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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number 0-9008
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NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F
[X] Form 10-Q [ ] Form N-SAR
For Period Ended: March 31, 1997
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[ ] 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: ____________________________________
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Read attached instruction sheet 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 notification relates:----------------------------
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PART I
REGISTRANT INFORMATION
Full name of registrant: Andrews Group Incoroporated
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Former name if applicable:
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Address of principal executive office (Street and number):
35 East 62nd Street
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City, State and Zip Code
New York, NY 10021
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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.)
[ ] (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; and
[ ] (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
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.)
As a result of recent developments in the bankruptcy proceedings of Marvel
Entertainment Group Inc., Marvel Holdings Inc., Marvel (Parent) Holdings Inc.,
and Marvel III Holdings Inc. and the significant litigation that has arisen
therefrom, the Registrant has been unable to complete its quarterly report on
Form 10-Q for the quarterly period ended March 31, 1997 without unreasonable
effort and expense. The Registrant is in the process of completing its
quarterly report on Form 10-Q and expects to file the same within the
prescribed extension period.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Laurence Winoker 212 527-6310
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(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
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(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
It is estimated that the net income for the quarterly period ended
March 31, 1997 will be approximately $1,195 million, reflecting after-tax
gains of approximately $782 million on the elimination of the Company's
negative investment in Marvel (Parent) Holdings Inc. and subsidiaries and
approximately $478 million on the disposal of the Company's broadcasting
business.
Andrews Group Incorporated
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date May 16, 1997 By /s/ Laurence Winoker
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Laurence Winoker
Vice President and Controller
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