-----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, Ri9Sr2XYOXEa908QxFwERGmB8NZ5NuR/qH72Ga3K7e/98uPgX/iJNpqYOJFx0jZn 2WICZMHmoSbli7s3gwcQQw== 0000874268-97-000008.txt : 19970924 0000874268-97-000008.hdr.sgml : 19970924 ACCESSION NUMBER: 0000874268-97-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970923 ITEM INFORMATION: FILED AS OF DATE: 19970923 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: 97683951 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): August 28, 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 August 1997, filed with the Bankruptcy Court on September 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 August 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: September 23, 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 August 1997 EX-99.1 2 MONTHLY OPERATING REPORT FOR AUGUST 1997 OFFICE OF THE U.S. TRUSTEE - REGION 3 MONTHLY REPORTING REQUIREMENTS For the month of August 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: Aug. 25, 1997 ---------------- -------------- James Wong Chief Financial Officer 2 OFFICE OF THE U.S. TRUSTEE - REGION 3 MONTHLY REPORTING REQUIREMENTS For the month of August 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 August 1997 Debtor Name: Fruehauf Trailer Corporation Case Number: 96-1563 (PJW) The August 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 August 31, 1997 (Dollars in Thousands) Debtor Name: Fruehauf Trailer Corporation Case Number: 96-1563(PJW)
8/31/97 7/31/97 6/30/97 ------- ------- ------- ASSETS Current Assets Cash & Short-term investments $ 6,888 $ 461 $ 599 Restricted cash 1,337 450 1,269 Miscellaneous receivables 199 29 58 Environmental receivables 250 249 249 Insurance refunds 2,854 2,854 2,654 Prepaid expenses 206 510 510 ------- ------- ------- Total Current Assets 11,734 4,553 5,339 Other Assets Investment in Fruehauf de Mexico subsidiary 1,500 1,350 1,200 Wabash common stock (1) 11,200 12,750 12,750 Wabash preferred stock(2) 16,368 13,200 13,200 Jacksonville Note Receivable, net (3) 3,777 1,000 1,000 Kearney Note Receivable, net (4) 1,710 1,000 1,000 Property held for sale 440 440 440 ------- ------- ------- Total Other Assets 34,995 29,740 29,590 ------- ------- ------- Total Assets $46,729 $34,293 $34,929 ======= ======= =======
(1) Between July 29, 1997 and August 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 $11.2 million balance reflects the remaining 400,000 shares at an average price of $28.00 per share. (2) The principal value of the Wabash Preferred Stock is $17.6 million. Based upon the transaction fee for executing the Wabash common stock, management has revised its estimate of the net proceeds available to the Debtor. (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 August 31, 1997 (Dollars in Thousands) Debtor Name: Fruehauf Trailer Corporation Case Number: 96-1563(PJW)
8/31/97 7/31/97 6/30/97 ------- ------- ------- LIABILITIES & EQUITY Current Liabilities Accounts payable $ 1,781 1,688 2,761 Accrued interest 0 204 0 Accrued professional fees 1,000 1,642 1,736 ------- ------- ------- Total Current Liabilities 2,781 3,534 4,497 Long-term Liabilities B of A DIP loan 0 7,518 6,904 ------- ------- ------- Total Liabilities Not Subject to Compromise 2,781 11,052 11,401 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 210,887 219,158 219,507 EQUITY Opening Equity Balance (162,530) (184,237) (184,176) Net loss (1,628) (628) (402) ------- ------- ------- Total Equity (164,158) (184,865) (184,578) Total Liabilities & Equity $46,729 $34,293 $34,929 ======= ======= =======
5 OFFICE OF THE U.S. TRUSTEE - REGION 3 CONDENSED STATEMENT OF OPERATIONS - UNAUDITED For The Month Ending August 31, 1997 (Dollars in Thousands) Debtor Name: Fruehauf Trailer Corporation Case Number: 96-1563(PJW)
8/31/97 7/31/97 6/30/97 ------- ------- ------- Sales $ 0 $ 0 $ 0 Other income (1) 65 15 198 Cost of Goods Sold 0 0 0 ------ ------- ------- Gross Margin 65 15 198 Sales, General and Administrative 295 156 91 Insurance and Insurance claims 26 42 102 ------ ------- ------- Income (loss) from operations (256) (183) 5 Interest expense 236 64 60 Equity income (loss) in Fruehauf de Mexico 47 34 (76) Other 0 0 0 ----- ------- ------- Income (loss) before reorganization items (445) (213) (131) Reorganization items: Professional and other fees of bankruptcy 1,183 381 371 Gain (loss) on disposition of assets 0 0 (50) ------ ------- ------- Total Reorganization Items 1,183 381 321 Income (loss) before income taxes (1,628) (594) (452) Provision for income taxes 0 0 0 ------ ------- ------- Net Loss ($1,628) ($594) ($452) ====== ======= =======
(1) Other Income includes interest income, state tax refunds and miscellaneous refunds. 6 OFFICE OF THE U.S. TRUSTEE - REGION 3 CONDENSED STATEMENT OF CASH FLOW - UNAUDITED For The Month Ending August 31, 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 August 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 August 31, 1997 (Dollars in Thousands) Debtor Name: Fruehauf Trailer Corporation Case Number: 96-1563(PJW)
