Officer 3 EX-99.1 2 EXHIBIT 99.1 Alan B. Miller, Esq. (AM 2817) EXHIBIT 99.1 Stephen Karotkin, Esq. (SK 7357) WEIL, GOTSHAL & MANGES LLP Attorneys for Debtors and Debtors in Possession 767 Fifth Avenue New York, New York 10153 (212) 310-8000 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK : : In re : Chapter 11 Case : MAIDENFORM WORLDWIDE, INC., ET AL., : No. 97 B 44869 (CB) : Debtors. : (Jointly Administered) : DEBTORS' JANUARY 1999 FINANCIAL REPORTING PACKAGE PURSUANT TO UNITED STATES TRUSTEE'S OPERATING GUIDELINES AND REPORTING REQUIRMENTS Alan B. Miller, Esq. (AM 2817) Stephen Karotkin, Esq. (SK 7357) WEIL, GOTSHAL & MANGES LLP Attorneys for Debtors and Debtors in Possession 767 Fifth Avenue New York, New York 10153 (212) 310-8000 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK : : In re : Chapter 11 Case : MAIDENFORM WORLDWIDE, INC., ET AL., : No. 97 B 44869 (CB) : Debtors. : (Jointly Administered) : VERIFICATION OF DEBTORS' JANUARY 1999 FINANCIAL REPORTING PACKAGE PURSUANT TO UNITED STATES TRUSTEE'S OPERATING GUIDELINES AND REPORTING REQUIRMENTS The undersigned, having reviewed the attached report and assisted in its preparation and being familiar with the Debtors' financial affairs, verifies under the penalty of perjury, that the information contained therein is complete, accurate and truthful to the best of my knowledge. DATE: MARCH 26, 1999 BY: /s/ FRANK STULL -------------------- ------------------------------ Mr. Frank Stull Chief Financial Officer CONFIDENTIAL MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES JANUARY 1999 FINANCIAL REPORTING PACKAGE January Financial Reporting Package Contents
SCHEDULE PAGE - -------- ---- January 1999 Month -Income Statement 1 -Balance Sheet 2 -Cash Flow Statement 3
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES JANUARY 1999 MONTH INCOME STATEMENT (in thousands)
ACTUAL Net sales Wholesale $ 8,989 Retail 2,248 -------- Total 11,237 Cost of sales 7,985 -------- Gross profit 3,252 % 28.9% Operating expenses Advertising 592 Coop - advertising 280 -------- Subtotal 872 Design 332 General and administrative 1,323 Selling 1,155 Selling - Retail 1,422 Distribution 892 -------- Total 5,996 -------- Loss before interest and taxes (EBIT) (2,744) Interest expense 404 Reorganization cost 150 -------- Pretax loss (3,298) Taxes 55 -------- Net loss $ (3,353) -------- -------- EBIT $ (2,744) Depreciation 366 -------- EBITDAR $ (2,378) -------- --------
(1) MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES BALANCE SHEETS FOR THE PERIODS INDICATED (in thousands)
AS OF JANUARY 26, 1999 ---------------- ACTUAL ASSETS Current assets Cash and cash equivalents $ 3,400 Accounts receivable, net 19,174 Inventories, net 58,760 Other current assets 2,509 Insurance receivable 2,980 --------- Total current assets 86,823 Property, plant & equipment, net 33,549 Other assets 6,267 --------- TOTAL ASSETS $ 126,639 --------- --------- LIABILITIES Current liabilities Liabilities not subject to compromise Current Liabilities: Accounts payable $ 10,882 Accrued expenses 12,408 Cash collateral loan 29,637 Revolver 10,848 --------- Total current liabilities 63,775 Liabilities subject to compromise 215,613 Other liabilities 633 --------- TOTAL LIABILITIES 280,021 --------- EQUITY Stock 5 Paid in capital 40,899 Accumulated deficit (190,856) Other 570 Minimum Pension Liability (647) Year to date loss (3,353) --------- TOTAL DEFICIT (153,382) --------- TOTAL LIABILITIES AND DEFICIT $ 126,639 --------- ---------
(2) MAIDENFORM WORLDWIDE, INC. & SUBSIDIARIES JANUARY 1999 MONTH STATEMENT OF CASH FLOWS (in thousands)
ACTUAL OPERATING ACTIVITIES Net loss $(3,353) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 366 Changes in operating assets and liabilities: Decrease in accounts receivable 3,950 Decrease (Increase) in inventories 464 Increase in prepaid expenses and other assets (700) Increase (Decrease) in accounts payable, accrued expenses, taxes and sundry liabilities 462 ------- Net cash provided by (used in) operating activities 1,189 ------- INVESTING ACTIVITIES Additions to property, plant and equipment (Net) (1,128) ------- Net cash used in investing activities (1,128) ------- FINANCING ACTIVITIES Net (repayments) borrowings under revolving credit loan (1,126) ------- Net cash used in financing activities (1,126) ------- Decrease in cash $(1,065) Cash at beginning of period 4,465 ------- Cash at end of period $ 3,400 ------- -------
