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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 333-42407
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NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 28, 1997
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[ ] 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 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: UNICCO Service Company
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Former name if applicable:
_______________________________________________________________________________
Address of principal executive office (Street and number):
Four Copley Place
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City, state and zip code: Boston, Massachusetts 02116
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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.)
(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, 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the 15th 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; and
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(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. (Attach extra sheets if needed.)
During the period covered by the subject report, the registrant
consummated a major restructuring and refinancing transaction, as part of which
USC, Inc. and its two wholly-owned subsidiaries, which were formerly under
common control with the registrant, became wholly-owned subsidiaries of the
registrant. USC, Inc. and its subsidiaries were accrual-basis entities for
income tax purposes, whereas the registrant and its other subsidiaries were and
are cash-basis tax-payers. As such, USC, Inc. and its subsidiaries elected to
become cash-basis taxpayers concurrent with the above restructuring and
refinancing. Further complicating this is the fact that USC, Inc. and its
subsidiaries were taxed as C Corporations for the first six-month period of
fiscal 1997 and elected S-Corporation status for the last six-month period of
fiscal 1997. As of the date hereof, the registrant is still in the process of
determining the appropriate accounting for the income tax consequences of the
various complications arising from the restructuring and refinancing as well as
the several elections made during the periods being reported on. The registrant
will have resolved the appropriate accounting and will file the required Form
10-Q by March 30, 1998, the new due date which includes the five day extension
provided for in this Form 12b-25 filing.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
George A. Keches (617) 859-9100
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(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
*The registrant has been subject to such filing requirements for less than 90
days.
(3) It is 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.
UNICCO Service Company
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(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 23, 1998 By:/s/ George A. Keches
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George A. Keches
Chief Financial and Accounting Officer
