UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 0-26954
CUSIP NUMBER 209029 10 7
(Check One):
|X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form N-SAR
For Period Ended: December 31, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: _____________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
N/A
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant: Consolidated Delivery & Logistics, Inc.
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number) Mack Center IV
61 South Paramus Road
City, State and Zip Code Paramus, New Jersey 07652
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PART II -- RULES 12b-25(b) AND (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|X| a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
|X| b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof, will
be filed on or before the fifteenth calendar day following the
prescribed due date; or calendar day following the prescribed due date;
and subject quarterly report of transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
|_| c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
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PART III -- NARRATIVE
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State below in reasonable detail the reasons why Forms 10-K, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be
filed within the prescribed time period. (Attach Extra Sheets if Needed)
Consolidated Delivery & Logistics, Inc. (the "Company") is not able to
file its Annual Report on Form 10-K for the year ended December 31, 1996 (the
"Form 10-K") within the time period prescribed for such report without
unreasonable effort or expense for the reasons described below. The Company and
certain of its subsidiaries are parties to a Credit Agreement, dated as of May
31, 1996 (the "Credit Agreement"), with Summit Bank and Mellon Bank, N.A. as
co-agents for the banks party thereto (collectively, the "Banks"), pursuant to
which the Banks have provided the Company with a working capital facility (the
"Facility"). As a result of the Company's previously announced losses during
1996, as of December 31, 1996, the Company was in violation of certain of the
financial covenants contained in the Credit Agreement, including leverage,
interest and fixed charge coverage ratios. As a result of such covenant
defaults, the Banks have the right, among other things, to accelerate the
indebtedness outstanding under the Facility and to foreclose on the collateral
securing such indebtedness. The Company is currently seeking a waiver of the
defaults from the Banks pursuant to which, among other things, the Banks would
agree not to accelerate the amounts outstanding under the Facility or to
exercise their remedies under the Credit Agreement for some period of time.
While the Company has been negotiating with the Banks with respect to the terms
of such a waiver and forbearance since approximately February 26, 1997 as of the
date hereof no agreement has been reached as to the terms thereof. Depending on
the outcome of the negotiations between the Company and the Banks, certain
changes may be required in the Notes to the Company's 1996 consolidated
financial statements. The Company anticipates that an agreement with the Banks
will be finalized prior to April 15, 1997, however, there can be no assurance
that the Company will be able to achieve such an agreement with the Banks.
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
Joseph G. Wojak, Chief Financial Officer (201) 291-1900
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
As previously announced, the Company reported a loss of $683,000, or $.10
per share, for the year ended December 31, 1996 on consolidated revenues of
$171,049,000, compared to a net loss of $195,000, or $.10 per share, for the
same period in 1995, when the Company reported revenues of $39,036,000. The
principal reason for the significant change in the Company's results of
operations was an increase in Selling, General and Administrative Expenses.
Consolidated Delivery & Logistics, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date April 1, 1997 By_______________________________________________
Name: Joseph G. Wojak
Title: Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange
Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T (ss.232.13(b) of this chapter).
