MAIDENFORM-VF DEAL OFF

Byline: Karyn Monget

NEW YORK — Don’t reserve the honeymoon suite for VF Corp. and Maidenform Worldwide Inc.
The two companies said Thursday that they had mutually agreed to end their talks for a deal under which VF would purchase all the outstanding common stock of Maidenform and its 92 percent share of outstanding stock of NCC Industries Inc.
As reported, the two prominent foundations manufacturers signed a letter of intent for the transaction in late March. Industry executives saw the deal as easing Maidenform’s financial pressures, while giving VF a valuable brand name that would help shore up its market share in the highly competitive bra field.
Neither company would detail why the deal fell through.
A VF spokeswoman would only say, “We determined it would be in the best interest of our shareholders.”
Elizabeth J. Coleman, chairman and chief executive of the privately held Maidenform, could not be reached Thursday, but a company spokesman issued this statement from her: “We intend to resume immediately previous discussions concerning other opportunities for the company. I am confident in the potential of the Maidenform business, and look forward to new discussions to help secure our long-term success.”
The spokesman would not elaborate as to whether Maidenform was looking for new financing, or discussing a deal with other concerns. Maidenform hired Bear Stearns earlier this year to explore “long-term opportunities.”
Maidenform — a family-controlled 75-year-old mainstay of the department store bra business — does slightly over $400 million in total annual volume, which includes NCC. Innerwear in 1996 contributed $650.2 million to VF’s total sales of $5.1 billion.
The Warnaco Group — another major power in the innerwear field — has confirmed that it had looked at buying Maidenform but turned it down. Reasons, according to Linda J. Wachner, Warnaco ceo, included a financial performance that “wasn’t strong.
“We feel we are capable of getting a better share of return with our own stable of brands.”
Triumph Overseas International, a big German innerwear firm, owns approximately 28 percent of the Class A common stock of Maidenform. Triumph obtained the stake in 1995 when Maidenform acquired a 92.4 percent stake in NCC from Triumph and NCC’s former ceo, Frank Magrone. Maidenform also paid $9.8 million in cash in that deal.
Triumph had right of first refusal to buy Maidenform, according to sources. Attempts to reach Triumph’s chairman, Guenther Spiesshoser, Thursday were unsuccessful.
With the VF deal now aborted, sources see financial pressures continuing to weigh on Maidenform. While the firm late last year extended its financing agreement with its banks, that credit line will expire on May 31.
Meanwhile, NCC, which continues to be publicly traded, said in a recent filing with the Securities and Exchange Commission that it expects to report a loss of $12.7 million for the year ended Dec. 31.
NCC blamed the loss on reduced demand for and shipments of its products, increased cost of sales, and plant closure costs of $4.3 million recorded in 1996. In 1995, the manufacturer of Lilyette and Wal-Mart’s Kathie Lee bras, earned $2.8 million, or 63 cents a share, on sales of $126 million.
NCC disclosed its estimated loss while notifying the SEC that it would be filing its 10K late. In the nine months ended Sept. 28, NCC showed a loss of $5.2 million on sales of $78 million.

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