U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One)
[x] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: October 31, 1996
[ ] 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:______________________
_____________________________________________________________________________
_____________________________________________________________________________
Part I - Registrant Information
Full Name of Registrant: Detroit & Canada Tunnel Corporation
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Former Name if Applicable:____________________________________________________
Address of Principal Executive Office (Street and Number):100 East Jefferson
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Avenue
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City, State and Zip Code: Detroit, Michigan 48226
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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), the
following should be completed. (Check box if appropriate)
(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 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
State below in reasonable detail the reasons why Form 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.
(Attach Extra Sheets if Needed)
Please see attached sheet.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Cyril Moscow (313) 256-7718
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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 statement to be included in the subject report or
portion thereof?
[ ] Yes [x] No
<PAGE>
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reason why a
reasonable estimate of the results cannot be made.
DETROIT & CANADA TUNNEL CORPORATION
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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 January 28, 1997 By /s/ David C. Canavesio
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Vice President - Finance
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).
<PAGE>
DETROIT & CANADA TUNNEL CORPORATION
ATTACHMENT TO FORM 12b-25
PART III - NARRATIVE
Pursuant to the Agreement and Plan of Merger, dated as of November
14, 1996 (the "Merger Agreement"), by and among Detroit & Canada Tunnel
Corporation (the "Company"), Hyde Park Tunnel Holdings L.L.C. ("Parent") and
Jessica Acquisition Corp. ("Acquisition"), Acquisition will merge with and
into the Company (the "Merger") and each outstanding share of the Company's
common stock will be converted into the right to receive $54.00 in cash, as
described in a Proxy Statement filed in definitive form with the Securities
and Exchange Commission (the "Commission") on January 9, 1997.
A Special Meeting of Shareholders of the Company will be held on
February 7, 1997, at which the owner of approximately 64% of the outstanding
Common Stock of the Company has agreed to vote all shares owned by him in
favor of approval of the Merger Agreement. Accordingly, approval of the
Merger Agreement is expected to occur on February 7, 1997.
After the Merger, the Company intends to file Form 15 with the
Commission, terminating its registration under the Securities Exchange Act of
1934. Therefore, the Form 10-K of the Company for fiscal year ending October
31, 1996 is not material to investors and could not be filed without
unreasonable expense. If, for some reason, the Merger Agreement is
terminated, the Company intends to file all reports then due. If the Merger
Agreement is not terminated, the Form 10-K will not be filed.
