FOUR M CORP
NT 10-K, 1997-04-01
PAPERBOARD CONTAINERS & BOXES
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                                  UNITED STATES          -----------------------
                       SECURITIES AND EXCHANGE COMMISSION        OMB APPROVAL
                             Washington, D.C. 20549      -----------------------
                                                         OMB NUMBER:   3235-0058
                                   FORM 12B-25           EXPIRES:  JUNE 30, 1994
                                                         ESTIMATED AVERAGE
                           NOTIFICATION OF LATE FILING   HOURS BURDEN
                                                         PER RESPONSE.......2.50
                                                         -----------------------

                                                 Commission File Number 333-8043

(Check  One):  [ ] Form  10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
               [ ] Form N-SAR

                                                            
               [ ] For  Period  Ended:   December 31, 1996  
               [x] 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:  December 31, 1996  
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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.
- --------------------------------------------------------------------------------

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

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PART I - REGISTRANT INFORMATION
- --------------------------------------------------------------------------------
Full Name of Registrant  Four M Corporation
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Former Name if Applicable
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115 Stevens Avenue
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Address of Principal Executive Office (Street and Number)
Valhalla, New York  10595
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City, State and Zip Code

PART II -- RULES 12B-25(B) AND (C)

If the subject  report could not be filed without  reasonable  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, 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 the  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.

PART III -- NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K, 11-K, 10-Q, N-SAR,
or the  transition  report or  portion  thereof,  could not be filed  within the
prescribed time period.

       Registrant's  financial  statements  were not  completed on or before the
date on which  Registrant's  Transition  Report on Form 10-K for the  transition
period from August 1 to December 31,  1996,  is required to be filed as a result
of delays due to changes in the  Registrant's  operations  occurring late in the
filing  period which were  required to be disclosed in this  Transition  Report,
which,  in turn, may require  additional  financial  disclosure.  The Company is
currently in the process of finishing these  necessary  adjustments and believes
at this time that the work will be completed,  and its Transition Report on Form
10-K will be filed, within the grace period provided for under Rule 12b-25.

<PAGE>

PART IV -- OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

         Michael S. Nelson               (212)                   715-9100
     ------------------------- ----------------------- -------------------------
          (Name)                      (Area Code)             (Telephone Number)

(2)  Have all other period 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 yea r 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.

     Registrant  expects  its  results of  operations  to have  decreased  to an
operating  income  of  approximately  $7.8  million  for the five  months  ended
December 31, 1996, from an operating  income of  approximately  $8.2 million for
the five months ended December 31, 1995. This decrease  resulted  primarily as a
result of a decrease in selling price per ton.


- --------------------------------------------------------------------------------



                         Four M Corporation
     --------------------------------------------------------------------
                  (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 /s/ Michael S. Nelson
    -----------------------     -------------------------------
                                 Michael S. Nelson, Assistant Secretary

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.

                                    ATTENTION
- --------------------------------------------------------------------------------
INTENTIONAL  MISSTATEMENTS  OR OMISSIONS  OF FACT  CONSTITUTE  FEDERAL  CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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