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SEC FILE NUMBER
CUSIP NUMBER
UNITED STATES
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: December 31, 1995
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-K
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
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
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PART I -- REGISTRANT INFORMATION
- -------------------------------------------------------------------------------
FULL NAME OF REGISTRANT
USR Industries, Inc.
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FORMER NAME IF APPLICABLE
N/A
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ADDRESS OF PRINCIPAL EXECUTIVE OFFICES (STREET AND NUMBER)
550 Post Oak Boulevard, Suite 545, Houston, Texas 77027
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CITY, STATE AND ZIP CODE
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
[X] Form 10-K, Form 20-F, 11-K, 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 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
(c) The accountant's statement or other exhibit required by Rule
12(b)-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 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)
(Attach Extra Sheets If Needed)
SEC 1344 (11-91)
USR INDUSTRIES, INC.
550 POST OAK BOULEVARD / SUITE 545 / HOUSTON, TEXAS 77027
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(713) 622-9171
March 29, 1996
Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Document Control
Re: USR Industries, Inc. Report on Form 10-K for
Year Ended December 31, 1995
Dear Gentlepersons:
Enclosed please find Form NT-10K Notification of Late Filing by USR
Industries, Inc. (the "Company") of its Annual Report on Form 10-K for the year
ended December 31, 1995.
The Company is currently in the process of negotiating a possible "global
settlement" intended to resolve long-standing environmental litigation matters
stemming from the era of World War I, in which substantial claims have been
asserted by plaintiffs including the Nuclear Regulatory Commission and the EPA.
For its part, the Company has won litigated settlements from insurers to date
that total substantially in excess of the Company's net worth or its assets. The
Company applied part of these amounts to settle litigation, and the balance has
been contributed to establish a multi-million dollar trust fund for payment of
unresolved claims. Such resolution would be realized based on the global
settlement as above.
The financial position of the Company remains adversely affected by these
matters. The Company's financial resources and personnel levels have been
reduced to near-bankruptcy levels. The Company's common stock is no longer
listed on a stock exchange for trading, and there is no current market for the
Company's securities. Having devoted its resources primarily to retaining jobs
and holding viable operations at its plant in rural Bloomsburg, Pennsylvania,
the Company is without resources necessary to continue to engage its independent
auditor, Coopers & Lybrand, and is delinquent in certain filings of periodic
reports required under Section 13 and 15(d) of the Securities Exchange Act of
1934.
The Company is attempting to bring all such delinquent filings current.
However, to do so to meet the March 31, 1996 filing deadline would result in
unreasonable effort and expense in light of the Company's current financial
condition, and the complexity of the environmental litigation.
The Company has retained independent contractors formerly employed as
certified public accountants on the audit side of leading public accounting
firms to assist in preparation of the necessary reports.
Very truly yours,
RALPH T. McELVENNY, JR.
For: USR Industries, Inc.
(Authorized Person)
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
RALPH T. McELVENNY, JR. 713 622-9171
(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 reports)
been filed? If answer is no, identify report(s). [ ] Yes [X] No
12/31/94 Form 10-K and 3/31/95, 6/30/95 and 9/30/95 Form 10-Q's
(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? [ ] Yes [X] 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.
USR INDUSTRIES, 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 March 29, 1996 By RALPH T. MCELVENNY, JR.
Ralph T. McElvenny, Jr./Authorized Person
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 15 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 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.
