-----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, SLlm7DZFcw2/URvggsUsY3nKUPb+3RUB7IUnPdsmn5QBjPRCtISBtlxiSyIdCxdE t/yhcWRR4p7/B0z5oQef0Q== 0000874268-97-000009.txt : 19971027 0000874268-97-000009.hdr.sgml : 19971027 ACCESSION NUMBER: 0000874268-97-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971021 ITEM INFORMATION: FILED AS OF DATE: 19971024 SROS: NONE 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: SEC FILE NUMBER: 001-10772 FILM NUMBER: 97699973 BUSINESS ADDRESS: STREET 1: 1111 BAYSIDE DRIVE STREET 2: SUITE 160 CITY: CORONA DEL MAR STATE: CA ZIP: 92625 BUSINESS PHONE: 714-644-9665 MAIL ADDRESS: STREET 1: 111 MONUMENT CIRCLE STREET 2: SUITE 3200 CITY: INDIANAPOLIS STATE: IN ZIP: 46244-0913 8-K 1 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): October 21, 1997 ---------------- Fruehauf Trailer Corporation ---------------------------------- (Exact name ofregistrant 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) 1111 Bayside Drive, Suite 160, Corona Del Mar, CA 92625 ------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (714)644-9665 --------------- Exhibit index appears on page 4 2 Item 5. Other Events. - ---------------------- Fruehauf Trailer Corporation, a Delaware corporation (the "Corporation"), 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 States 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 September 1997, filed with the Bankruptcy Court on October 23, 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 September 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: October 21, 1997 By: /s/ James Wong ------------------ ------------------- James Wong Chief 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 September 1997 EX-99.1 2 MONTHLY OPERATING REPORT FOR SEPTEMBER 1997 OFFICE OF THE U.S. TRUSTEE - REGION 3 MONTHLY REPORTING REQUIREMENTS For the month of September 1997 Debtor Name: Fruehauf Trailer Corporation Case Number: 96-1563 (PJW) Explanation Document Previously Explanation Required Documents Attached Submitted Attached ------------------ -------- ---------- -------- Condensed Statement of Operations X Condensed Balance Sheet X Statement of Cash Receipts and Disbursements X Statement of Aged Receivables X Statement of Aged Payables X Statement of Operations, Taxes, Insurance and Personnel X Tax Receipts X Other Documentation as required by the Trustee X The undersigned individual certifies under penalty of perjury (28 U.S.C. section 1746) that to the best of the individual's knowledge, the documents appended are true and correct. By: /s/ James Wong Date: October 21, 1997 ---------------- ----------------- James Wong Chief Financial Officer 2 OFFICE OF THE U.S. TRUSTEE - REGION 3 MONTHLY REPORTING REQUIREMENTS For the month of September 1997 Debtor Name: Fruehauf Trailer Corporation Case Number: 96-1563 (PJW) On April 16, 1997, Fruehauf Trailer Corporation ("FTC" or "the Debtor") completed the sale of all of its domestic operations and operating assets to Wabash National Corporation ("the Asset Sale"). In conjunction with the Asset Sale, the number of FTC employees was reduced from 1,185 to five full time equivalents ("FTEs"). None of these five FTEs were employees of FTC prior to the Asset Sale. In addition, the historical records, including accounting records, were included with the assets sold. Therefore, without such historical records and institutional memory, FTC has been unable to prepare accurate and meaningful financial statements prior to June 1, 1997. On June 1, 1997 the remaining assets and financial documents were transferred from Indianapolis, Indiana to the current FTC headquarters located in Corona del Mar, California. Henceforth, the Debtor began "fresh start" accounting procedures and financial statements. The Debtor, to the best of its ability and utilizing the information available, has attempted to reconstruct and substantiate such financial statements. The due diligence involved in preparation of the "fresh start" financial documents includes: closing and reconciling bank