UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
000-3928
CUSIP NUMBER
( X ) Form 10-K and Form 10-KSB ( ) Form 20-F ( ) Form 11-K
( ) Form 10-Q and Form 10-QSB ( ) Form N-SAR
For Period Ended April 30, 1998
( ) 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:
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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: N/A
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PART I - REGISTRANT INFORMATION
Full name of Registrant
Wellington Hall, Limited
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Former Name if Applicable
N/A
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Address of Principal Executive Office (Street and Number)
425 John Ward Road
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City, State and Zip Code:
Lexington, North Carolina 27295
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<PAGE>
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)
( 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, Form 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 on transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar year allowing 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 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).
The audit of the Registrant's consolidated financial statements cannot be
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completed without unreasonable effort or expense because of unanticipated
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delays in connection the the audit of Muebles Wellington Hall, S.A. the
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Registrant's foreign subsidiary. These delays also have caused the
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Registrant to be unable to prepare the remaining portions of the
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Registrant's Form 10-KSB in a timely manner without unreasonable effort or
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expense.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Hoyt M. Hackney, Jr. (336) 249 4931
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(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities and 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
<PAGE>
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.
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WELLINGTON HALL, LIMITED
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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: July 30, 1998 By:
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Hoyt M. Hackney, Jr., President
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549
FORM 12B-25
ATTACHMENT TO PART II (C)
To Wellington Hall, Limited
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 Wellington Hall, Limited (the "Registrant")
on July 30, 1998, which contains notification of the Registrant's inability to
file its Form 10-KSB by such date. We have read the Registrant's statements
contained in Part III therein and we agree with the stated reason as to why we
have been unable to complete our audit on the financial statements of Registrant
for the year ended April 30, 1998 and provide our report to be included in Form
10-KSB.
/s/ Turlington and Company, L.L.P.
Turlington and Company, L.L.P.
Lexington, North Carolina
July 30, 1998
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549
FORM 12B-25
ATTACHMENT TO PART II (C)
To Wellington Hall, Limited
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 Wellington Hall, Limited (the "Registrant")
on July 30, 1998, which contains notification of the Registrant's inability to
file its Form 10-KSB by such date. We have read the Registrant's statements
contained in Part III therein and we agree with the stated reason as to why we
have been unable to complete our audit on the financial statements of Muebles
Wellington Hall, S.A. for the year ended April 30, 1998 and provide our report
to be included in Form 10-KSB.
/s/ KPMG Peat Marwick
KPMG Peat Marwick
San Pedro, Sula
Honduras, C.A.
July 30, 1998
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549
FORM 12B-25
ATTACHMENT TO PARK IV - NARRATIVE
NARRATIVE:
The Registrant anticipates that its statement of operations for the fiscal year
ended April 30, 1998 will reflect an operating loss estimated to be
approximately $1,012,000, which compares to a loss of $507,212 reported for
fiscal 1997. The loss is a result generally of slow sales, excessive inventories
exaggerated by the slow sales, and the Company's limited operating capital.
Because of the slow sales and to avoid increasing inventories, it was necessary
during most of the year to reduce production, primarily assembled production, in
the Registrant's domestic operation to levels below that required to manage
labor and overhead costs. In addition, to generate cash to cover the operating
loss, the Registrant sold off inventories at highly discounted prices. Cost of
sales then for domestic operations increased as a percentage of sales from 75%
to 91% equating to approximately $570,000.
Adding to the loss was a poor performance by the Registrant's foreign subsidiary
particularly during the fourth quarter. This was caused by slow sales making it
was necessary during most of the year to reduce production, primarily assembled
production, in the Registrant's foreign operation to levels below that required
to manage labor and overhead costs. Cost of goods sold in the foreign operation
are estimated to have increased by approximately $70,000 for the fiscal year.
