U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: August 3, 1996
[ ]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:
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 1 - Registration Information
Full Name of Registrant
Former Name if Applicable
Best Products Co., Inc.
Address of Principal Office (Street and Number)
1400 Best Plaza
City, State and Zip Code
Richmond, Virginia 23227-1125
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 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.
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 time period.
As previously announced, the Registrant is in the process of reviewing
options available to it in view of its poor sales performance. Because of the
significant effort being expended in this review and the significant impact of
certain options on the Registrant, the Registrant requires additional time to
prepare the Form 10-Q. The Registrant currently anticipates that the Form 10-Q
will be filed on or before September 23, 1996.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification
W. Edward Clingman, Jr. (804) 261-2035
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 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
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.
See Attachment "A"
<PAGE>
Best Products Co. 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: September 17, 1996 By: /s/ W. Edward Clingman, Jr.
---------------------------
W. Edward Clingman, Jr.
Senior Vice President, General Counsel
By: /s/ Sharyn P. Hunt
---------------------------
Sharyn P. Hunt
Vice President and Controller
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).
<PAGE>
ATTACHMENT "A"
Net sales for the thirteen weeks ended August 3, 1996 decreased 14.0%
to $268.0 million compared to $311.8 million for the same period of fiscal 1995.
Net sales for the twenty-six weeks ended August 3, 1996 decreased 8.0% to $537.8
million compared to $584.6 million for the same period of fiscal 1995. These
results are primarily due to 16.1% and 11.6% decreases in same store sales for
the quarter and fiscal year to date, respectively. The Company attributes most
of the decrease in same store sales to a weaker promotional program and
competitive market pressures.
The Company's net loss for the thirteen weeks ended August 3, 1996 was
$31.5 million or $1.01 per share compared to a net loss of $7.1 million or $.23
per share for fiscal 1995. The Company's net loss for the twenty-six weeks ended
August 3, 1996 was $66.1 million or $2.11 per share compared to a net loss of
$15.2 million or $.48 per share for fiscal 1995. The increased loss is
attributed primarily to the decrease in same store sales, lower gross margin
rates, and higher interest, depreciation and amortization during the first half
of fiscal 1996 compared to the same period of fiscal 1995, and higher selling,
general and administrative expenses in the first quarter of fiscal 1996 compared
to the first quarter of fiscal 1995.
