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SEC File Number 0-7607
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [X]Form 10-K and Form 10-KSB [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q
[ ]Form N-SAR
For Period Ended: Fiscal Year Ended October 31, 1997
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[ ] 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:
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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the 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:
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PART I - REGISTRANT INFORMATION
FAIR GROUNDS CORPORATION
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Full Name of Registrant
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Former Name if Applicable
1751 GENTILLY BOULEVARD
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Address of Principal Executive Office (STREET AND NUMBER)
NEW ORLEANS, LOUISIANA 70159
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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 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;
[X] (b) The subject annual report, semi-annual report, transition
report on 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 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)
Registrant is still in the process of gathering the information necessary for
full and complete disclosure concerning the complex litigation arising out of
the December 1993 fire at the Fair Grounds Race Course. Such information is
necessary to complete both the notes to the financial statements and the
information required by Item 3 of Form 10-K.
The impact of issues arising out of such litigation on the reporting of
shareholders' equity and results of operations is material to a fair
presentation of the financial condition of the Registrant and to the
understanding of such financial condition by the Registrant's shareholders,
lenders, customers, vendors, employees and other constituencies. Management
cannot properly report such impact until such issues are resolved and
information is complete.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
GORDON ROBERTSON,
CHIEF FINANCIAL OFFICER 504 944-5515
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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 statements to be included in the subject
report or portion thereof? [X] Yes [ ] 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:
The Registrant anticipates that its statement of operations for the fiscal year
ended October 31, 1997 will reflect a significant change from the reported
results of operations for the fiscal year which ended October 31, 1996. The
Registrant expects to report (i) total operating revenues of approximately $31
million for the 1997 fiscal year, compared to $27.5 million for 1996; (ii) net
income (before income taxes, extraordinary item and cumulative effect of change
in accounting principles) of approximately $1.8 million for the 1997 fiscal
year, compared to net income (before income taxes and cumulative effect of
change in accounting principles) of approximately $1.1 million for the 1996
fiscal year; and (iii) an extraordinary gain during fiscal 1997 of $9 million,
consisting of certain settlement proceeds from fire-related litigation.
FAIR GROUNDS 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 30, 1998 By /s/ GORDON M. ROBERTSON
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Gordon M. Robertson
Vice President and CFO
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
persons 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 INSTRUCTION
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 amendment notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule
201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.12(c) of this chapter).
