COLOR TILE INC
NT 10-K, 1995-04-03
LUMBER & OTHER BUILDING MATERIALS DEALERS
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 12b-25
                                                               SEC File Number
                                                                   0-8777
                         NOTIFICATION OF LATE FILING             
                                                               CUSIP NUMBER

(Check One): [X] Form 10-K  [ ] Form 20-F  [ ] Form 11-K  [ ] Form 10-Q  [ ]
             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 N-SAR
[ ] Transition Report on Form 10-Q

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: N/A

                         PART I. REGISTRANT INFORMATION

Full Name of Registrant:   Color Tile, Inc.

Former Name if applicable:          N/A

Address of principal executive officer (street and number):   515 Houston Street

City, State and Zip Code:  Fort Worth, Texas 76102

                        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;

[ ]      (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


<PAGE>



         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 ifapplicable.

                              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.

         During the fourth  quarter  of the  Company's  1994  fiscal  year,  the
         Company  encountered  unanticipated   difficulties  in  completing  the
         conversion  that  had  commenced  earlier  in the  fiscal  year  of its
         computer  systems  hardware  platform and related  accounting  software
         systems.  These difficulties  delayed the Company's ability to finalize
         its fiscal year-end closing by several weeks.

                           PART IV. OTHER INFORMATION

(1)      Name and telephone number of person to contact in regard to this
         notification:

            Alan J. Bethscheider, Esq.     817               870-9632
                      (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 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.

                  Although  the  Company   expects  to  report  an  increase  in
                  systemwide  sales  of  approximately  23% in  fiscal  1994  as
                  compared to fiscal 1993, the Company  anticipates  reporting a
                  net loss for  fiscal  1994 of  approximately  $46  million  as
                  compared to a net loss for 1993 or approximately  $15 million.
                  The  change  of   approximately   $31  million  is   primarily
                  attributable  to the  combined  effects  of $29.6  million  of
                  Special  Charges  previously  reported  by the  Company in its
                  quarterly  report on Form 10-Q for the  fiscal  quarter  ended
                  October 2, 1994,  increased  interest expense of approximately
                  $16 million,  and an increased,  non-cash income tax provision
                  of  approximately  $14 million in the fourth quarter to reduce
                  deferred income tax assets to zero. The comparative  impact of
                  these  factors is partially  offset by the non-  recurrence of
                  the fiscal 1993 extraordinary loss on early  extinguishment of
                  debt of $12.6 million, a reduction of $7 million in the losses
                  on disposal of a line of business as  previously  reported and
                  an increase in operating income


<PAGE>



                  before the Special Charge of approximately $9 million.

                                COLOR TILE, 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:    April 3, 1995                      By:      /s/WILLIAM H. PAVONY
                                                     --------------------
                                Vice President,
                                                     Chief Financial Officer




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