---------------------------
UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION ---------------------------
WASHINGTON, D.C. 20549 OMB Number: 3235-0058
Expires: May 31, 1997
FORM 12B-25 Estimated average burden
hours per response.....2.50
---------------------------
NOTIFICATION OF LATE FILING SEC FILE NUMBER
333-66221
---------------------------
CUSIP NUMBER
749199-AC9
---------------------------
(Check One): [ ] Form 10-K [ ]Form 20-F [X]Form 10-Q [ ]Form N-SAR
For Period Ended: June 30, 2000
-----------------
[ ] 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:
------------------------------------------------------
--------------------------------------------------------------------------------
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
R.A.B. Holdings, Inc.
--------------------------------------------------------------------------------
Full Name of Registrant
--------------------------------------------------------------------------------
Former Name if Applicable
444 Madison Avenue, Suite 601
--------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
New York, New York 10022
--------------------------------------------------------------------------------
City, State and Zip Code
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)
(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 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.
<PAGE>
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 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. SEE ATTACHMENT A
<PAGE>
PART IV -- OTHER INFORMATION
(1)Name and telephone number of person to contact in regard to this notification
Steven M. Grossman 212 688-4500
-------------------------------- --------------------- -----------------------
(Name) (Area Code) (Telephone Number)
<TABLE>
<CAPTION>
<S> <C> <C>
(2) Have all other periodic reports required under Section 13 or 15(d) of YES NO
the Securities Exchange Act of 1934 or Section 30 of the Investment [X] [ ]
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).
(3) Is it anticipated that any significant change in results of operations YES NO
from the corresponding period for the last fiscal year will be [ ] [X]
reflected by the earnings statements to be included in the subject
report or portion thereof?
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of results cannot be made.
</TABLE>
--------------------------------------------------------------------------------
R.A.B. Holdings, Inc.
-----------------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date August 15, 2000 By /s/ Steven M. Grossman
---------------------------- -------------------------------------------
Steven M. Grossman, Chief Financial 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).
--------------------------------------------------------------------------------
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 (s.232.201 or s.232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T (s.232.13(b) of this chapter).
<PAGE>
ATTACHMENT A
PART III - NARRATIVE
The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 2000 could not be filed within the prescribed time period since the
Registrant and its accounting staff have devoted substantial time and efforts to
finalizing its accounting matters in connection with recently completed asset
acquisitions. As a result, the financial statements of the Registrant for the
fiscal quarter ended June 30, 2000 and the notes thereto, are in the process of
being finalized.
