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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, 1996
[ ] 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
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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)
<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
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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 preceeding 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 [ ] No [X]
12/31/95 Form 10-K and 3/31/96, 6/30/96 and 9/30/96 Form 10-Q's
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(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 [ ] No [X]
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.
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USR Industies, Inc.
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(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 28, 1997 By /s/ RALPH T. MCELVENNY, JR. /AUTHORIZED PERSON
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
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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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.
<PAGE>
March 28, 1997
BY ELECTRONIC FILING - COURTESY CHARLES P. YOUNG
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, 1996
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, 1996.
For over a year the Company has been negotiating a possible "global
settlement" aimed at resolving 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
as well as plaintiff lawyers representing private landowners and plaintiff
asserting other theories.
To date the Company has won litigated settlements from insurers in amounts
which in total substantially exceed the Company's net worth and its total
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.
The financial position of the Company remains adversely affected by the
financial hangover from such claims, which relate back nearly a century when
neither current stockholders nor management of the Company were alive. 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
together otherwise viable manufacturing 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.
Using internal resources the Company has arranged for certified public
accounts experienced at "Big 6" public accounting firms to prepare comprehensive
reports. The delinquent filings are expected to be brought up to date through
filing of Annual Report on Form 10-K with comprehensive unaudited financial
statements prepared by such accountants. The accountants believe that such
reports can not be filed on a piecemeal basis but rather in one comprehensive
filing which covers all outstanding periods through December 31, 1996.
The foregoing are planned to be filed within two weeks from this date. The
Company is attempting to bring filings current. However, to do so to meet the
March 31, 1997 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.
Accordingly, extension is requested.
Very truly yours,
Ralph T. McElvenny, Jr.
For: USR Industries, Inc.
(Authorized Person)
RTM:tc
Enclosure - Form NT-10K