accounts; consolidating and negotiating more favorable insurance coverage, including seeking potential refunds; seeking potential environmental recoveries from various state funds; assessing valuations on the various properties that remain with the Debtor; and verifying and scheduling the numerous payables outstanding. The Debtor continues to receive invoices for services rendered and/or goods received for the period subsequent to filing bankruptcy and prior to the Asset Sale (between October 8, 1996 and April 16, 1997). In addition, the Debtor continues to receive various refunds of monies from tax authorities and other entities, albeit at de minimus amounts. Thus, the financial statements as contained herein may be subject to modification due to the aforementioned effects or other causes not currently known. In addition, the financial statements contained herein are unaudited. (continued) 3 OFFICE OF THE U.S. TRUSTEE - REGION 3 MONTHLY REPORTING REQUIREMENTS For the month of September 1997 Debtor Name: Fruehauf Trailer Corporation Case Number: 96-1563 (PJW) The September 1997 financial statements have been restated to reflect additional and more accurate information with respect to certain assets of the Debtor. Due to such modifications, a cash flows statement will not reflect accurate data, and thus will not be presented. Due to the lack of accounting data, no material change in financial activity and lack of any information to the contrary, and in the interests of consolidating administrative functions, no additional documentation will be provided related to the following entities: Debtor Name: Case Number: - ------------ ------------ Maryland Shipbuilding & Drydock Company 96-1564 (PJW) Jacksonville Shipyards, Inc. 96-1565 (PJW) Fruehauf Corporation 96-1567 (PJW) FGR, Inc. 96-1568 (PJW) The Mercer Co. 96-1569 (PJW) Deutsche-Fruehauf Holding Corporation 96-1570 (PJW) MJ Holdings, Inc. 96-1571 (PJW) E.L. Devices, Inc. 96-1572 (PJW) Management shall again provide detailed reporting should any future material financial activity occur in any or all of the respective reporting entities. 4 OFFICE OF THE U.S. TRUSTEE - REGION 3 CONDENSED BALANCE SHEET - UNAUDITED For The Month Ending September 30, 1997 (Dollars in Thousands) Debtor Name: Fruehauf Trailer Corporation Case Number: 96-1563(PJW)
9/30/97 8/31/97 7/31/97 ------- ------- ------- ASSETS Current Assets Cash & Short-term investments $ 6,459 $ 6,888 $ 461 Restricted cash 504 1,337 450 Miscellaneous receivables 0 199 29 Environmental receivables 63 250 249 Insurance refunds 2,968 2,854 2,854 Prepaid expenses 527 206 510 ------- ------- ------- Total Current Assets 10,521 11,734 4,553 Other Assets Investment in Fruehauf de Mexico subsidiary 1,500 1,500 1,350 Wabash common stock (1) 10,427 11,200 12,750 Wabash preferred stock(2) 21,464 16,368 13,200 Jacksonville Note Receivable, net (3) 3,777 3,777 1,000 Kearney Note Receivable, net (4) 1,700 1,710 1,000 Property held for sale 440 440 440 ------- ------- ------- Total Other Assets 39,308 34,995 29,740 ------- ------- ------- Total Assets $49,829 $46,729 $34,293 ======= ======= =======
(1) Between July 29, 1997 and September 12, 1997, the Debtor sold 600,000 shares of Wabash common stock at an average share price of $28.03, less a 7% brokerage fee to Merrill Lynch for executing the transactions. Net proceeds to the Debtor were $15.6 million, of which $8.3 million was used to repay the BofA DIP facility. The $10.47 million balance reflects the remaining 400,000 shares at an average price of $28.03 per share less than the 7% fee. (2) The value of the Wabash Preferred Stock reflects an anticipated full conversion of the 352,000 shares of Preferred Stock to Common Stock, at the conversion price of $21.375 per share and a Common Stock market price of $28.03 per share, less an estimated 7% transaction fee. (3) Represents the current outstanding balance of the Jacksonville note. (4) Represents the current outstanding balance of the Kearney note. 4 OFFICE OF THE U.S. TRUSTEE - REGION 3 CONDENSED BALANCE SHEET - UNAUDITED For The Month Ending September 30, 1997 (Dollars in Thousands) Debtor Name: Fruehauf Trailer Corporation Case Number: 96-1563(PJW)
