U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
[ X ] Form 10-K and Form 10-KSB [ ] Form 20F [ ] Form 11-K [ ] Form 10-Q and
Form 10-QSB [ ] Form N-SAR
SEC FILE NUMBER
333-14495-01
CUSIP NUMBER
69833HAE0
(CHECK ONE:)
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: _________________________________________
- --------------------------------------------------------------------------------
READ ATTACHED INSTRUCTION SHEET 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 Panda Global Holdings, Inc.
Former Name if applicable
--------------------------------------------------------------------------
Address of Principal Executive Office (STREET AND NUMBER)
4100 Spring Valley, Suite 1001
City, State and Zip Code
Dallas, Texas 75244
- --------------------------------------------------------------------------------
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 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.
<PAGE>
- --------------------------------------------------------------------------------
PART III - NARRATIVE
- --------------------------------------------------------------------------------
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period. (Attach Extra Sheets if
needed) See Attachment "A"
- --------------------------------------------------------------------------------
PART IV - OTHER INFORMATION
- --------------------------------------------------------------------------------
(1) Name and Telephone number of persons to contact in regard to this
notification
Jerry Sanders (972) 980-7159
(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). [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.
PANDA GLOBAL HOLDINGS, INC.
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 29, 2000 By: /s/ JANICE CARTER
Name: Janice Carter
Title: Executive Vice President, Secretary
and 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.
<PAGE>
ATTACHMENT "A"
Part III - Narrative
The Registrant expects to file its Annual Form 10-K for the period
ended December 31, 1999, on or before April 14, 2000. The Registrant's
financial information for such report has been delayed due to new and
additional complex issues which need to be addressed in the Annual Report
on Form 10-K. Such issues were not applicable in previous Exchange Act of
1934 reports of the Registrant. Accordingly, the Registrant and its public
accountants will require additional time to determine the appropriate
disclosure in regard to such issues.
Part IV - Other Information
(3) Explanation. It is anticipated that there will be a significant
change in the results of operations for the year ended December 31, 1999
as compared to the year ended December 31, 1998, due primarily to the gain
recognized from the sale, during the first quarter of 1999, of an interest
in a power project located near Paris, Texas (reported by the registrant
in previous filings pursuant to the Exchange Act of 1934). The Registrant
currently anticipates that its net income will be approximately $32.0
million for the year ended December 31, 1999, as compared to a net loss of
$1.9 million for the year ended December 31, 1998.
<PAGE>
March 29, 2000
Panda Global Holdings, Inc.
4100 Spring Valley Road, Suite 1001
Dallas, Texas 75244
Dear Sirs:
You have furnished us with a copy of your "Notification of Late Filing"
on Form 12b-25 dated March 29, 2000.
We are in agreement with the comments under Part III of the Form with
respect to the reasons why the Form 10-K for Panda Global Holdings, Inc.
for the year ended December 31, 1999 will not be filed by March 30, 2000.
Yours truly,
DELOITTE & TOUCHE LLP
Dallas, Texas