UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number 0-9209
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(Check One): CUSIP Number 769135 10 4
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( ) Form 10-K and Form 10-KSB ( ) Form 11-K ( ) Form 20-F (X) Form 10-Q
and Form 10-QSB ( ) Form N-SAR For Period Ended: September 30, 1998
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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:
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 the notification relates:
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PART I
REGISTRANT INFORMATION
Full Name of Registrant Riverside Group, Inc.
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Former Name if Applicable -----------------------------
Address of Principal Executive Office (Street and Number)
7800 Belfort Parkway, #100
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City, State and Zip Code Jacksonville, Florida 32256
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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) [&23,047], 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 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;
( ) (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 and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
Effective September 30, 1998, the registrant completed the
previously reported disposition of its GameVerse, Inc. subsidiary to
Greenleaf Technologies Corporation ("Greenleaf") in exchange for
approximately 14.7 million shares of Greenleaf's outstanding common
stock and in-the-money options for approximately another 7.3 million
shares. The accounting for this transaction is prescribed by either
APB 16 - "Business Combinations" or APB 29 - "Accounting for
Nonmonetary Transactions." The registrant had believed that it would
be proper to record the Greenleaf Securities at an estimated value, with
an appraisal to be obtained prior to filing of financial statements for
the full year 1998. Just prior to the prescribed due date (the "Due
Date") for the subject quarterly report (the "Form 10-Q"), the
registrant's independent accountants informed the registrant that an
appraisal should be obtained prior to the filing of the Form 10-Q.
Such an appraisal cannot be obtained by the Due Date, and the results of
such an appraisal may materially alter the numbers that would otherwise
be contained in the financial statements contained in the Form 10-Q
and the narrative contained in Management's Discussion and Analysis of
Financial Condition and Results of Operation.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Catherine J. Gray (904) 281-2200
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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
(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. See
Attachment "A."
The registrant anticipates that the amount by which its net income
for the third quarter of 1998 will exceed those for the same period in
1997 will depend upon the value at which the Greenleaf Securities are
recorded. Since the registrant is presently unable to determine this
value, as described above, the registrant cannot estimate its results
for the 1998 periods.
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Riverside Group, Inc.
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(Name of Registrant as specified in its charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date November 16, 1998 By: /s/ Catherine J. Gray
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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 an 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 (17 CFR 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 the 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 or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.
