SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 1-8129
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K
[ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 1996
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
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
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Full name of registrant US 1 Industries, Inc.
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Former name if applicable _____________________________________
Address of principal executive office (Street and number)
1000 Colfax
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City, State and Zip Code Gary, Indiana 46406
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PART II. RULE 12b-25 (b) AND (c)
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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;
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[ ] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the 15th 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
[X] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III. NARRATIVE
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State below in reasonable detail the reasons why Form 10-K, 11-K,
20-F, 10-Q, N-SAR or the transition report portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed.)
The registrant's independent auditors have been unable to deliver
their report with respect to the registrant's consolidated financial
statements for the year ended December 31, 1996, because they are still
attempting to ascertain, through counsel to the registrant or otherwise,
the status of certain pending litigation matters.
PART IV. OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification.
W. Brinkley Dickerson, Jr. (312) 258-5633
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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? [ ] 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.
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US 1 Industries, 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
thereunto duly authorized.
Date April 1, 1997 By /s/ James C. Day
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James C. Day
Vice President and
Chief Financial Officer
ACCOUNTANTS STATEMENT
[Letterhead of Coopers & Lybrand]
April 1, 1997
Mr. James C. Day
Vice President, Treasurer &
Assistant Secretary
US 1 Industries, Inc.
1000 Colfax
Gary, IN 46406
Dear Mr. Day:
We have been unable to complete our audit of the consolidated balance sheets
of US 1 Industries, Inc. and subsidiaries as of December 31, 1996 and 1995,
and the related consolidated statements of operations, shareholders' equity
and cash flows for the years then ended for the following reasons:
1) To date we have insufficient audit evidence relating to claims,
litigation, and assessments.
2) We have had insufficient time to approve necessary revisions to the
financial statement footnotes including any revisions required by
the resolution of item 1.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
