UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
FORM 10-K
FOR THE PERIOD ENDED DECEMBER 31, 1997
COMMISSION FILE NUMBER: 0-2616
CONSUMERS FINANCIAL CORPORATION
1200 CAMP HILL BY-PASS
CAMP HILL, PA 17011
PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25b, the following should
be completed.
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, or semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or 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.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 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).
The Company will be unable to file its Form 10-K for the year ended
December 31, 1997 as a result of the time required to prepare the
necessary information relating to the discontinuation of the Company s
credit insurance operations and the required restatement of prior years
financial information. Further, as part of the planned sale of the
Company s remaining business and its plans to liquidate its remaining
assets, provide for all liabilities and distribute cash to its preferred
and common shareholders, the number of Company employees has been reduced
to eight, resulting in additional restrictions on the Company s ability
to file its Form 10-K within the prescribed time period.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
R. FREDRIC ZULLINGER
(717) 730-6306
(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 reports) 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.
The Company expects to report a 1997 loss from continuing operations of
approximately $1.2 million, compared to a $1.7 million restated loss from
continuing operations in 1996. The reduced loss reflects, in part, the
overhead expense reductions which have been made during 1996 and 1997.
Discontinued operations for 1997 will reflect a loss of approximately
$4.9 million, including a $3.1 million estimated loss on the disposal of
the Company s credit insurance business. For 1996, the Company is
reporting income from discontinued operations of $503,000, which
includes an $885,000 net gain on disposal of the Company s individual
life insurance and auto auction operations. These differences account
for the majority of the expected change in the Consumers reported net
loss from $1.2 million in 1996 to $6.1 million in 1997.
CONSUMERS FINANCIAL CORPORATION
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 1998 By: /S/ R. Fredric Zullinger
R. Fredric Zullinger
Sr. VP and CFO
