U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25 SEC FILE NO.:
333-05978
NOTIFICATION OF LATE FILING
CUSIP NUMBER:
(Check One): xxxxxx-xx-x
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 27, 1996
[ ] 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: n.a.
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 1 -- Registrant Information
Full Name of Registrant: EURAMAX INTERNATIONAL PLC
Former Name if Applicable:
Address of Principal Executive Office (Street and Number): 5335 Triangle Pkwy
Suite 550
City, State and Zip Code: Norcross,Georgia 30092
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.)
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(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense; Yes [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; Yes [X]
(c) The accountant's statement or other exhibit required by Rule
12-b-25(c) has been attached if applicable.
Part III -- Narrative
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof could not be filed within the
prescribed period.
The Registrant is incorporated under the laws of England and Wales. Its initial
public offering, consisting of an offering of debt securities, was initially
filed on Form 20-F. In the course of the review process, the Registrant
converted its filing to Form S-4, retaining the Form 20-F format for several
minor disclosure items. The Registrant engaged new counsel for assistance with
the Form 10-K, and the revisions to the minor disclosure items required
unanticipated additional documentation and revisions to the Form 10-K, in order
to more completely satisfy SEC requirements. In addition the process of
completing the Edgar conversion was delayed due to unexpected computer
compatability/conversions issues despite previous experience in similar
conversions. The Form 10-K was filed at approximately 9:30 pm on the due date,
May 8, 1997.
Part IV -- Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
T. Clark Fitzgerald III, Esq.
Arnall Golden & Gregory
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3450
(404) 873-8622
(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
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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.
As described in the Registrant's Registration Statement on Form S-4 (File No.
333-05978), in September 1996 the Registrant purchased, through its wholly-owned
subsidiaries, all of the issued and outstanding capital stock of certain
subsidiaries of another company which operate a fabricated products operation.
In connection with this transaction, the Company incurred additional
indebtedness and acquisition expenses. Net earnings of the Predecessor were
approximately $19.7 million for 1995; net earnings for the Predecessor for the
for the nine months ended September 25, 1996 were approximately $13.6 million
and for the Successor for the three months ended December 27, 1996 were
approximately $1.0 million, for a combined total of approximately $14.6 million
for the year (prior to dividends on preference shares of approximately $1.2
million).
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
R. Scott Vansant has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
EURAMAX INTERNATIONAL PLC
By: /s/R. Scott Vansant
Name: R. Scott Vansant
Date: May 9, 1997 Title: Vice President
Finance and Administration
433812.1
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