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): May 8, 1998 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 475 Park Avenue South, New York, New York 10016 (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 as Exhibit 99.1 is a copy of the Trustee's Report for the Debtor Group for the month of March 1998 which was filed with the Court and the Trustee on May 8, 1998 and May 11, 1998, respectively. On or about April 28, 1998, Registrant moved its New York City offices from 475 Park Avenue South (the "Surrendered Lease") to Maidenform's existing office facilities located at 200 Madison Avenue (the "Existing Lease"). The move consolidated the Debtor Group's New York City offices and resulted in a reduction of leasable square feet, rental payments and operating expenses for the Debtor Group as a whole. Under the Surrendered Lease, the Debtor Group leased 15,525 square feet for a monthly rental of $30,727, plus operating expenses. Under the Existing Lease, the Debtor Group leases 11,250 square feet for a monthly rental of $26,484, plus operating expenses. The Existing Lease expires June 30, 2006. Registrant believes that the facilities under the Existing Lease, which are primarily used as the Debtor Group's sales office, will be sufficient to meet the Debtor Group's office needs in New York City for the foreseeable future. The Debtor Group is in the process of rejecting the Surrendered Lease in the Court. Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Trustee's Report for the Debtor Group for the month of March 1998, which was filed with the Court and the Trustee on May 8, 1998 and May 11, 1998, respectively. 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: May 12, 1998 By: /s/ Frank Stull ------------------------------- Frank Stull Duly authorized officer to execute on behalf of Registrant Executive Vice President Chief Financial Officer 3 CONFIDENTIAL MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES MARCH 1998 FINANCIAL REPORT PACKAGE MARCH 1998 FINANCIAL REPORTING PACKAGE CONTENTS SCHEDULE PAGE MARCH 1998 MONTH - Income Statement 1 - Balance Sheet 2 - Cash Flow Statement 3 MARCH 1998 YTD - Income Statement 4 - Cash Flow Statement 5 MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES MARCH 1998 MONTH INCOME STATEMENT (in thousands) ACTUAL Net sales $ 18,751 Cost of sales 12,962 ------------------- Gross profit 5,789 % 30.9% Operating expenses Design 396 General and administrative 1,411 Advertising 205 Coop - advertising 714 Selling 1,376 Selling - Retail 1,732 Distribution 1,141 ------------------- Total 6,975 ------------------- Loss before interest and taxes (EBIT) (1,186) Interest expense 536 Reorganization cost 295 ------------------- Pretax loss (2,017) Taxes 57 ------------------- Net loss $ (2,074) ------------------- EBIT (1,186) Depreciation 430 ------------------- EBITDAR (756) ------------------- Per covenant $ (1,000) ------------------- NOTE - INCLUDES ALL YEAR END ADJUSTMENTS. (1) MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES BALANCE SHEET FOR THE PERIOD INDICATED (in thousands) MARCH 1998 ---------- ACTUAL ------ ASSETS Current assets Cash and cash equivalents $ 4,349 Accounts receivable, net 17,257 Inventories, net 71,081 Other current assets 3,344 Insurance receivable 3,148 ------------------- Total current assets 99,179 Property, plant & equipment, net 33,190 Other assets 4,999 ------------------- TOTAL ASSETS $ 137,368 =================== LIABILITIES Current liabilities Liabilities not subject to compromise Current Liabilities: Accounts payable $ 6,491 Accrued expenses 10,777 Cash collateral loan 29,637 Revolver 13,733 ------------------- Total current liabilities 60,638 Liabilities subject to compromise 216,010 Other liabilities 644 ------------------- TOTAL LIABILITIES 277,292 ------------------- EQUITY Stock 5 Paid in capital 40,899 Accumulated deficit (173,178) Year to date loss (7,650) ------------------- Total deficit (139,924) ------------------- TOTAL LIABILITIES AND DEFICIT $ 137,368 =================== NOTE - INCLUDES ALL YEAR END ADJUSTMENTS. (2) MAIDENFORM WORLDWIDE, INC. & SUBSIDIARIES MARCH 1998 MONTH STATEMENT OF CASH FLOWS (in thousands) ACTUAL ------ OPERATING ACTIVITIES Net loss $ (2,074) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 430 Changes in operating assets and liabilities: Increase in accounts receivable (1,166) Increase in inventories (157) Decrease in prepaid expenses and other assets 490 Decrease in accounts payable, accrued expenses, taxes and sundry liabilities (4,496) ----------------- Net cash used in operating activities (6,973) ----------------- INVESTING ACTIVITIES Additions to property, plant and equipment (Net) (319) ----------------- Net cash used in investing activities (319) ----------------- FINANCING ACTIVITIES Net Borrowings under revolving credit loan 4,632 ----------------- Net cash used in investing activities 4,632 ----------------- Decrease in cash (2,660) Cash at beginning of period 7,009 ----------------- Cash at end of period $ 4,349 ================= NOTE - INCLUDES ALL YEAR END ADJUSTMENTS. (3) MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES MARCH 1998 YTD INCOME STATEMENT (in thousands) ACTUAL ------ Net sales $ 44,616 Cost of sales 32,578 ----------------- Gross profit 12,038 % 27.0% Operating expenses Design 995 General and administrative 3,822 Advertising 340 Coop - advertising 1,133 Selling 3,384 Selling - Retail 4,717 Distribution 2,973 ----------------- Total 17,364 ----------------- Loss before interest and taxes (5,326) Interest expense 1,227 Reorganization cost 945 ----------------- Pretax loss (7,498) Taxes 152 ----------------- Net loss $ (7,650) ================= NOTE - INCLUDES ALL YEAR END ADJUSTMENTS. (4) MAIDENFORM WORLDWIDE, INC. & SUBSIDIARIES MARCH 1998 YTD STATEMENT OF CASH FLOWS (in thousands) ACTUAL ------ OPERATING ACTIVITIES Net loss $ (7,650) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,307 Changes in operating assets and liabilities: Increase in accounts receivable (308) Increase in inventories (3,827) Decrease in prepaid expenses and other assets 550 Decrease in accounts payable, accrued expenses, taxes and sundry liabilities (1,316) ------------------ Net cash used in operating activities (11,244) ------------------ INVESTING ACTIVITIES Additions to property, plant and equipment (Net) (351) ------------------ Net cash used in investing activities (351) ------------------ FINANCING ACTIVITIES Net borrowings under revolving credit loan 8,843 ------------------ Net cash provided by financing activities 8,843 ------------------ Decrease in cash (2,752) Cash and Cash Equivalents at beginning of year 7,101 ------------------ Cash and Cash Equivalents at end of period $ 4,349 ================== NOTE - INCLUDES ALL YEAR END ADJUSTMENTS. (5)