February 24, 1994
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Culbro Corporation
1993 Form 10-K
File No. 1-1210
Filing Fees Account Number 026093
Gentlemen:
Culbro Corporation herewith files with you pursuant to Rule
12b-25 under the Securities Act of 1934 Form 12b-25 with respect to
its 1993 Form 10-K.
Very truly yours,
(A. ROSS WOLLEN)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Notification of Late Filing
Commission File Number 1-1210
Form 10-K
For period ended November 27, 1993
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
REGISTRATION INFORMATION
Full name of registrant - Culbro Corporation
Address of principal executive office (Street and Number) 387 Park
Avenue South, New York, New York 10016-8899
PART II
RULE 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 appropriate
box.)
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, 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the 15th 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
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K,
20-F, 10-Q, N-SAR or the transition report portion thereof could not
be filed within the prescribed time period. (Attach extra sheets if
needed.)
The Registrant released its 1993 fourth quarter and fiscal
year results (see attached) on February 24, 1994, just one day prior
to the required filing date for its Form 10-K. The late release date
was caused by the pending acquisition by Registrant's subsidiary, The
Eli Witt Company, of the six southern branches of NCC, L.P. (see Form
8-K filed November 30, 1993).
The Registrant therefor is not in a position, without
unreasonable effort or expense, to assemble and complete its Form
10-K for a filing on February 25 but does anticipate it will be able
to file on or before 15 days after the required filing date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to this notification. A. Ross Wollen (212) 561-8714
(2) Have all other periodic reports required under Section
13 or 15(d) or 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).
YES
(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.
NO (see attached Press Release)
(Name of Registrant as Specified in Charter) - Culbro Corporation
Has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: February 24, 1994
By: (A. ROSS WOLLEN)-Senior Vice President-Secretary
A. Ross Wollen
(212) 561-8714
NEW YORK, NEW YORK (February 24, 1994) - Culbro
Corporation (NYSE: CUC) today reported net income for the fourth
quarter of $759,000 or $0.12 per common share on sales of
$330,400,000 as compared to a net loss of $(898,000) or $(0.21) per
common share on sales of $295,257,000 in the 1992 fourth quarter.
The prior year's quarter included a pretax charge of $3,500,000
relating to restructuring measures at the Corporation's wholesale
distribution business, Eli Witt, as a result of its acquisition of
Certified Grocers of Florida, Inc. For the year ended November 27,
1993, income before the effect of an accounting change was
$1,725,000 or $0.24 per common share on sales of $1,364,576,000. In
1992, the Corporation reported net income of $1,868,000 or $0.43 per
common share on sales of $1,148,722,000. The 1993 net loss of
$(7,452,000), or $(1.89) per common share, reflects a net charge of
$9,177,000 or $(2.13) per common share for the cumulative effect of
the accounting change, adopting Statement of Financial Accounting
Standards No. 106 "Accounting for Postretirement Benefits Other Than
Pensions", effective at the beginning of 1993. The 1993 per share
results are computed after giving effect to the accounting cost of
Eli Witt's Series A preferred stock which was issued in connection
with the acquisition of Certified Grocers.
Edgar M. Cullman, Chairman of the Board, stated that 1993
was "a disappointing year in spite of the fact that all of our
businesses were profitable on an operating basis. Excluding
non-recurring items in both 1992 and 1993, our pre-tax results were
lower in 1993 due to the difficult pricing changes and margin
pressures that affected Eli Witt and the entire cigarette industry,
offset in part by a continuing profit improvement at CMS Gilbreth,
the Corporation's subsidiary in the packaging and labeling systems
business. In addition, the Corporation incurred higher interest
costs in 1993 principally reflecting the additional debt assumed in
the Certified Grocers acquisition. The results of all of our other
businesses were approximately the same as last year."
Eli Witt's previously announced agreement in principle for
the acquisition of the six southern branches of NCC L.P. is
progressing and a closing is anticipated in approximately one month.
Culbro is a diversified corporation with interests in
cigars, wholesale distribution of tobacco, groceries and sundry
consumer products, industrial products including labeling systems
and packaging machinery, real estate and landscape nursery stock.
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