SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 1-14510
NOTIFICATION OF LATE FILING
(X) Form 10-K ( ) Form 11-K ( ) Form 20-F ( ) Form 10-Q
( ) Form N-SAR
For Period Ended: June 30, 1998
( ) Transition Report on Form 10-K ( ) Transition Report on Form 10-Q
( ) Transition Report on Form 20-F ( ) Transition Report on Form N-SAR
( ) Transition Report on Form 11-K
For Transition Period Ended: Not applicable.
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: The notification
relates to items 6, 7, 7A, 8 and 14(a) of Form 10-K.
PART I
REGISTRANT INFORMATION
Full name of registrant: Precision Auto Care, Inc.
Former name, if applicable: Not Applicable
Address of principal executive office: 748 Miller Drive, S.E.
City, state and zip code: Leesburg, Virginia 20175
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 reason described in 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, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
on or before the 15th 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
[X] (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, 11-K, 20- F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.
The information called for by items 6, 7, 7A, 8 and portions of item 14 of
the Registrant's Annual Report on Form 10-K cannot be filed within the period
prescribed for by such report without unreasonable effort or expense. The
Registrant's auditors will not be able to complete their examination of certain
evidentiary material required to complete their audit by 5:30 p.m. September 28,
1998. The Registrant has been unable to supply certain material to the
independent auditors in order for them to complete their audit in a timely
fashion due, in part, to the fact that the Registrant's Chief Financial Officer
and Chief Executive Officer have been involved in negotiating an amendment to
the Registrant's credit facility. This amendment to the credit facility was
necessitated because, as reported on the Registrant's Current Report on Form 8-K
dated September 23, 1998, the Registrant was in violation of various covenants
contained in its credit agreement as of June 30, 1998. The Registrant expects to
file the omitted material under cover of a Form 10-K/A within the next several
days.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
John F. Moynahan (703) 777-9095
(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?
( ) 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.
Precision Auto Care, Inc.
---------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: September 28, 1998 By: /s/ John F. Moynahan
---------------------------------
John F. Moynahan
Senior Vice President and
Chief Financial Officer
EXHIBIT A
ACCOUNTANT'S STATEMENT
Pursuant to Rule 12b-25 of the General Rules and Regulations under the
Securities Exchange Act of 1934, we inform you that we have been furnished a
copy of Form 12b-25 to be filed by Precision Auto Care, Inc. on or about
September 28, 1998, which contains notification of the registrant's inability to
file its Annual Report on Form 10-K by September 28, 1998. We have read the
Company's statements contained in Part III therein and we agree with the stated
reasons as to why we have been unable to complete our audit and report on the
consolidated financial statements for the year ended June 30, 1998, to be
included in the Form 10-K.
Very truly yours,
/s/ Ernst & Young LLP
- --------------------------
ERNST & YOUNG LLP
Vienna, Virginia
September 28, 1998
