UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washingion, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
1-5300
CUSIP NUMBER
86787R-10-8
(CheckOne): Form 1O-K Form 2O-F Form 11-K X Form 1O-Q
Form N-SAR
For Period Ended: March 31, 1996
[ ] Transition Report on Form 10-K
[ I Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 1O-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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.
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
Sunstates Corporation
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
4600 Marriott Drive, Suite 200
City, State and Zip Code
Raleigh, NC 27612
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) X
(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
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, 1O-Q, N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
See Exhibit A
(Attach Extra Sheets if Needed)
SEC 1344 (6/94)
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Glenn J. Kennedy (919) 781-5611
(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). Yes X No
Form 10-K for Year Ended December 31, 1995 has not been filed.
(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 estimates of the results cannot be made.
See Exhibit B
Sunstates Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date May 15, 1996 By /s/ Glenn J. Kennedy, Treasurer
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).
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 (232.201 or 232.202 of this chapter ) or apply for an
adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T (232.13(b) of this chapter).
Exhibit A
The Company's independent accountants have not completed their audit
of the Company's financial statements for the year ended December 31,
1995. The finalization of the Company's 1995 financial condition is
necessary before the statements for the first quarter of 1996 can be
completed. At this time the Company cannot predict when the audit
will be completed.
Exhibit B
Due to continuing losses at the Company's insurance and furniture
manufacturing subsidiaries, it is anticipated that the Company
will report a significant net loss for the quarter ended March 31,
1996, which will substantially reduce or eliminate the Company's
reported stockholders' equity.
