<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 333-22679
(Check One):
(X) Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1999
[ ] 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:______________________________
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
Full Name of Registrant: Zaring National Corporation
Former Name if Applicable:
Address of Principal Executive Office (Street and Number):
11300 Cornell Park Drive, Suite 500
City, State and Zip Code: Cincinnati, Ohio 45242
<PAGE> 2
PART II
RULE 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, 10-KSB, 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, 10-QSB,
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 Form 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed period.
Zaring National Corporation is unable to timely file its Annual Report
on Form 10-K for the fiscal year ended December 31, 1999 but will be able to
file such report on or before the fifteenth calendar day following the
prescribed date for such filing.
The delay is the result of the Company's involvement with two
situations that have delayed its compilation of financial information and
required it to engage in time consuming and difficult discussions with third
parties.
First, as disclosed in the Company's Form 10-Q for the third quarter of
1999 the Company did not meet the debt-to-equity covenant level in its loan
agreements with certain banks. Such covenant violations have continued since
that date. The banks have not waived the violations and the Company has been
engaged in negotiations with the banks to secure such waivers. In the event that
such waivers are not received, the banks have the continuing right to accelerate
the scheduled payments provided in the loan agreements. The Company is
endeavoring to resolve this situation prior to the filing of the Form 10-K.
Second, as previously disclosed, in the same Form 10-Q, the Company is
aware of an entrapped moisture problem in certain homes that have been
constructed by its subsidiary in Mason, Ohio. As disclosed in a Form 8-K filed
on March 24, 2000, the Company estimates that the cost to correct the moisture
problem in the affected homes is approximately $3.8 million, which amount may be
reduced by the amount of potential recovery from the Company's insurance
carriers. The net charge is recordable in the fourth quarter of 1999 and the
Company is endeavoring to ascertain to the extent practicable the net charge to
be reported in its financial statements for fiscal year 1999.
<PAGE> 3
The Company has been working diligently to resolve these two issues and
the Company's inability to timely file the Form 10-K is beyond its control and
could not be eliminated by the Company without unreasonable effort or expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Mark H. Longenecker, Jr. (513) 651-6904
-----------------------------------------------------------
(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). If 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.
For the fiscal year ended December 31, 1999, it is anticipated that the
net loss for the year could approximate $15.7 million as compared to a net loss
of $6.4 million reported for the fiscal year ended December 31, 1998.
Significant changes in results anticipated to be reported for 1999 as compared
to 1998 include:
o In December 1999, the Company's Board of Directors approved plans
to wind up the affairs of Hearthside Homes LLC, the entry-level
home segment of the Company. It is anticipated the 1999 loss on
discontinued operations will approximate $4.5 million as compared
to $0.2 million in 1998. The 1999 loss will include the writedown
of assets to estimated realizable values and the estimated costs
of disposing of the operations of approximately $1.75 million,
before applicable tax benefits.
o As of December 31, 1999, the Company estimates the cost of
remediation associated with certain moisture and mold related
issues in luxury site-built homes in Mason, Ohio communities
could approximate $3.8 million. Certain of the costs associated
with the remediation efforts could be subject to recovery through
the Company's insurance. In the opinion of management and legal
counsel, it is remote that insurance recoveries will
<PAGE> 4
be less than $1.0 million. Accordingly, it is anticipated the
1999 consolidated results of operations will include an
incremental warranty provision of approximately $2.8 million,
before applicable tax benefits.
o It is anticipated that a tax valuation allowance of approximately
$1.1 million will be included in the 1999 consolidated results of
operations due to uncertainties whether previously deferred tax
assets associated with HomeMax, Inc., the retail distribution
manufactured homes segment, will be realized through prospective
taxable income of the segment. In addition, it is anticipated
that the 1999 consolidated results of operations will not include
a benefit of approximately $2.8 million related to losses
associated with HomeMax which otherwise would have been reported
had this segment been included in the Company's consolidated tax
return for all of 1999 as it was in 1998.
o It is anticipated that the pretax operating income associated
with Zaring Homes, Inc. the Company's luxury, site-built homes
segment, prior to the incremental warranty provision noted
previously, will be approximately $5.0 million less in 1999 as
compared to 1998.
Zaring National Corporation
--------------------------------------------
(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 30, 2000 By /s/ Ronald G. Gratz
---------------------------------------
Ronald G. Gratz
Chief Financial Officer, Secretary and Treasurer