9/30/97 8/31/97 7/31/97 ------- ------- ------- LIABILITIES & EQUITY Current Liabilities Accounts payable $ 590 1,781 1,688 Professional fees (1) 1,194 Accrued interest 0 0 204 Accrued professional fees 400 1,000 1,642 ------- ------- ------- Total Current Liabilities 2,184 2,781 3,534 Long-term Liabilities B of A DIP loan 0 0 7,518 ------- ------- ------- Total Liabilities Not Subject to Compromise 2,184 2,781 11,052 Liabilities Subject to Compromise: Accounts payable 33,640 33,640 33,640 Long-term debt 60,390 60,390 60,390 Accrued interest 4,330 4,330 4,330 Retiree healthcare benefits 23,105 23,105 23,105 Intercompany accounts payable 62,201 62,201 62,201 Other liabilities 24,440 24,440 24,440 ------- ------- ------- Total Liabilities Subject to Compromise 208,106 208,106 208,106 ------- ------- ------- Total Liabilities 210,290 210,887 219,158 EQUITY Opening Equity Balance (159,894) (167,432) (184,257) Net loss (567) 3,274 (608) ------- ------- ------- Total Equity (160,461) (164,158) (184,865) Total Liabilities & Equity $49,829 $46,729 $34,293 ======= ======= =======
(1) Included in Accounts Payable for July and August. 5 OFFICE OF THE U.S. TRUSTEE - REGION 3 CONDENSED STATEMENT OF OPERATIONS - UNAUDITED For The Month Ending September 30, 1997 (Dollars in Thousands) Debtor Name: Fruehauf Trailer Corporation Case Number: 96-1563(PJW)
9/30/97 8/31/97 7/31/97 ------- ------- ------- Sales $ 0 $ 0 $ 0 Other income (1) 48 65 15 Cost of Goods Sold 0 0 0 ------ ------- ------- Gross Margin 48 65 15 Sales, General and Administrative 141 309 170 Insurance and Insurance claims 42 26 42 ------ ------- ------- Income (loss) from operations (135) (270) (227) Interest expense 0 236 64 Equity income (loss) in Fruehauf de Mexico 50 47 34 Other 0 0 0 ----- ------- ------- Income (loss) before reorganization items (85) (459) (227) Reorganization items: Professional and other fees of bankruptcy 482 1,183 381 Gain (loss) on disposition of assets (2) 0 4,915 0 ------ ------- ------- Total Reorganization Items 482 (3,734) 381 Income (loss) before income taxes (567) 3,273 (608) Provision for income taxes 0 0 0 ------ ------- ------- Net Loss ($567) $3,273 ($608) ====== ======= =======
(1) Other Income includes interest income, state tax refunds and miscellaneous refunds. (2) The Debtor completed the sale of 600,000 shares of Wabash common stock in August 1997. Its cost basis was $17.875 per share. 6 OFFICE OF THE U.S. TRUSTEE - REGION 3 CONDENSED STATEMENT OF CASH FLOW - UNAUDITED For The Month Ending September 30, 1997 (Dollars in Thousands) Debtor Name: Fruehauf Trailer Corporation Case Number: 96-1563(PJW) None. 7 OFFICE OF THE U.S. TRUSTEE - REGION 3 STATEMENT OF AGED RECEIVABLES For the month of September 1997 Debtor Name: Fruehauf Trailer Corporation Case Number: 96-1563 (PJW) The Debtor sold all of its trade accounts receivables in conjunction with the Wabash sale on April 16, 1997. However, the Debtor continues to receive miscellaneous state tax refunds, bank fee refunds and other de minimus refunds. These amounts are currently estimated at fifty thousand dollars. The Debtor does not currently have any other material accounts receivables. 8 OFFICE OF THE U.S. TRUSTEE - REGION 3 STATEMENT OF AGED PAYABLES For The Month Ending September 30, 1997 (Dollars in Thousands) Debtor Name: Fruehauf Trailer Corporation Case Number: 96-1563(PJW)
DESCRIPTION Current 0-30 Days 31-60 Days 61-90 Days 91+ Days Total - ------------- --------- --------- ---------- ---------- -------- ------- Trade Payables $53,243 $38,519 $42,943 $16,665 $438,202 $589,573 ======== ======== ======= ===== == ======== ========
