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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC File Number
333-11801-01 (MS Acquisition Corp.)
333-11801 (Aetna Industries, Inc.)
(Check One):
[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: December 31, 1998
[ ] 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:
PART I - REGISTRANT INFORMATION
MS ACQUISITION CORP.
AETNA INDUSTRIES, INC.
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Full Name of Registrant
None
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Former Name if Applicable
1, rue Thomas Edison, Quartier des Chenes
78056 St. Quentin en Yvelines, France
24331 Sherwood Avenue, P.O. Box 3067
Centerline, Michigan 48015-0067 United States
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Addresses of Principal Executive Offices
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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)
[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 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
State below in reasonable detail the reasons why the 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.
MS Acquisition Corp. ("MS"), the sole stockholder of Aetna Industries,
Inc., completed a combination with Societe Financiere d' Etude et de
Developpement Industriel et Technologique S.A., a French societe
anonyme ("Sofedit"), as reported in its Current Report on Form 8-K
dated April 14, 1998 and filed April 29, 1998. The combination of
Sofedit and MS has been accounted for as a reverse acquisition. For
accounting purposes, Sofedit is considered to be the acquiror of, and
the predecessor to, MS. The 1998 Annual Report on Form 10-K will be the
initial filing of an annual report that reflects the results of such
combination.
As a result of circumstances affecting the registrants in connection
with the preparation of consolidated financial information for their
multinational operations and the preparation of certain pro forma
financial information, the registrants are currently in the process of
finalizing their consolidated financial statements and their
independent accountants are in the process of completing the audits
associated therewith. The delays associated therewith have caused the
registrants to require additional time for the completion of their
Annual Report on Form 10-K for the year ended December 31, 1998.
The foregoing reasons for the registrants' delay in filing their 1998
Annual Report on Form 10-K could not be eliminated without unreasonable
effort and expense.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Harold A. Brown (810) 759-2200
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Name Area Code and Phone Number
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities and 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 answer is no, identify reports(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.
Due to the combination of MS with Sofedit as reported in its Current
Report on Form 8-K dated April 14, 1998 and filed April 29, 1998, there
will be a significant change in results of operations from the last
fiscal year since the current year will include the combined operations
of MS and Sofedit.
Because of the combination, the complexities associated therewith, and
the preliminary nature of the audit, the registrants believe an
estimate of the results of operations would not be meaningful to
investors and cannot be made in lieu of the more extensive disclosure
required in the 1998 Annual Report on Form 10-K.
MS ACQUISITION CORP.
AETNA INDUSTRIES, INC.
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Name of Registrant as Specified in Charter
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
MS ACQUISITION CORP.
DATE: April 1, 1999 BY: /s/ Harold A. Brown
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Harold A. Brown
Vice President, Finance and Secretary
AETNA INDUSTRIES, INC.
DATE: April 1, 1999 BY: /s/ Harold A. Brown
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Harold A. Brown
Vice President, North America and Secretary
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Exhibit 1
Arthur Andersen LLP
500 Woodward Avenue, Suite 2700
Detroit, Michigan 48226-3424
April 1, 1999
Mr. Jean-Claude Garolla Mr. Harold A. Brown
Chief Financial Officer Chief Financial Officer
MS Acquisition Corp. Aetna Industries, Inc.
1, Rue Thomas Edison 24331 Sherwood Avenue
Quartier des Chenes - B.P. 605 Centerline, Michigan 48016-0067
78056 St. Quentin en Yvelines Cedex
France
Re: Delayed filing of 1998 Annual Report on Form 10-K
Dear Messrs. Garolla and Brown:
We have read the Form 12b-25 of MS Acquisition Corp. and
Aetna Industries, Inc. with respect to their 1998 Annual Report on Form 10-K to
be filed with the Securities and Exchange Commission and are in agreement with
the statements contained therein.
We hereby consent to the filing of this letter with such
companies' Notification of Late Filing on Form 12b-25.
/s/ ARTHUR ANDERSEN LLP
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