U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE):
[ ] Form 10-Q and Form 10-QSB
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form N-SAR
For Period Ended: December 31, 1999
[ ] Transition Report on Form 10-KSB
[ ] 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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Nothing in this Form shall be construed to imply that the
Commission has verified any information contained herein.
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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
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Full Name of Registrant
(Former Name if Applicable)
FIRST RESERVE, INC.
Address of Principal Executive Office (Street and Number)
1360 SOUTH DIXIE HIGHWAY
City, State and Zip Code
CORAL GABLES, FLORIDA 33146
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PART II -- RULES 12B-25(b) AND (c)
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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;
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[X] (b) The subject annual report, semi-annual report,
transition report on Form 10-KSB, 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
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
[ ] (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
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We are working on preparing the year-end financial statements to comply
with certain SEC comments received with regard to a previously filed report on
Form 10-SB/A. Specifically, we are working with the Company's management with
respect to outstanding issues regarding executive compensation and certain notes
payable. However, we expect to resolve these issues shortly which will allow the
filing of the Company's Form 10-KSB within the extension period.
Also, in connection with our Amended Form 10-SB, we received the
aforementioned comment letter from the staff of the SEC on October 27, 1999,
which included 17 comments (16 of which were accounting comments). On Monday,
November 8, 1999, a discussion was held with a representative of the SEC's
accounting staff which addressed certain concerns in the letter, most
particularly the unavailability of certain historic financial statements, as
well as other matters, including resolution of the (i) treatment of fiduciary
funds, (ii) principles of combination, including First Reserve, Inc. (the
issuer) and one of its subsidiaries, and (iii) the unavailability of certain
unaudited financial statements for prior periods, etc.
On December 29, 1999, our attorneys sent a letter to an examiner at the
SEC Division of Corporate Finance as requested by the examiner and his
supervisor, the Assistant Chief Accountant. As of this date, we have not yet
received a response to the letter. This response may have a substantial impact
on the financial statements to be filed as Part III to the Form 10-KSB.
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PART IV -- OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
DENNIS J. OLLE (305) 858-5555
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(Name) (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 it 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?
[ ] 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.
<PAGE>
FIRST RESERVE, 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/ ALLEN C. HARPER
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Allen C. Harper, Chairman
of the Board of Directors
