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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
COMMISSION FILE NUMBER: 0-22191
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: June 30, 1998
/ / Transition Report Form 10-K
/ / Transition Report Form 20-F
/ / Transition Report Form 11-K
/ / Transition Report Form 10-Q
/ / Transition Report Form N-SAR
For the Transition Period Ended:_________________________
Read attached instruction 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:
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PART I
REGISTRANT INFORMATION
CCA COMPANIES INCORPORATED
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Full Name of Registrant
CONSERVER CORPORATION OF AMERICA
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Former Name if Applicable
3250 Mary Street
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Address of Principal Executive Office (Street and Number)
Coconut Grove, FL 33133
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City, State and Zip Code
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PART II
RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable
efforts or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check appropriate box)
/ / (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, semiannual report,
transition report on Form 10-K, Form 20-F, Form 11-
K, 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 Forms 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.)
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On September 25, 1998 the Registrant announced that its Chief Executive
Officer had signed a letter of intent with the Chairman of JSR Rosnftagstroy
("RNGS") and others expressing their intent to negotiate, draft and enter into
definitive agreements which could lead (i) to RNGS quaranteeing or providing
financing for and subcontract turn-key construction services for, the Company's
Sakhalin Project, (a hotel construction project in the Russian Federation) and
(ii) to RNGS and the Registrant jointly developing a hotel management business
in the Russian Federation. If these transactions are consummated RNGS interests
would obtain (i) 3,000,000 shares of Common Stock, (ii) an indirect 51% interest
in the Sakhalin Project, while the Company would indirectly hold a indirect 32%
interest. Further, in a possible exchange for the 51% interest RNGS might be
issued about 45% of the Registrant's Common Stock to be outstanding. Registrant
is currently deeply occupied in preparing for further negotiations of this
critical transaction.
The Registrant is also currently negotiating a loan to provide cash (i)
to complete its Surinam Casino which, upon completion, is expected to provide
additional cash flow to the Registrant, (ii) to pay the Registrant's current
debt, and (iii) to provide working capital.
The Registrant is and has been involved in other complex transactions
during and after the most recent fiscal year, some of them outside the U.S. Some
of them have complex adverse effects from the "Asian Crisis" and thus require
complex evaluation.
The Registrant changed accountants in early 1998, largely because its
former accountants did not have the capacity to serve the Registrant's new and
prospective international business.
In July 1998 the Registrant elected a new President, CEO and COO.
In May the Company retained a new General Counsel.
As a consequence of the foregoing and other intense activity, and
despite intense effort and additional expense, the Registrant's senior
management and staff has been unable timely to compile current, complete,
reliable and verified data. Accordingly the Registrant's Form 10-K could not be
filed within the prescribed time and Registrant seeks relief pursuant to Rule
12b-25(b) of the Securities Exchange Act of 1934.
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EXPLANATION UNDER OTHER INFORMATION,
QUESTION 3
PART IV
OTHER INFORMATION
(1) Name and telephone of person to contact in regard to this
notification:
Carl R. Hollander, Esq. (212) 753-7640
(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
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for last fiscal year will be reflected by
the earnings statement 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.
CCA COMPANIES INCORPORATED
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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: September __, 1998 By: /s/ Miles R. Greenberg
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Miles R. Greenberg
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
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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 1B U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 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, DC 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 the 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 notifications must also be filed on Form 12b-25 but
need not restate information that has not been correctly furnished. The form
shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall 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
Regulations S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulations S-T.
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