SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 1-3185
NOTIFICATION OF LATE FILING
[X] Form 10-Q
For the Quarter Ended: December 31, 1995
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
Part I - Registrant Information
Full name of registrant:
UNITED MERCHANTS AND MANUFACTURERS, INC.
Address of principal executive office (Street and Number):
1650 Palisade Avenue
City, State and Zip Code:
Teaneck, NJ 07666
Part II - Rule 12b-25 (b) and (c)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject Quarterly Report on Form 10-Q will be filed on or before
the fifth calendar day following the prescribed due date;
Part III - Narrative
State below in reasonable detail the reasons why the Form 10-Q, could not
be filed within the prescribed time period.
As previously reported, effective July 31, 1995, Registrant and its
79%-owned subsidiary, Victoria Creations, Inc. ("Victoria"), each
renegotiated its borrowing arrangements with its current lender.
This renegotiated arrangement allowed the Victoria to build
inventories for its Fall 1995 season and ship finished goods to its
customers, creating accounts receivable. During the planning for the
Spring season, Victoria noted that, as a result of distribution to
new private-label channels, it would need even additional funding to
build inventories for its Spring 1996 season. Victoria has been
negotiating with the lender regarding the additional funding needed.
The same personnel who prepare the Quarterly Reports on Form 10-Q for
both the Registrant and Victoria have been preparing financial
information relating to the discussions with the lender. Additional
time is necessary to have the Form 10-Q completed and reviewed by all
the Registrant's appropriate personnel to assure adequate disclosure.
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Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Norman R. Forson (201) 837-1700
(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?
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding periods 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
Net sales for the quarter ended December 31, 1995 decreased 21% from
the net sales of $16.9 million reported for the prior year's
quarter. The decrease is the result of the sale by the Registrant of
its retail store outlet operations in December 1994. Excluding the
sales of this operation from the fiscal 1994 quarter, net sales would
show an increase of 6%. Registrant will report earnings from
continuing operations of approximately $3.5 million for the three
months ended December 31, 1995 compared with a loss of $6.5 million
for the same quarter last fiscal year. Excluding the operating loss
of the retail store outlet operations from the fiscal 1994 quarter
results, the loss would be $5.6 million for that quarter. The
earnings from continuing operations for the current quarter include
gain from sale of assets not used in the operations of $5.4 million
and reflects reduced interest expense. The loss from continuing
operations of the prior year's quarter includes a loss of $835,000 on
sale of the retail store outlet operation.
Net sales for the six months ended December 31, 1995 decreased 32%
from the net sales of $37.1 million reported for the prior year's
first half. The decrease is primarily the result of the sale by the
Registrant of its retail store outlet operations in December 1994 as
mentioned above. Excluding the sales of this operation from the
fiscal 1994 first half, net sales would show a decrease of 7%.
Registrant will report earnings from continuing operations of
approximately $12.4 million for the six months ended December 31,
1995 compared with a loss of $10.0 million for the same period last
fiscal year. Excluding the operating loss of the retail store outlet
operations from the fiscal 1994 six months results, the loss would be
$8.8 million for that period. The earnings from continuing
operations for the current six months include gain from sale of
assets not used in the operations of $5.4 million and reflects
reduced interest expense as mentioned above. In addition, these
earnings include a gain from reduction of liability for
postretirement benefits other than pension reported in the quarter
ended September 30, 1995. The loss from continuing operations of the
prior year's six months includes the loss of $835,000 on sale of the
retail store outlet operation mentioned above.
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UNITED MERCHANTS AND MANUFACTURERS, INC.
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date February 14, 1996 By /s/ Norman R. Forson
Norman R. Forson
Senior Vice President and
Comptroller
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