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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-23705
(Check One)
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [ X ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: September 30, 1999
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10Q-SB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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: N/A
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PART I
REGISTRANT INFORMATION
Full name of registrant AUTOMOTIVE PERFORMANCE GROUP, INC.
Former name if applicable N/A
Address of principal executive office (Street and number) 7341 Anaconda Avenue
City, state and zip code Garden Grove, California 92841
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 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, 10-KSB, 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 or transition report on Form 10-Q, 10-QSB, 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, 10-KSB,
11-K, 20F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if needed.)
Late in 1998 the company changed its strategy and started an extensive
restructuring which has evolved into the disposition of virtually all of its
operating units and the acquisition of other investments. This restructuring
also involved the reorganization of the management team, including the hiring of
a new President and Chief Executive Officer. The number and the complexity of
the transactions involved in the restructuring requires a significant investment
of time and resources in a short period of time to properly account for them.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Carl Walker (714)-373-2837
(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
On August 16, 1999, the Company filed a Current Report on Form 8-K. This
report disclosed the purchase of a 22% ownership position in PBT Brands, Inc.
("PBT") on August 4, 1999. This acquisition included the purchase of $110,000 in
common stock of PBT plus $3.25 million in Class B junior redeemable preferred
stock of PBT plus $990,000 in Class D junior redeemable preferred stock of PBT
and the right to invest up to 22% of the equity in any subsequent acquisitions
of PBT. That Form 8-K indicated that the financial statements and pro forma
financial information required to be filed as part of that Form 8-K were not
available by August 16 and that those documents would be filed by an amendment
to that Form 8-K. The Company has not received all of the required documents to
date and will file the amendment when it receives all required materials.
(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.
Due to the restructuring, the results of operations from last year, except
for corporate expenses, will be reflected on this year's earnings statements as
"operations from discontinued operations", and activities from new acquisitions
will be reflected in the earnings statements for the first time in the third
quarter of 1999. The third quarter operating loss was $494,000 in 1999 and
$698,000 in 1998; third quarter net loss (after inclusion of discontinued
operations) was $1,171,000 in 1999 and $3,587,000 in 1998.
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AUTOMOTIVE PERFORMANCE GROUP, 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: November 15, 1999 By: /s/ George Barraza
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George Barraza,
Chief Financial Officer