(1) Represents amounts due vendors and suppliers of goods and services to the Debtor subsequent to the filing and prior to the Asset Sale. Debtor is currently verifying all trade payables and is scheduling/paying claims on a continuous basis; however, it cannot at this time apply a precise aging schedule for each individual trade claim. (2) Represents on-going amounts due vendors and suppliers. 9 OFFICE OF THE U.S. TRUSTEE - REGION 3 STATEMENT OF OPERATIONS, TAXES, INSURANCE AND PERSONNEL For the month of September 1997 Debtor Name: Fruehauf Trailer Corporation Case Number: 96-1563 (PJW) Status of Postpetition Taxes - ---------------------------- See Tax Receipts. Payments to Insiders - -------------------- Payee Name Position Nature of Payment Amount - ----------- -------- ----------------- ------ Chriss Street Chairman and CEO Wages (A) $20,769 Chriss Street Chairman and CEO Travel and Other Expenses 6,338 James Wong CFO, Treasurer Wages (A) 6,000 James Wong CFO, Treasurer Travel and Other Expenses 6,238 Worth Frederick Vice President Wages (A) 6,923 Worth Frederick Vice President Travel and Other Expenses 3,030 Courtney Watson Corporate Secretary Wages (A) 4,231 Courtney Watson Corporate Secretary Travel and Other Expenses 0 (A) Wages represent gross wages paid for the periods ended September 5, 1997 and September 19, 1997. 10 Summary of Actual Payments to Professionals - -------------------------
September 1997 10/7/96 to Present ------------------ ------------------ Cumulative Invoices Invoices Balance Total Total Name and Relationship Received Paid Due Billed Paid - ---------------------- -------- -------- ---------- ------- ------ Debtor's Counsel - ---------------- Jones, Day, Reavis & Pogue 0 0 $ 597,108 $2,360,156 $1,763,048 Camhy, Karlinsky & Stein 0 71,130 154,983 360,481 205,498 Morris, Nichols, Arsht & Tunnel 0 22,377 30,196 281,729 251,533 Carson & Fischer 0 0 2,328 4,222 1,894 Debtor's Accountants - -------------------- Price Waterhouse LLP 0 95,562 97,065 813,088 716,023 Madeleine LLC Counsel - --------------------- O'Melveny & Meyers LLP 0 0 0 0 0 Richards, Layton & Finger 0 0 3,230 27,408 24,178 Madeleine LLC Advisor - --------------------- Policano & Manzo LLC 0 0 0 0 0 Creditors' Committee Counsel - ---------------------------- Stroock, Stroock & Lavan 0 57,319 33,132 465,697 432,565 Saul, Ewing, Remick & Saul 0 3,332 4,822 39,888 35,066 Creditors' Committee Advisors - ----------------------------- Ernst & Young LLP 0 78,259 27,049 372,677 345,628 Unofficial Bondholders' Committee Counsel - ------------------------------ Haynes & Boone 0 114,546 123,330 687,063 563,733 Young, Conaway, Stargatt & Taylor 0 11,779 627 12,406 11,779 Indenture Trustee & Counsel - --------------------------- IBJ Schroder Bank & Trust 0 0 0 0 0 Hughes, Hubbard & Reed 0 0 0 0 0 Other - ----- ARP 0 20,793 20,881 85,373 64,492 Logan & Company, Inc. 0 20,100 45,698 521,440 475,742 ATC Group Services 0 22,050 23,939 154,327 130,388 McGuire, Woods, Battle & Boothe 0 14,919 29,772 51,605 21,833 Walsh & Mongack 252 889 575 6,153 5,578 ----- ------- --------- --------- --------- Totals $252 $533,055 $1,194,735 $6,243,713 $5,048,978 ===== ======= ========= ========== =========
11 (A) Jones, Day, Reavis & Pogue received a retainer in the amount of $150,000. The retainer payment made in October 1996 is not considered in the determination of the balance due. (B) Morris, Nichols, Arsht & Tunnel received a retainer in the amount of $25,000. The retainer payment made in October 1996 is not considered in the determination of the balance due. (C) Price Waterhouse LLP received a retainer in the amount of $75,000. The retainer payment made in October 1996 is not considered in the determination of the balance due. (D) O'Melveny & Meyers LLP and Richards , Layton & Finger did not submit a formal retention application. Rather, the requirement to pay their fees is set forth in the terms of the debtor-in-possession lending facility with Madeleine LLC. (E) Policano & Manzo LLP did not submit a formal retention application. Rather, the requirement to pay their fees is set forth in the terms of the debtor-in-possession lending facility with Madeleine LLC. (F) The formal order regarding the retention of Saul, Ewing, Remick & Saul and Ernst & Young