U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: January 1, 1995
[ ] 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 I -- REGISTRANT INFORMATION
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Full Name of Registrant: CHAMPION PARTS, INC.
Address of Principal Executive Office (Street and Number)
2525 W. 22nd Street
Oak Brook, IL 60521
City, State and Zip Code
_________________________________________________________________
PART II -- RULES 12b-25 (b) AND (c)
_________________________________________________________________
_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 on Form 10-K, will be filed
on or before the fifteenth calendar day following the prescribed
due date;
___ (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
_________________________________________________________________
On March 23, 1995, the Registrant entered into a definitive
Preferred Stock Purchase Agreement with RGP Holdings, Inc., an
entity controlled by Raymond G. Perelman, which owns 18.1% of
the Registrant's outstanding common shares. Mr. Perelman is
currently the Company's Chairman of the Board of Directors. The
Agreement was filed on Current Report on Form 8-K dated March
23, 1995. Pursuant to this Agreement, among other things, the
Registrant has agreed to sell to RGP Holdings, Inc. an aggregate
of $5,000,001 of newly created Series A Redeemable Cumulative
Convertible Voting 9% Preferred Shares. The consummation of
this transaction is contingent upon, among other things,
approval by the National Association of Securities Dealers, Inc.
("NASD)" of an application pursuant to Section 6(c) of Part III
of Schedule D of the By-Laws of the NASD ("Schedule D") for an
exception from the provisions of Schedule D, and in particular
Section 6(i) therefore, to permit the transaction to close
without submitting it for shareholder approval. Additionally,
the transaction is contingent upon the Company's banks agreeing
to extend the Bank Loan Agreement for a period of not less than
90 days from March 31, 1995, on terms reasonably acceptable to
RGP Holdings, Inc. Following NASD approval, a ten day
notice period to Registrant's shareholders is required before
the transaction will close. The Registrant received notice on
April 3, 1995, that NASD approved the transaction.
The Registrant's primary credit facility expired on April 1,
1995. As of April 3, 1995, the banks have extended the term of
the facility to July 1, 1995 and waived existing defaults,
contingent upon completion of the above equity infusion by April
17, 1995. Two of the three banks in the credit have indicated to
the Registrant their unwillingness to participate in the credit
facility beyond July 1, 1995. The Registrant is pursuing a
replacement facility with one of its current lenders and other
financial institution(s), but there can be no assurance that the
Registrant can obtain such a facility. The Company believes its
ability to reach an agreement on a replacement credit facility
should be increased as a result of obtaining the equity infusion
contemplated by the transaction with RGP Holdings, Inc.
The Registrant cannot complete the closing of the transaction
with RGP Holdings, Inc. nor a replacement credit facility prior
to the requirement for filing the 1994 Annual Report on Form
10-K. The absence of a replacement credit facility extending
beyond 1995 will cause the Registrant to significantly modify
its disclosures in Management's Discussion and Analysis of
Financial Condition and Results of Operations and its financial
statement presentation of long-term debt and related financial
statement disclosures. The Registrant requires the additional
fifteen calendar days following the prescribed due date for the
1994 Annual Report on Form 10-K to complete the sale of
Preferred Stock to RGP Holdings, Inc. and to attempt to obtain a
firm commitment from lenders on a replacement credit facility
which extends beyond 1995.
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<PAGE>
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PART IV -- OTHER INFORMATION
_________________________________________________________________
(1) Name and telephone number of person to contact in regard
to this notification
Thomas W. Blashill (708) 573-6261
(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
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 attached Press Release dated March 3, 1995.
CHAMPION PARTS, INC.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: April 3, 1995
By Thomas W. Blashill
Thomas W. Blashill
Executive Vice President, Secretary & Treasurer
_________________________________________________________________
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C.1001).
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<PAGE>
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PRESS RELEASE
_________________________________________________________________
Champion Parts, Inc.
2525 22nd Street, Oak Brook, IL 60521
Contact: Thomas W. Blashill
Phone: 708-573-6600
FAX: 708-574-3128
FOR IMMEDIATE RELEASE
CHAMPION PARTS REPORTS FOURTH QUARTER AND YEAR END LOSS
OAK BROOK, IL , March 3, 1995 -- Champion Parts, Inc.
(NASDAQ:CREB) today reported a loss for the fourth quarter of
1994 and the year ended January 1, 1995. The net loss for 1994
was $5,839,000 or $1.60 per share, compared to net income of
$1,813,000 or 50 cents per share in 1993. The loss resulted
from a decline in sales and margins, from a special one-time
pretax charge for the consolidation of production facilities of
$3,400,000 reported in the first quarter of 1994, and loss
related to inventory . Net sales for 1994 decreased to
$95,337,000 from $100,040,000 in 1993.
For the fourth quarter ended January 1, 1995, the company
reported a net loss of $3,434,000 or 94 cents per share compared
to a net loss of $434,000 or 12 cents per share for the prior
year's fourth quarter. Net sales for the quarter increased 2.6%
to $22,165,000 from $21,611,000 .
As previously reported, the company is not in compliance with
certain financial ratio requirements in its loan agreement. The
company is currently in discussion with its banks regarding a
waiver of the noncompliance. The company is pursuing the
previously announced proposed infusion of capital and a new bank
credit facility. The company's current bank credit agreement
expires March 31, 1995.
"1994 was a challenging year for the company due to the
production consolidation and decrease in sales," said Donald G.
Santucci, president. "With the consolidation of production
facilities nearly complete, we will pursue the previously
announced infusion of capital and increasing sales, while
working to continue to improve efficiency, quality and customer
service," added Santucci.
Champion Parts is one of the country's largest independent
automotive replacement parts remanufacturers in the
multi-billion dollar automotive, truck and farm equipment
aftermarket.
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CHAMPION PARTS, INC.
CONSOLIDATED RESULTS
Unaudited
FOURTH QUARTER ENDED Jan. 1, 1995 Jan. 2, 1994
Net Sales ...................... $ 22,165,000 $ 21,611,000
Earnings (Loss) Before
Interest and Income Taxes(a) .. (2,483,000) 108,000
Interest ....................... 640,000 616,000
Earnings (Loss) Before
Income Taxes ................. (3,123,000) (508,000)
Income Taxes (Benefit) ......... 311,000 (74,000)
Net Earnings (Loss) ............ (3,434,000) (434,000)
Net Earnings (Loss) Per
Common Share ................. $ (0.94) $ (0.12)
Average Shares Outstanding ..... 3,655,266 3,655,266
YEAR ENDED Jan. 1, 1995 Jan. 2, 1994
Net Sales ...................... $ 95,337,000 $ 100,040,000
Earnings (Loss) Before
Interest and Income Taxes(a) .. (3,713,000) 4,271,000
Interest ....................... 2,423,000 2,282,000
Earnings (Loss) Before
Income Taxes ................. (6,136,000) 1,989,000
Income Taxes (Benefit) ......... (297,000) 176,000
Net Earnings (Loss) ............ (5,839,000) 1,813,000
Net Earnings (Loss) Per
Common Share ................. $ (1.60) $ 0.50
Average Shares Outstanding ..... 3,655,266 3,655,266
(a) 1994 results reflect a first quarter special one-time
pretax charge of $3,400,000 related to the consolidation of
production facilities.
