SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 12b-25
Commission File Number: 1-4719
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, 1994
[ ] 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 From N-SAR
For the Transition Period Ended:________________________________
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: The
notification relates to the entire Form 10-Q.
Part I - Registrant Information
Full name of registrant: The Deltona Corporation
Former name, if applicable: Not applicable
Address of principal
executive office (Street and Number): 3250 S.W. Third Avenue
City, State and Zip Code: Miami, Florida 33129
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;
[ ] (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 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; and
[ ] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
Part III - Narrative
As explained in the Company's Notification of Late Filing on
Form 12b-25, filed on March 30, 1994 with respect to the Company's
Annual Report on Form 10-K for the year ended December, 1993, the
Company continues to face severe financial difficulties due to a
lack of working capital. During the last several months, the
Company and its principal shareholders, Selex International B.V.,
a Netherlands Corporation ("Selex"), which holds 43.1% of the
Company's outstanding Common Stock, and Yasawa Holding N.V., a
Netherlands Antilles Corporation ("Yasawa"), which holds
approximately 4.4% of the Company's outstanding Common Stock, have
been seeking third parties to provide financing for the Company.
Selex and Yasawa have indicated that as part of any such
transaction, they would be willing to sell or restructure all or a
portion of their loans to, and Common Stock held in, the Company.
While the Company, together with Selex, Yasawa and their
affiliates, has engaged in preliminary discussions with certain
third parties which could, if successfully concluded, result in
financing being provided to the Company, no transaction has yet
materialized.
In the interim, the Company continues to suffer from a
critical liquidity problem. The Company has defaulted on certain
obligations, including its escrow obligations to the State of
Florida, Department of Business Regulation, Division of Land Sales,
Condominiums and Mobile Homes ("Division"), its obligations under
its lease for its corporate offices and its obligation to make
required interest payments under loans from Selex, Yasawa and their
affiliates. In addition, the Company has been unable to pay
certain real estate taxes and is subject to certain pending
litigation which may adversely affect the financial position of the
Company. Further, the Company has been unable to meet certain
operating expenses that have become due, including payment of the
necessary fees to its accountants in connection with the annual
audit of the Company's financial statements. Since December 31,
1993 the Company's staffing levels have been reduced by 70%, and
the Company has been delinquent in meeting its payroll obligations
to its executive officers. As indicated in the Company's Form 12b-
25 filed with respect to its Form 10-K, the Company's independent
auditors are unable to render their opinion on the consolidated
financial statements of the Company for the year ended December 31,
1993 until such time as the Company obtains sufficient working
capital to enable the Company to re-employ the personnel necessary
to compile the information required to file the Form 10-K for the
year ended December 31, 1993.
Since the filing of the Form 12b-25 with respect to the
Company's Form 10-K, Antony Gram, a former director of the Company
and the beneficial owner of all of the Company's Common Stock held
by Selex and Yasawa, has resigned as a director and vice chairman
of the Board. In addition, the Company's executive vice president
has been removed from such position following his institution of a
lawsuit against the Company and certain of the Selex directors.
Trading of the Company's Common Stock on the New York and Pacific
Stock Exchanges has been suspended and proceedings to delist the
Common Stock of the Company are being instituted by both stock
exchanges.
The Company has been able to meet some of its working capital
obligations by obtaining access to the cash flow from certain
pledged contracts receivable for the month of May, 1994 and from
proceeds from the sale of certain properties, thus affording the
Company, together with Selex, Yasawa and their affiliates, time in
which to pursue a transaction that could result in financing being
provided to the Company. Additionally, Yasawa has agreed to
provide a limited amount of funds to the Company to enable it to
pay certain expenses during May, 1994.
There can be no assurance that any of the pending negotiations
will result in the provision of financing to the Company or that
the Company will be able to obtain the financing necessary to
address its working capital problems. If these problems are not
resolved, the Company may be required to seek protection under the
federal bankruptcy laws. In any event, the Company will not be able
to complete its 1993 financial statements and Annual Report on Form
10-K or its Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994 unless and until it obtains the funding to pay its
independent auditors and to re-employ the necessary internal
accounting personnel. At the present time, the Company is
uncertain whether such funding will be obtained.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to
this notification:
Michelle R. Garbis (305) 854-1111
(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).
[ ] Yes [X] No
As discussed in Part III above, the Company
has been delayed in filing its Annual Report
on Form 10-K for the year ended December 31,
1993.
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be released by the earnings statements to be
included in the subject report or portion thereof?
[ ] Yes [X] No
The Deltona Corporation
(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 13, 1994 By: Michelle R. Garbis
Michelle R. Garbis
Sr. Vice President and
Corporate Secretary
