APPALACHIAN BANCSHARES INC
NT 11-K, 1998-06-30
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 12B-25

                                                Commission File Number 000-21383

                           NOTIFICATION OF LATE FILING

       (Check One): [ ] Form 10-K  [X] Form 11-K  [ ] Form 20-F  [ ] Form, 10-Q
                    [ ] Form N-SAR
For Period Ended:   DECEMBER 31, 1997
                 ---------------------------------------------------------------
[ ] Transition Report on Form 10-K          [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F          [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K

For the Transition Period Ended:________________________________________________


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



                         PART I. REGISTRANT INFORMATION

Full name of registrant  APPALACHIAN BANCSHARES, INC.
                        --------------------------------------------------------

Former name if applicable

________________________________________________________________________________

Address of principal executive office (Street and number)

      315 INDUSTRIAL BOULEVARD
- --------------------------------------------------------------------------------

City, State and Zip Code   ELLIJAY, GEORGIA 30540
                         -------------------------------------------------------
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                        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 annual report, semi-annual report, transition report on
         Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
         on or before the 15th 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

[X]      (c) The accountant's statement or other exhibit required by Rule
         12b-25(c) has been attached if applicable.


                               PART III. NARRATIVE

The registrant's report on Form 11-K for the year ended December 31, 1997,
cannot be filed within the prescribed period because the Company has not
obtained certain information from the Trustee of the Master Trust for the
Company's Section 401(k) Profit Sharing Plan in order to reconcile the financial
records of such Plan. Such information cannot be obtained prior to the
prescribed due date without unreasonable effort or expense.

The registrant intends to file the subject Form, which will be filed as an
amendment to its Form 10-KSB for the year ended December 31, 1997(as permitted
by Rule 15d-21), within the 15-day time period prescribed by Rule 12b-25.
<PAGE>   3
                           PART IV. OTHER INFORMATION

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

              CRAIG S. MORDOCK         (404)         885-3376
- --------------------------------------------------------------------------------
                    (Name)          (Area code) (Telephone Number)

         (2) Have all other periodic reports 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.

                          APPALACHIAN BANCSHARES, 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: June 29, 1998                        By:  /s/ Kent W. Sanford
      -------------                             -------------------
                                         Name:  Kent W. Sanford
                                        Title:  Chief Financial Officer
<PAGE>   4
                                                                      EXHIBIT 99
                                                                  TO FORM 12b-25

                       STATEMENT OF BRICKER & MELTON, P.A.


                                   FORM 12B-25
                               EXHIBIT A-12b-25(c)


                      [BRICKER & MELTON, P.A. LETTERHEAD]




Board of Trustees
Appalachian Bancshares, Inc.
    Section 401(k) Profit Sharing Plan
315 Industrial Blvd.
Ellijay, Georgia 30540


         We have read the Company's explanation of the reason for the filing of
Form 12b-25, "Notification for Late Filing." We concur that adequate information
has not been provided to us by the Company and the Trustee of the Master Trust
for Appalachian Bancshares, Inc.'s Section 401(k) Profit Sharing Plan in order
to reconcile the financial records of Appalachian Bancshares, Inc.'s Section
401(k) Profit Sharing Plan.


/s/ Bricker & Melton, P.A.


Duluth, Georgia
June 26, 1998



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