UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
Washington, D.C. 20549 Expires:January 31,2002
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FORM 12b-25 SEC FILE NUMBER
NOTIFICATION OF LATE FILING CUSIP NUMBER
(Check one) []Form 10-K []Form 20-F [X]Form 11-K []Form 10-Q
[]Form N-SAR
For Period Ended: December 31, 1998
[]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
______________________________________________________________
Full Name of Registrant
Syncor International Corporation
______________________________________________________________
Former Name if Applicable
______________________________________________________________
Address of Principal Executive Office (Street and Number)
6464 Canoga Avenue, Woodland Hills, CA 91367
______________________________________________________________
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)
SEC 1344 (2-99)
<PAGE>
[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
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
[X] (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 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.
The completion of the audit of the Syncor International
Corporation Employees' Savings and Stock Ownership Plan (the
"Plan") for the fiscal year ended December 31, 1998 will be
delayed because the Plan trustee, Merrill Lynch Trust Company,
FSB, has not been able to timely deliver to Syncor the financial
documents necessary to conduct the audit. Syncor typically
receives the audit documents on or before June 1, but as of June
18, 1999, Syncor has not received the documents. Merrill Lynch
has informed Syncor that it cannot provide the documents until,
at the earliest, June 21, 1999. As a result, Syncor's
independent auditors, KPMG LLP, has informed us that it cannot
complete the audit in time for Syncor to file the Form 11-K by
June 30, 1999.
A copy of the letter from Merrill Lynch explaining why it cannot
provide the documents is attached as Exhibit A. A copy of the
letter from KPMG LLP explaining why it cannot complete its audit
before June 30, 1999 is attached as Exhibit B.
Potential persons who are to respond
(Attach Extra to the collection of information
Sheets if Needed) contained in this form are not required
to respond unless the form displays a
currently valid OMB control number.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification.
Michael E. Mikity (818) 737-4610
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required
under Section 13 or 15(d) of the Securities [X] Yes [] No
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 answer is no,
identify report(s).
_____________________________________________________________
(3) Is it anticipated that any significant
change in results of operations from the [] Yes [X] No
corresponding period for the last fiscal
year will be 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 the results cannot
be made.
_________________________________________________________________
SYNCOR INTERNATIONAL CORPORATION
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date June 18, 1999 By /s/ Michael E. Mikity
Michael E. Mikity
CFO & Treasurer
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 the 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 (17CFR 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 (Sec. 232.201 or Sec. 232.202 of this
chapter) or apply for an adjustment in filing date pursuant
to Rule 13(b) of Regulation S-T (Sec. 232.13(b) of this
chapter).
<PAGE>
Exhibit A
[MERRILL LYNCH LETTERHEAD]
Private Client Group
9603 S. Meridian Blvd.
Englewood, CO 80112
Fax: 303 264 5557
June 16, 1999
Syncor International Corporation
Edwin Burgos
6464 Canoga Avenue
Woodland Hills, CA 91367
Re: Syncor Employee's Savings and Stock Ownership Plan
Dear Syncor International Corporation:
We apologize for the fact that Merrill Lynch has not yet provided
all the financials for the Syncor Leveraged ESOP audit.
Historically these financial reports were due to you on or before
June 1 in order to give Syncor sufficient time for their auditors
to prepare the 11K filing. This year due to our initiate to
become Y2K compliant and other system issues, the completed
financial report will be provided to you on June 21, 1999.
Please call me if you have any questions.
/s/ Mary Ann McGregor
Mary Ann McGregor
Administrative Service Manager
cc: Pam Beattie
<PAGE>
Exhibit B
[KPMG LETTERHEAD]
725 South Figueroa Street Telephone 213 972 4000
Los Angeles, CA 90017 Fax 213 622 1217
June 17, 1999
Mr. Ed Burgos
Syncor International Corporation
6464 Canoga Avenue
Woodland Hills, California 91367
Dear Ed:
This is to confirm our understanding regarding the timing of our
audit procedures related to the Syncor International Corporation
Employees' Savings and Stock Ownership Plan (the Plan). As of
the date of this letter, we have not received the year end
documents from the Plan trustee, Merrill Lynch, which we need in
order to commence our audit of the Plan. Although we anticipate
receiving these documents on June 21, 1999, this will not provide
us with sufficient time to complete our procedures and issue our
report prior to the filing deadline of June 30, 1999 for the Form
11-K. Based on the aforementioned, we recommend that you file
for an extension of time with the Securities and Exchange
Commission.
Very truly your,
KPMG LLP
/s/ John D. Owens
John D. Owens
Partner
