UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Check One:[ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q
[ ]Form N-SAR
For Period Ended: June 30, 1998
[ ]Transition Report on Form 10-K SEC FILE NUMBER
[ ]Transition Report on Form 20-F
[ ]Transition Report on Form 11-K CUSIP NUMBER
187168 AC3
[ ]Transition Report on Form 10-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
Former Name if Applicable
ClimaChem, Inc.
_________________________________________________________________
Address of Principal Executive Office (Street and Number)
16 South Pennsylvania
_________________________________________________________________
City, State and Zip Code
Oklahoma City, Oklahoma 73107
_________________________________________________________________
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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
12b-25(b) [Paragraph 23,047], 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, semiannual report, transition
report on Form 10-K, Form 20-F, 11-K, 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 the Form 10-K,
20-F, 11-K, 10-Q, N-SAR, or the transition report, or portion
thereof, could not be filed within the prescribed time period.
Additional time is needed to complete development of appropriate
disclosures for inclusion in the "Notes to Condensed Consolidated
Financial Statements" and "Managements Discussion and Analysis of
Liquidity and Capital Resources" sections of its Form 10-Q.
_________________________________________________________________
PART IV -- OTHER INFORMATION
_________________________________________________________________
(1) Name and telephone number of person to contact in regard to
this notification.
Heidi L. Brown 405 235-4546
_________________________________________________
(Name) (Area Code) (Telephone Number)
_________________________________________________________________
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(2) Have all other periodic reports under Section 13 or 15(d) of
the Securities Exchange Act of 1934 ("Exchange Act") or Section 30
of the Investment Company Act of 1940 during the preceding twelve
months (or for such shorter period that the registrant was required
to filer such reports) been filed?
[X] YES [ ] NO
If the answer is no, identify reports.
_________________________________________________________________
(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.
The Registrant was not a reporting company under the Exchange Act
during the corresponding period for the last fiscal year. However,
the Form 10Q, when filed will report net income for the three
months ended June 30, 1998 of approximately $1.6 million compared
to a net income for the three months ended June 30, 1997 of
approximately $3.1 million.
_________________________________________________________________
ClimaChem, 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: August 13, 1998 CLIMACHEM, INC.
By: /s/ Jimmie D. Jones
_____________________________
Jimmie D. Jones
Vice President and
Chief Accounting Officer
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).
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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 (Section
232.201 or Section 232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.12(c) of this chapter). [Added in Release No.34-31905
(Paragraph 85,111), (effective April 26, 1993, 58 FR 14628.]
