UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 333-52599
NOTIFICATION OF LATE FILING
(Check One):[X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 1999
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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:_________________
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:
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PART I
REGISTRANT INFORMATION
Full name of registrant THE HOLT GROUP, INC.
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Former name if applicable
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Address of principal executive office (Street and number)
101 South King Street
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City, state and zip code Gloucester City, New Jersey 08030
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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 appropriate box)
[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, 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, 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.
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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.)
The annual report of The Holt Group, Inc. (the "Company") on Form 10-K
could not be filed within the prescribed time period because the Company's
audited financial statements have not been completed and could not be completed
within the prescribed time period without unreasonable effort or expense.
Without complete financial statements, the narrative portions of the report
could not be completed. The Company anticipates that its report on Form 10-K
will be filed on or before the fifteenth calendar day following its prescribed
due date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Thomas J. Holt 856 742-3000
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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
(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
The Company anticipates that results from operations for 1999 will be a
loss compared with a profit for 1998. Because year-end adjustments and other
audit provisions have not been finalized, at this time the Company is unable to
estimate with reasonable accuracy the 1999 results of operations. The Company
anticipates its report on From 10-K will be filed within the time prescribed in
Part III above.
THE HOLT GROUP, INC.
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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 30, 2000 By /s/ Thomas J. Holt
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Name: Thomas J. Holt
Title: Chief Executive Officer
<PAGE>
Exhibit A
March 29, 2000
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Gentlemen:
This letter is written in response to the requirement of Rule 12b-25(c) under
the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II
of Form 12b-25.
We are the independent auditors of The Holt Group, Inc. (the "Registrant"). The
Registrant has stated in Part III of its filing on Form 12b-25 that it is unable
to timely file, without unreasonable effort or expense, its Annual Report on
Form 10-K for the year ended December 31, 1999 because our Firm has not yet
completed our audit of the financial statements of the Registrant for the year
ended December 31, 1999 and is therefore unable to furnish the required opinion
on such financial statements.
We hereby advise you that we have read the statements made by the Registrant in
Part III of its filing on Form 12b-25 and agree with the statements made
therein. We are unable to complete our audit of the Registrant's financial
statements and furnish the required opinion for a timely filing because
information necessary to complete the audit is not yet available.
BDO Seidman, LLP
