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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number
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NOTIFICATION OF LATE FILING
(CHECK ONE): /X/Form 10-K / /Form 11-K / /Form 20-F / /Form 10-Q / /Form N-SAR
For Period Ended:
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/X/ 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: December 31, 1996
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READ ATTACHED INSTRUCTION SHEET 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: Not Applicable
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PART I
REGISTRANT INFORMATION
Full Name of Registrant: International Wireless Communications Holdings, Inc.
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Former Name if Applicable
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Address of Principal Executive Office (STREET AND NUMBER)
400 South El Camino Real, Suite 1275
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City, State and Zip Code: San Mateo, California 94402
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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 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
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
The Company is currently awaiting the necessary financial information
relating to the results of operations of two significant subsidiaries. Both
subsidiaries are minority owned foreign investees and are accounted for using
the equity method. The Company was unable to obtain this
information without unreasonable effort and expense. The information is
expected to become available within the time permitted under Form 12b-25. The
Company anticipates filing the 10-K report within the period specified by
this regulation.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Keith D. Taylor (415) 548-0808
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(Name) (Area Code) (Telephone Number)
(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? /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.
International Wireless Communications Holdings, 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
thereunto duly authorized.
Date March 31, 1997 By /s/ Keith D. Taylor
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Keith D. Taylor
Controller and Chief Accounting Officer
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Securities and Exchange Commission
Washington, DC 20549
Form 12b-25
Attachment to Part II (c)
March 31, 1997
International Wireless Communications Holdings, Inc.
400 S. El Camino Real, Suite 1275
San Mateo, California
94402
Ladies and Gentlemen:
Pursuant to Rule 12b-25 of the General Rules and Regulations under the
Securities Exchange Act of 1934, we inform you that we have been furnished a
copy of Form 12b-25 to be filed by International Wireless Communications
Holdings, Inc. on March 31, 1997, which contains notification of the
Registrant's inability to file its Form 10-K by March 31, 1997. We have read
the Company's statements contained in Part III therein and we agree with the
stated reason as to why we have been unable to complete our audit and report
on the financial statements for the year ended December 31, 1996, to be
included in Form 10-K.
Very truly yours,
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
San Jose, California
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Securities and Exchange Commission
Washington, DC 20549
Form 12b-25
Attachment to Part IV -- Narrative
NARRATIVE:
The Company anticipates that its statement of operations will reflect a
significantly higher net loss for 1996 compared to 1995. The increase in net
loss is attributable to several factors. The Company's foreign equity
investees had significantly larger losses from operations with a resultant
increase in the Company's equity losses of affiliates approximating
$10,000,000; net interest expense increased approximately $5,000,000 as
a result of the issuance of senior discount notes in August 1996; and general
and administrative expenses increased approximately $11,000,000 due to an
overall growth in the Company's consolidated operating entities and its
general corporate office expenses.