<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
CUSIP NUMBER: SEC FILE NUMBER:
780879AB8 333-81235
(Check One):
( ) Form 10-K ( ) Form 20-F ( ) Form 11-K (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
[X] Transition Report on Form 10-Q
[ ] 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
PART I - Registrant Information
ROYSTER-CLARK, INC.
Full Name of Registrant
600 FIFTH AVENUE, 25TH FLOOR
NEW YORK, NY 10020
Address of Principal Executive Office
<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)]
The Registrant hereby represents that:
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(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 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
12-25(c) has been attached if applicable. [Not Applicable]
PART III - Narrative
[State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof could not be filed
within the prescribed period.]
We are negotiating with our bank lenders regarding an amendment to our
senior secured credit facility, which amendment will have a bearing on the
financial statements included in the Form 10-Q being filed for the June 30, 2000
quarter.
<PAGE>
PART IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
RANDOLPH C. PRIOR (618) 346-7374
(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?
[ ] Yes [X] No
ROYSTER-CLARK, INC.
has caused this notification to be signed on its behalf of the undersigned
thereunto duly authorized.
Date: By:
AUGUST 11, 2000 /s/ WALTER R. VANCE
-------------------
Chief Accounting Officer