-----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, VYfmhaRm2VQQVAurmUJfbyLwWH2pyYsEvHTmRbjWLF0rCsdYjHSfisNqrpVC+Obm KauIJjVSMJWPE2uc5lMF/A== 0000874268-97-000001.txt : 19970416 0000874268-97-000001.hdr.sgml : 19970416 ACCESSION NUMBER: 0000874268-97-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970414 ITEM INFORMATION: Other events FILED AS OF DATE: 19970415 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRUEHAUF TRAILER CORP CENTRAL INDEX KEY: 0000874268 STANDARD INDUSTRIAL CLASSIFICATION: TRUCK TRAILERS [3715] IRS NUMBER: 382863240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10772 FILM NUMBER: 97580325 BUSINESS ADDRESS: STREET 1: 111 MONUMENT CIRCLE STREET 2: SUITE 3200 CITY: INDIANAPOLIS STATE: IN ZIP: 46244-0913 BUSINESS PHONE: 3176303000 MAIL ADDRESS: STREET 1: 111 MONUMENT CIRCLE STREET 2: SUITE 3200 CITY: INDIANAPOLIS STATE: IN ZIP: 46244-0913 8-K 1 FRUEHAUF TRAILER FORM 8-K 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): April 14, 1997 -------------- Fruehauf Trailer Corporation ---------------------------------------------------- (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 - ------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(317)630-3000 ------------- Exhibit Index Appears on Page 4 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, 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. ----------------------------------------- ( 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. 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: April 14, 1997 By:/s/Derek L. Nagle ------------------ Derek L. Nagle President (Duly Authorized Officer) 4 EXHIBIT INDEX ------------- 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. EX-99.1 2 FRUEHAUF TRAILER EX-99.1 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. # # # EX-99.2 3 FRUEHAUF TRAILER EX-99.2 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. 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. FRUEHAUF TRAILER CORPORATION (Debtor-in-Possession) CONDENSED STATEMENT OF OPERATIONS (in thousands, except per share amounts, unaudited)
Month Month Month Ended Ended Ended 12/31/96 11/30/96 10/31/96 ------- -------- -------- 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) ======= ======= =======
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. FRUEHAUF TRAILER CORPORATION (Debtor-in-Possession) CONDENSED BALANCE SHEET (in thousands, unaudited)
December 31, November 30, October 31, 1996 1996 1996 ------------- ------------ ----------- 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 ======== ======== ========
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 ======== ======== ========
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. FRUEHAUF TRAILER CORPORATION (Debtor-in-Possession) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands, unaudited)
From October 7, For the For the 1996 to Month of Month of October 31, 1996 November 1996 December1996 ---------------- ----------- ------------ 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 ======= ======= ======
-----END PRIVACY-ENHANCED MESSAGE-----