-----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, IWWOdwk6Uw1mF238+cRxehk/NBgcaJGakmFQb4TczfD6m9F3YqhHi0FBYGoz2oD3 qxGrEvdeZ6VVJeAftIe1Sg== 0000874268-97-000002.txt : 19970501 0000874268-97-000002.hdr.sgml : 19970501 ACCESSION NUMBER: 0000874268-97-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970430 ITEM INFORMATION: Other events FILED AS OF DATE: 19970430 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: 97590866 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 30, 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 (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. ----------------------------------------- ( c ) Exhibits. 99.1 Monthly Operating Report of the Corporation for the month of April 1997. 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 30, 1997 By:/s/James Wong ------------------ James Wong Corporate Financial Officer (Duly Authorized Officer) 4 EXHIBIT INDEX ------------- Pagination by Sequential Numbering Exhibit Description of Exhibit System - ------- ---------------------- ------- 99.1 Monthly Operating Report 5 of the Corporation for December 1996. EX-99.1 2 FRUEHAUF TRAILER EX-99.1 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. 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. FRUEHAUF TRAILER CORPORATION (Debtor-in-Possession) CONDENSED STATEMENT OF OPERATIONS (in thousands, except per share amounts, unaudited)
Month Month Month Ended Ended Ended 3/31/97 2/28/97 1/31/97 ------- -------- -------- 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) ======= ======= =======
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. FRUEHAUF TRAILER CORPORATION (Debtor-in-Possession) CONDENSED BALANCE SHEET (in thousands, unaudited)
March 31, February 28, January 31, 1997 1997 1997 ------------- ------------ ----------- 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 ======== ======== ========
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 ======== ======== ========
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. FRUEHAUF TRAILER CORPORATION (Debtor-in-Possession) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands, unaudited)
For the For the For the Month of Month of Month of March 1997 February 1997 January 1997 ----------- ------------ ------------ 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 ======= ======= ======
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