LLP by the Official Creditors' Committee had not been entered in the court docket as of the date of this submission. The date of the court approval will be included once the order is entered in the court docket. (G) The Alvarez & Marsal, Inc. engagement letter required a retainer in the amount of $125,000. The retainer payment made in October 1996 is not considered in the determination of the balance due. Adequate Protection Payments - ---------------------------- None. Insurance - --------- The debtor has negotiated more favorable coverage, terms and rates with respect to insurance coverage; it has replaced Protection Mutual and Travelers Insurance with Utica Mutual Insurance Company. Personnel - ---------- The Debtor's number of employees at September 31, 1997 remains unchanged at five full time equivalents. 12 OFFICE OF THE U.S. TRUSTEE - REGION 3 TAX RECEIPTS For the month of September 1997 Debtor Name: Fruehauf Trailer Corporation Case Number: 96-1563 (PJW) Federal, State and Local Income Taxes - ------------------------------------- The Company believes that it experienced a net operating loss for the year ended December 31, 1996. As such, the Debtor believes that no estimated federal, state or local income tax payments are due for 1996. Federal Excise Taxes - --------------------- The undersigned hereby represents that to the best of my knowledge, Fruehauf Trailer Corporation is current on all postpetition federal excise taxes. /s/James Wong - ------------------ James Wong Chief Financial Officer State and Local Sales Taxes - --------------------------- The undersigned hereby represents that to the best of my knowledge, Fruehauf Trailer Corporation is current on all postpetition state and local sales taxes. /s/ James Wong - ----------------- James Wong Chief Financial Officer 13 Payroll Withholding and Other Taxes - ------------------------------------ The undersigned represents that to the best of my knowledge with respect to remittance of payroll withholding taxes, the Debtor is current on all postpetition federal, state and local withholding and other taxes. /s/ James Wong - ------------------ James Wong Chief Financial Officer Real and Personal Property Taxes - --------------------------------- The Debtor is conducting an evaluation of real and personal property taxes as to the propriety of taxes being prepetition or postpetition and preparing a calendar for payment of what is determined to postpetition taxes. While the undersigned is currently not aware of any postpetition real and personal property taxes past due, the undersigned is not aware of delinquent postpetition real and personal property taxes. /s/ James Wong - ------------------ James Wong Chief Financial Officer 14 OFFICE OF THE U.S. TRUSTEE - REGION 3 OTHER DOCUMENTATION AS REQUIRED BY THE TRUSTEE For the month of September 1997 Debtor Name: Fruehauf Trailer Corporation Case Number: 96-1563 (PJW) QUESTIONAIRE YES NO - ------------- --- -- 1. Have any assets been sold or transferred X outside the normal course of business this reporting period? 2. Have any funds been disbursed from any account other than a debtor in possession account? X(1) 3. Are any postpetition receivables (accounts, notes or loans) due from related parties? X(2) 4. Have any payments been made on prepetition liabilities this reporting period? X(3) 5. Have any postpetition loans been received by the debtor from any party? X(4) 6. Are any postpetition payroll taxes due? X(5) 7. Are any postpetition state or federal income taxes past due? X(5) 8. Are any postpetition real estate taxes due? X(5) 9. Are any other postpetition taxes due? X(5) 10. Are any amounts owed to postpetition creditors past due? X 11. Have any prepetition taxes been paid during the reporting period? X 12. Are any wage payments past due? X 15 1. Pursuant to the Motion and Order of Debtors and Debtors in Possession for an Order (A) Approving Centralized Cash Management System, Use of Existing Bank Accounts and Business Forms and (B) According Priority Status To All Postpetition Intercompany Claims, the Debtors were authorized to continue to maintain the Prepetition Bank Accounts, as they may be modified pursuant to the terms of the DIP Agreement. As of June 1, 1997 the Debtor consolidated and re-located its corporate headquarters to Corona del Mar, California. The Debtor has closed or is in the process of closing and consolidating the 44 bank accounts it has been using prior to the April 16, 1997 transaction. The Debtor anticipates using five bank accounts going forward. 