USR INDUSTRIES INC/DE/
NT 10-Q, 1997-11-14
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

(Check one)
[ ] Form 10-K   [ ] Form 20-F    [ ] Form 11-K   [X] Form 10-Q    [ ] Form N-SAR

                        For Period Ended: September 30, 1997

      [ ] 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 FOR. 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

PART 1 - REGISTRANT INFORMATION (Official Text)

      Full Name of Registrant:
            USR Industries, Inc.

      Former Name if Applicable:
            N/A

      Address of Principal Executive Office (Street and Number):
            550 Post Oak Boulevard, Suite 545

      City, State and Zip code
            Houston, Texas 77027

- --------------------------------------------------------------------------------
PART II - RULES 12B-25 (B) and (C)
- --------------------------------------------------------------------------------
<PAGE>
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
[x]     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 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)
<PAGE>

                              USR INDUSTRIES, INC.
            550 POST OAK BOULEVARD / SUITE 525 / HOUSTON, TEXAS 77027
                                       -
                                  713-622-9171


                                                               November 13, 1997


Securities and Exchange Commission
450 5th Street, NW
Washington, DC 20549
Attention: Documents Control

Re:   USR Industries, Inc.
      Report on Form 10-Q for
      Quarter Ended September 30, 1997

Dear Ladies and Gentlemen:

Enclosed please find Form 12b-25 Notification of Late Filing by USR Industries,
Inc. (the "Company") of its Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997.

The Company is 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. The
financial position of the Company remains adversely affected by this matter.

The Company is in the process of bringing current all filings of periodic
reports required under Sections 13 and 15(D) of the Securities and Exchange Act
of 1934. However, to do so to meet the November 14, 1997 deadline would result
in unreasonable effort and expense in light of the Company's current financial
condition.

Very truly yours,

/s/ Ralph T. McElvenny, Jr.
Ralph T. McElvenny, Jr.
For: USR Industries, Inc.
Authorized Person
<PAGE>
- --------------------------------------------------------------------------------
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 report(s) been filed? If answer
      is no, identify reports(s).

                                 [ ] Yes [X] 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?

      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.

                                 [ ] Yes [X] No
<PAGE>

                              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: November 13,1997                 By /s/ RALPH T.McELVENNY, JR.
                                              Authorized Person

INSTRUCTION: the form may be signed by an executive officer of the registrant or
by any other dully authorized respresentative. 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 Regulation under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this form and amendment
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 notification 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.



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