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UNITED STATES | OMB APPROVAL |
SECURITIES AND EXCHANGE COMMISSION +------------------+
Washington, D.C. 20549 | OMB Number: |
| 3235-0058 |
FORM 12b-25 | Expires: |
| January 31, 2002 |
NOTIFICATION OF LATE FILING | Estimated |
| average burden |
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K | hours per |
[X] Form 10-Q [ ] Form N-SAR | response..2.50 |
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For Period Ended: October 30, 1999 +------------------+
| SEC FILE NUMBER |
[ ] Transition Report on Form 10-K | |
[ ] Transition Report on Form 20-F | 21859 |
[ ] Transition Report on Form 11-K +------------------+
[ ] Transition Report on Form 10-Q +------------------+
[ ] Transition Report on Form N-SAR | CUSIP NUMBER |
| 303053102 |
For the Transition Period Ended: +------------------+
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| Read Instruction (on back page) 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. |
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Factory Card Outlet Corp.
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Full Name of Registrant
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
2727 Diehl Road
Naperville, IL 60563-2371
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City, State and Zip Code
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;
| (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
[X] | prescribed due date; or the subject quarterly report of 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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
(Attach Extra Sheets if Needed)
On March 23, 1999, the Registrant, together with its subsidiary, filed a
voluntary petition for relief under chapter 11 of title 11 of the United States
Code (the "Bankruptcy Code") with the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court"), and continues to manage its
businesses as a debtor-in-possession pursuant to Sections 1107 and 1108 of the
Bankruptcy Code. The cases bear numbers 99-685-(JJF) and 99-686-(JJF) on the
docket of the Bankruptcy Court.
A quarterly report on Form 10-Q for the quarter ended October 30, 1999, cannot
be filed on a timely basis without undue hardship because the Registrant lacks
the necessary resources, as a result of recent circumstances including the loss
of certain key accounting and finance personnel as well as the subject
bankruptcy proceeding.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Frederick G. Kraegel (630) 579-2230
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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 answer is
no, identify report(s). [X] Yes [ ] No
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(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 expects to report a 12.5% decrease in net sales from $57.7
million for the quarter ended October 31, 1998 to $50.5 million for the
quarter ended October 30, 1999. The Company expects to report a net loss of
$7.1 million (($0.94) per diluted share) for the quarter ended October 30,
1999 compared to a net loss of $2.6 million ($(0.35) per diluted share) for
the quarter ended October 31, 1998. The decrease in net sales was primarily
attributed to the closing of 27 stores in April, 1999 and a decrease in
comparable store sales of 4.1%. The increase in the net loss in the third
quarter of fiscal 1999 compared to the third quarter of 1998 was primarily
due to lower gross margins, reorganization items, net and the lack of a tax
benefit for the operating losses.
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Factory Card Outlet Corp.
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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.
Date December 15, 1999 By /s/ Frederick G. Kraegel,
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Senior Vice President and
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
+----------------------------------ATTENTION-----------------------------------+
| INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT |
| CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). |
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T ((S)232.201 or (S)232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T ((S)232.13(b) of this chapter).
SEC 1344 (2-99)