2. Effective April 15, 1997 all retiree health care benefits were terminated with the COBRA provision extended through April 25, 1997. Prior to the termination, retiree health care benefits were paid centrally at the Debtor's home office level. 3. Pursuant to the Motion and Order of Debtors and Debtors in Possession for an Order Authorizing Them to (A) Pay Prepetition Employee Wages, Salaries and Related Item; (B) Reimbursable Prepetition Business Expenses; (C ) Make Payments For Which Payroll Deductions Were Made; (D) Make Prepetition Contributions and Pay Benefits Under Employee Benefit Plans; and (E) Pay All Costs and Expenses Incident to the Foregoing Payments and Contributions and pursuant to the Motion and Order of Debtors and Debtors in Possession Authorizing Them to Honor Certain Prepetition Obligations to Customers, the Debtor has paid certain prepetition employee compensation liabilities and the Debtor has continued to honor, at its sole discretion, prepetition obligations to customers, including the provision of warranty service. 4. The Debtor, together with its affiliated debtors, entered into a debtor-in-possession lending facility with Madeleine, LLC, and affiliate of Cerberus Partners LP. In connection with the sale of the operating assets this DIP lending facility was repaid and a new facility was established with the Bank of America as of April 16, 1997. On August 15, 1997 the Bank of America facility was repaid in its entirety and closed out. 5. See detailed discussion of tax status under Tax Receipts. 16 OFFICE OF THE U.S. TRUSTEE - REGION 3 MONTHLY REPORTING REQUIREMENTS For the month of September 1997 Debtor Name: Fruehauf International Limited Case Number: 96-1566 (PJW) Explanation Document Previously Explanation Required Documents Attached Submitted Attached - ------------------ -------- ---------- -------- Condensed Statement of Operations X Condensed Balance Sheet X Statement of Cash Receipts and Disbursements X Statement of Aged Receivables X Statement of Aged Payables X Statement of Operations, Taxes, Insurance and Personnel X Tax Receipts X Other Documentation as required by the Trustee X The undersigned individual certifies under penalty of perjury (28 U.S.C. section 1746) that to the best of the individual's knowledge, the documents appended are true and correct. By: /s/ James Wong Date: October 21,1997 ---------------- ---------------- James Wong Chief Financial Officer 17 OFFICE OF THE U.S. TRUSTEE - REGION 3 CONDENSED BALANCE SHEET - UNAUDITED For The Month Ending September 31, 1997 (Dollars in Thousands) Debtor Name: Fruehauf International Limited Case Number: 96-1566(PJW)
Month Month Month Ended Ended Ended 9/30/97 8/31/97 7/31/97 ------- ------- ------- ASSETS Current Assets Cash $ 0 $ 0 $ 0 Intercompany accounts receivable 23,116 23,116 23,116 Trade accounts receivable 1,476 1,476 1,476 Other current assets 0 0 0 ------- ------- ------ Total Current Assets 24,592 24,592 24,592 Restricted cash 299 299 299 Other assets and deferred charges (260) (260) (260) Investment in Fruehauf Corp. 18,783 18,783 18,783 Investment in Deutsche-Fruehauf Holding 2,395 2,395 2,395 Investment in Fruehauf de Mexico (2,274) (2,324) (2,371) ------- ------- ------ Total Assets $43,535 $43,485 $43,438 ======= ======= ====== LIABILITIES & STOCKHOLDERS' DEFICIT Not Subject to Compromise: - -------------------------- Intercompany accounts payable 0 0 0 Other liabilities 0 0 0 ------- ------- ------ Total Not Subject to Compromise 0 0 0 Subject to Compromise: - ---------------------- Other liabilities 110 110 110 ------- ------- ------ Total Subject to Compromise 110 110 110 STOCKHOLDERS' DEFICIT 43,425 43,375 43,328 ------- ------- ------ Total Liabilities and Stockholders' Deficit $43,535 $43,485 $43,438 ======= ======= =======
