UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
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FORM 12b-25 SEC FILE NUMBER
NOTIFICATION OF LATE FILING CUSIP NUMBER 87157J106
(Check one) []Form 10-K []Form 20-F [X]Form 11-K []Form 10-Q []Form N-SAR
For Period Ended: December 31, 1999
[]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)
[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, 1999 will be delayed because the Plan's trustee in 1999,
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
26, 2000, Syncor has not received the documents. Merrill Lynch has informed
Syncor that it cannot provide the documents until, at the earliest, July 5,
2000. 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 28, 2000.
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 28, 2000 is attached
as Exhibit B.
Potential persons who are to respond
(Attach Extra to the collection of information
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SEC 1344 (2-99)
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 26, 2000 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).
Exhibit A
[MERRILL LYNCH LETTERHEAD]
Benefits and Investment Solutions
Emily R. Fernandez Private Client Group
Senior Client Service Manager 9603 So. Meridian Blvd.
Assistant Vice President Englewood, Colorado 80112
303/264-5060 fax - 9201
June 26, 2000
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. The necessary
financial reports will be provided to you on July 5, 2000.
Please call me if you have further questions.
Cordially,
/s/ Emily R. Fernandez
Emily R. Fernandez
Senior Client Service Manager
Assistant Vice President
Exhibit B
[KPMG LETTERHEAD]
355 South Grand Avenue Telephone 213 972 4000
Suite 2000 Fax 213 622 1217
Los Angeles, CA 90071-1568
June 22, 2000
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 26, 2000, this will not provide
us with sufficient time to complete our procedures and issue our report prior
to the filing deadline of June 28, 2000 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
