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, 1998
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, 1998 as a result of the time required to address various
matters relating to the Company s adoption of a liquidation basis of
accounting in its consolidated financial statements.
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 net income of $24,000 for the period from
January 1, 1998 to March 24, 1998, the date on which it adopted a
liquidation basis of accounting, as described in Note 2 of the Notes to
Consolidated Financial Statements. For the period from March 25, 1998 to
December 31, 1998, the Company expects to report an excess of expenses
(including income taxes) over revenues of $202,000, resulting in a total
loss in 1998 of $178,000. In 1997, the Company s net loss totaled $6.4
million. The improvement in 1998 is principally the result of major
expense reductions and, more importantly, the elimination of the
substantial losses which were being incurred in the Company s credit
insurance business, which was sold effective January 1, 1998. A $3.9
million loss on the disposal of that segment and an additional $825,000
operating loss from that line of business were reflected in the Company s
1997 results of operations.
CONSUMERS FINANCIAL CORPORATION
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: April 1, 1999 By: /S/ R. Fredric Zullinger
R. Fredric Zullinger
Sr. VP and CFO