(3) EX-99.2 3 EXHIBIT 99.2 Alan B. Miller, Esq. (AM 2817) EXHIBIT 99.2 Stephen Karotkin, Esq. (SK 7357) WEIL, GOTSHAL & MANGES LLP Attorneys for Debtors and Debtors in Possession 767 Fifth Avenue New York, New York 10153 (212) 310-8000 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK : : In re : Chapter 11 Case : MAIDENFORM WORLDWIDE, INC., ET AL., : No. 97 B 44869 (CB) : Debtors. : (Jointly Administered) : DEBTORS' FEBRUARY 1999 FINANCIAL REPORTING PACKAGE PURSUANT TO UNITED STATES TRUSTEE'S OPERATING GUIDELINES AND REPORTING REQUIRMENTS Alan B. Miller, Esq. (AM 2817) Stephen Karotkin, Esq. (SK 7357) WEIL, GOTSHAL & MANGES LLP Attorneys for Debtors and Debtors in Possession 767 Fifth Avenue New York, New York 10153 (212) 310-8000 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK : : In re : Chapter 11 Case : MAIDENFORM WORLDWIDE, INC., ET AL., : No. 97 B 44869 (CB) : Debtors. : (Jointly Administered) : VERIFICATION OF DEBTORS' FEBRUARY 1999 FINANCIAL REPORTING PACKAGE PURSUANT TO UNITED STATES TRUSTEE'S OPERATING GUIDELINES AND REPORTING REQUIRMENTS The undersigned, having reviewed the attached report and assisted in its preparation and being familiar with the Debtors' financial affairs, verifies under the penalty of perjury, that the information contained therein is complete, accurate and truthful to the best of my knowledge. DATE: APRIL 9, 1999 BY: /s/ FRANK STULL ----------------------------- ----------------------------- Mr. Frank Stull Chief Financial Officer CONFIDENTIAL MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES FEBRUARY 1999 FINANCIAL REPORTING PACKAGE February Financial Reporting Package Contents
SCHEDULE PAGE - -------- ---- February 1998 Month and Y-T-D - Income Statement 1-2 - Balance Sheet 3 - Cash Flow Statement 4
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES FEBRUARY 1999 MONTH INCOME STATEMENT (in thousands)
ACTUAL -------- Net sales Wholesale $ 11,661 Retail 2,921 -------- Total 14,582 Cost of sales 9,245 -------- Gross profit 5,337 % 36.6% Operating expenses Advertising 924 Coop - advertising 479 -------- Subtotal 1,403 Design 336 General and administrative 1,250 Selling 1,023 Selling - Retail 1,531 Distribution 872 -------- Total 6,415 -------- Income (Loss) before interest and taxes (EBIT) (1,078) Interest expense 423 Reorganization cost 150 -------- Pretax loss (1,651) Taxes 55 -------- Net loss $ (1,706) -------- -------- EBIT $ (1,078) Depreciation 366 -------- EBITDAR $ (712) -------- --------
(1) MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES FEBRUARY 1999 YTD INCOME STATEMENT (in thousands)
ACTUAL -------- Net sales Wholesale $ 20,650 Retail 5,169 -------- Total 25,819 Cost of sales 17,230 -------- Gross profit 8,589 % 33.3% Operating expenses Advertising 1,516 Coop - advertising 759 -------- Subtotal 2,275 Design 668 General and administrative 2,573 Selling 2,178 Selling - Retail 2,953 Distribution 1,764 -------- Total 12,411 -------- Income (Loss) before interest and taxes (EBIT) (3,822) Interest Expense 827 Reorganization cost 300 -------- Pretax loss (4,949) Taxes 110 Net loss $ (5,059) -------- EBIT $ (3,822) Depreciation 732 -------- EBITDAR $ (3,090) -------- --------
(2) MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES BALANCE SHEETS FOR THE PERIODS INDICATED (in thousands)
AS OF FEBRUARY 23, 1998 ----------------- ACTUAL ----------- ASSETS Current Assets Cash and cash equivalents $ 3,250 Accounts receivable, netl 21,628 Inventories, net 61,406 Other current assets 2,209 Insurance receivable 2,980 --------- Total current assets 91,473 Property, plant & equipment, net 33,633 Other assets 6,167 --------- TOTAL ASSETS $ 131,273 --------- --------- LIABILITIES Current Liabilities Liabilities not subject to compromise Current Liabilities: Accounts payable $ 10,883 Accrued expenses 11,908 Cash collateral loan 29,637 Revolver 17,737 --------- Total current liabilities 70,165 Liabilities subject to compromise 215,613 Other liabilities 583 --------- TOTAL LIABILITIES 286,361 --------- EQUITY Stock 5 Paid in capital 40,899 Accumulated deficit (190,856) Other 570 Minimum Pension Liability (647) Year to date loss (5,059) --------- TOTAL DEFICIT (155,088) --------- --------- TOTAL LIABILITIES AND DEFICIT $ 131,273 --------- ---------
(3) MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES FEBRUARY 1999 YTD STATEMENT OF CASH FLOWS (in thousands)
ACTUAL ---------- OPERATING ACTIVITES Net loss $(5,059) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 732 Changes in operating assets and liabilities: Decrease in accounts receivable 1,496 Increase in inventories (2,182) Increase in prepaid expenses and other assets (300) Decrease in accounts payable, accrued expenses, taxes and sundry liabilities (87) ------- Net used in operating activities (5,400) ------- INVESTING ACTIVITIES Additions to property, plant and equipment (Net) (1,578) ------- Net cash used in investing activities (1,578) ------- FINANCING ACTIVITIES Net borrowings under revolving credit loan 5,763 ------- Net cash used in financing activities 5,763 ------- Decrease in cash $(1,215) Cash at beginning of period 4,465 ------- Cash at end of period $ 3,250 ------- -------
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