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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER: 333-08871
(Check One): CUSIP NUMBERS: 210308AC6
0066053389
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: 12/31/97
[ ] 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:_____________
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: N/A
PART I
REGISTRANT INFORMATION
Full Name of Registrant: MCII Holdings (USA), Inc.
Former Name if Applicable: N/A
Address of Principal Executive 10 East Golf Road
Office (Street and Number):
City, State and Zip Code: Des Plaines, Illinois 60016
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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-25(b), the following
should be completed. (Check box if appropriate)
(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
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 Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report, or portion
thereof, could not be filed within the prescribed period.
On January 12, 1998, the Registrant engaged Arthur Andersen LLP to replace
Price Waterhouse LLP as the Registrant's independent accountants and conduct an
audit of the Registrant's financial statements for the year ended December 31,
1997. This late change in independent accountants has necessitated the
Registrant's request for additional time to file the Registrant's Form 10-K for
the period ended December 31, 1997.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Guillermo Kareh Aarun 011-525-420-3940
(Name) (Area Code) (Telephone Number)
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(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? 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?
[ ] Yes [X] 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.
MCII HOLDINGS (USA), INC.
(Name of Registrant as specified in its charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: April 1, 1998 By: /s/ Guillermo Kareh Aarun
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Name: Guillermo Kareh Aarun
Title: Director, Chief Executive Corporate
Officer and Secretary
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