<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 333-08871
---------
Form 10-Q
For the period ended June 30, 1997
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: MCII HOLDINGS (USA), INC.
----------------------------
Address of principal office:
Street and Number 10 East Golf Road
----------------------------
City, State, and Zip Code Des Plaines, Illinois, 60016
----------------------------
PART II
RULE 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-25(b), the
following should be completed. (Check appropriate box.)
[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 quarterly report on Form 10-Q will be filed on or
before the 15th 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.
<PAGE> 2
PART III
NARRATIVE
State below in reasonable detail why Form 11-K could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
The Company's Mexican subsidiary, acquired earlier this year, has had
problems making conversions from Mexican GAAP to United States GAAP. This has
delayed obtaining statements which can be consolidated with the remainder of
the Company's subsidiaries.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Terry Moynihan (847) 375-1261
---------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) or
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months been filed? If the 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's United States and Canadian operations have recorded sales
and operating income increases for the first six months of 1997 which exceed
the same period last year by 8.6% and 38.9%. Income from continuing operations
for these subsidiaries increased 41.2%. Mexican operations are estimated to
have had a small pretax profit in the first six months of 1996 and a small
pretax loss in the first six months of 1997. These estimates need to be
finalized and the matter of income taxes is a significant item to be resolved.
<PAGE> 3
CONSORCIO G GRUPO DINA, S.A. DE C.V.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date August 15, 1997 By /s/ Robert M. Popowich
--------------- --------------------------
(Robert M. Popowich)
(Chief Financial Officer)