DESCRIPTION 0-30 Days 31-60 Days 61-90 Days 91+ Days Total - ------------- --------- ---------- ---------- -------- ----- Post-Petition Trade Payables 10/7/96 - 4/16/97 (1) $ 0 $ 0 $ 0 $317,586 $317,586 4/16/97 - 7/31/97 (2) 21,065 0 0 0 21,065 -------- -------- -------- -------- -------- Total Post- Petition Trade Payables $21,065 $ 0 $ 0 $317,586 $338,651 Other Professional Fees 0 0 0 0 842,643 Post-Petition Professional Fees - ------------- Alvarez & Marsal 0 0 0 0 0 ARP Associates 19,000 24,420 0 0 43,420 ATC Group Services 1,036 0 2,081 17,187 20,304 Carson & Fischer 0 0 0 0 0 Ernst & Young 28,371 0 0 41,716 70,087 Hampton Human Resources 1,722 0 19,685 0 21,407 Haynes & Boone 82,701 22,247 0 75,452 180,400 IBJ Schroder/ Hughes Hubbard 0 978 0 0 978 Jones, Day 90,814 0 0 112,831 203,645 Logan & Co. 24,567 4,239 0 0 28,806 Morris Nichols 2,853 0 0 0 2,853 O'Melveny & Meyers 0 0 0 0 0 Policano & Manzo 0 0 0 0 0 Price Waterhouse 0 17,022 0 0 17,022 Richard Layton 0 0 0 0 0 Saul, Ewing 2,393 450 0 0 2,843 Stroock, Stroock & Lavan 6,237 1,465 0 0 7,702 Walsh & Monzack 42 105 0 0 147 Young, Conaway 0 0 0 0 0 ------- ------ ------- ------- ------- Total Post- Petition Professional Fees $259,736 $70,926 $21,766 $247,186 $599,614 TOTAL POSTPETITION PAYABLES $280,801 $70,926 $21,766 $564,772 $1,780,908 ======== ======== ======== ======== ==========
(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 August 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 4,549 James Wong CFO, Treasurer Wages (A) 6,000 James Wong CFO, Treasurer Travel and Other Expenses 6,180 Worth Frederick Vice President Wages (A) 6,923 Worth Frederick Vice President Travel and Other Expenses 3,030 Courtney Watson Corporate Secretary Wages (A) 4,230 Courtney Watson Corporate Secretary Travel and Other Expenses 455 (A) Wages represent gross wages paid for the periods ended August 8, 1997 and August 22, 1997. 10 Payments to Professionals - ------------------------- August 1997 Date of Court Invoices Invoices Balance Name and Relationship Approval Received Paid Due - ---------------------- -------- -------- ------- ------- Debtor's Counsel - ---------------- Jones, Day, Reavis & Pogue 10/8/96 $90,814 $ 0 $90,814 Morris, Nichols, Arsht & Tunnel 10/8/96 2,853 0 2,853 Carson & Fischer 11/18/96 0 0 0 Debtor's Accountants - -------------------- Price Waterhouse LLP 10/8/96 N/A 0 N/A Madeleine LLC Counsel - --------------------- O'Melveny & Meyers LLP (D) 0 0 0 Richards, Layton & Finger (D) 0 0 0 Madeleine LLC Advisor - --------------------- Policano & Manzo LLC (E) 0 0 0 Creditors' Committee Counsel - ---------------------------- Stroock, Stroock & Lavan 11/18/96 6,237 0 6,237 Saul, Ewing, Remick & Saul (F) 2,393 0 2,393 Creditors' Committee Advisors - ----------------------------- Ernst & Young LLP (F) 28,371 0 28,371 Bondholders' Committee Counsel - ------------------------------ Haynes & Boone 11/1/96 82,701 0 82,701 Young, Conaway, Stargatt & Taylor 11/1/96 0 0 0 Indenture Trustee & Counsel - --------------------------- IBJ Schroder Bank & Trust / Hughes, Hubbard & Reed 11/1/96 0 0 0 Other - ----- ARP 19,000 0 19,000 Hampton Human Resources 1,722 0 1,722 Alvarez & Marsal, Inc.(G) 10/9/96 0 0 0 Logan & Company, Inc. 10/8/96 24,567 0 24,567 ATC Group Services N/A 0 0 0 Walsh & Mongack N/A 42 0 42 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 August 31, 1997 remains unchanged at five full time equivalents. 12 OFFICE OF THE U.S. TRUSTEE - REGION 3 TAX RECEIPTS For the month of August 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 August 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. 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 August 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: Aug. 25, 1997 ---------------- -------------- James Wong Chief Financial Officer 17 OFFICE OF THE U.S. TRUSTEE - REGION 3 CONDENSED BALANCE SHEET - UNAUDITED For The Month Ending August 31, 1997 (Dollars in Thousands) Debtor Name: Fruehauf International Limited Case Number: 96-1566(PJW)
Month Month Month Ended Ended Ended 8/31/97 7/31/97 6/30/97 ------- ------- ------- 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 (2,324) (2,371) (2,405) ------- ------- ------ Total Assets $43,485 $43,438 $43,404 ======= ======= ====== 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 43,375 43,328 43,294 ------- ------- ------ Total Liabilities and Stockholders' Deficit $43,485 $43,438 $43,404 ======= ======= =======
18 OFFICE OF THE U.S. TRUSTEE - REGION 3 CONDENSED STATEMENT OF OPERATIONS - UNAUDITED For The Month Ending August 31, 1997 (Dollars in Thousands) Debtor Name: Fruehauf International Limited Case Number: 96-1566(PJW)
8/31/97 7/31/97 6/30/97 ------- ------- ------ 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 47 34 (76) ------ ----- ------ Income (loss) before reorganization items 47 34 (76) 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 47 34 (76) Provision for income taxes 0 0 0 ------ ----- ------ Net Income (loss) before Extraordinary item $47 $34 $(76) ====== ===== ======
19 OFFICE OF THE U.S. TRUSTEE - REGION 3 STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS For the month of August 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 August 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 August 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 August 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 290 employees. 23 OFFICE OF THE U.S. TRUSTEE - REGION 3 TAX RECEIPTS For the month of August 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 August 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-----