18 OFFICE OF THE U.S. TRUSTEE - REGION 3 CONDENSED STATEMENT OF OPERATIONS - UNAUDITED For The Month Ending September 31, 1997 (Dollars in Thousands) Debtor Name: Fruehauf International Limited Case Number: 96-1566(PJW)
9/30/97 8/31/97 5/30/97 ------- ------- ------ Sales $ 0 $ 0 $ 0 Cost of Goods Sold 0 0 0 ------ ------ ------ Gross Margin 0 0 0 Engineering, selling and administrative expenses 0 0 0 ------ ------ ------ Income (loss) from operations 0 0 0 Interest expense 0 0 0 Other: Earnings/(loss) from Mexico operations 50 47 34 ------ ----- ------ Income (loss) before reorganization items 50 47 34 Reorganization items: Professional and other fees of bankruptcy 0 0 0 Gain (loss) on disposition of assets 0 0 0 ------ ----- ------ Total Reorganization Items 0 0 0 Income (loss) before income taxes 50 47 34 Provision for income taxes 0 0 0 ------ ----- ------ Net Income (loss) before Extraordinary item $50 $47 $34 ====== ===== ======
19 OFFICE OF THE U.S. TRUSTEE - REGION 3 STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS For the month of September 1997 Debtor Name: Fruehauf International Limited Case Number: 96-1566 (PJW) Cash Receipts - ------------- None. Cash Disbursements - ------------------ None. 20 OFFICE OF THE U.S. TRUSTEE - REGION 3 STATEMENT OF AGED RECEIVABLES For the month of September 1997 Debtor Name: Fruehauf International Limited Case Number: 96-1566 (PJW) Fruehauf International Limited has no trade receivables. Fruehauf International Limited accounts receivable at the end of the reporting period consists solely of royalty receivable amounts due from Fruehauf de Mexico S.A. de C.V. 21 OFFICE OF THE U.S. TRUSTEE - REGION 3 STATEMENT OF AGED PAYABLES For the month of September 1997 Debtor Name: Fruehauf International Limited Case Number: 96-1566 (PJW) None. 22 OFFICE OF THE U.S. TRUSTEE - REGION 3 STATEMENT OF OPERATIONS, TAXES, INSURANCE AND PERSONNEL For the month of September 1997 Debtor Name: Fruehauf International Limited Case Number: 96-1566 (PJW) Status of Postpetition Taxes - ---------------------------- See Tax Receipts. Payments to Insiders - -------------------- None. Payments to Professionals - ------------------------- None. Adequate Protection Payments - ---------------------------- None. Insurance - --------- Not Applicable. Personnel - --------- Fruehauf International Limited had no employees at the beginning and end of the reporting period. Its only operating subsidiary, Fruehauf de Mexico S.A. de C.V., has approximately 330 employees. 23 OFFICE OF THE U.S. TRUSTEE - REGION 3 TAX RECEIPTS For the month of September 1997 Debtor Name: Fruehauf International Limited Case Number: 96-1566 (PJW) None. 24 OFFICE OF THE U.S. TRUSTEE - REGION 3 OTHER DOCUMENTATION AS REQUIRED BY THE TRUSTEE For the month of September 1997 Debtor Name: Fruehauf International Limited Case Number: 96-1566 (PJW) QUESTIONAIRE YES NO - ------------- --- -- 1. Have any assets been sold or transferred X outside the normal course of business this reporting period? 2. Have any funds been disbursed from any account other than a debtor in possession account? X 3. Are any postpetition receivables (accounts, notes or loans) due from related parties? X 4. Have any payments been made on prepetition liabilities this reporting period? X 5. Have any postpetition loans been received by the debtor from any party? X 6. Are any postpetition payroll taxes due? X 7. Are any postpetition state or federal income taxes past due? X 8. Are any postpetition real estate taxes due? X 9. Are any other postpetition taxes due? X 10. Are any amounts owed to postpetition creditors past due? X 11. Have any prepetition taxes been paid during the reporting period? X 12. Are any wage payments past due? X -----END PRIVACY-ENHANCED MESSAGE-----