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UNITED STATES | OMB APPROVAL |
SECURITIES AND EXCHANGE COMMISSION --------------------
Washington, D.C. 20549 | OMB Number: |
| 3235-0058 |
FORM 12b-25 | Expires: |
| June 30, 1994 |
NOTIFICATION OF LATE FILING | Estimated |
| average burden |
| hours per |
(Check One): [X] Form 10-K [_] Form 20-F [_] Form 11-K | response....2.50 |
[ ] Form 10-Q [_] Form N-SAR --------------------
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For Period Ended: | SEC FILE NUMBER |
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[_] Transition Report on Form 10-K --------------------
[_] Transition Report on Form 20-F --------------------
[_] Transition Report on Form 11-K | CUSIP NUMBER |
[_] Transition Report on Form 10-Q | |
[_] Transition Report on Form N-SAR --------------------
For the Transition Period Ended:
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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.
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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
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Full Name of Registrant
United Financial Group, Inc.
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
5847 San Felipe, Suite 2600
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City, State and Zip Code
Houston, Tx 77057
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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 Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will
[X] | 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.
On January 14, 1997, the Registrant filed a voluntary petition in the Delaware
Bankruptcy Court for reorganization pursuant to Chapter 11 of the Bankruptcy
Code (the "Reorganization Proceeding"). To date, as a result of substantial
reformatting of the Registrant's financial statements in connection with the
Reorganization Proceeding, the Registrant has been unable to complete the
Registrant's financial statements necessary in the completion of the
Registrant's Form 10-K for the period ending December 31, 1996.
Due to the ongoing activities of the Registrant in connection with the
Reorganization Proceeding, the Registrant has not been able to timely finalize
without unreasonable effort or expense the Registrant's Form 10-K for the period
ending December 31, 1996. The Registrant anticipates that the financial
information required to complete the Registrant's Form 10-K will be available
shortly and the Registrant will file its Form 10-K at such time.
SEC 1344 (11-91)
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PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
(713) 267-3871 (UFGI Offices)
Steven L. Schultz (281) 445-7717 (Home)
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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 reports) been filed?
If the answer is no, identify report(s). [X] Yes [_] No
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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? [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 Company's 1996 financial statements will report the January 14, 1997 filing
for protection under Chapter 11 of the U.S. Bankruptcy Code and will describe
the significant terms of the Plan of Reorganization submitted with the filing,
including the proposed payments to certain creditors and other claimants. The
consolidated statement of financial condition as of December 31, 1996 will
include adjustments to reflect the payments proposed under the Plan of
Reorganization.
The consolidated statement of operations for the year ended December 31, 1996
will reflect a net loss before reorganization adjustment and extraordinary item
of $269,000. The adjustment of contingent liabilities as a result of
reorganization will be a loss of approximately $4,078,000. The extraordinary
item -- a gain from reduction of Debenture liabilities as a result of
reorganization -- will be approximately $4,326,000. The net loss for the year
will be reported as $21,000, compared to $334,000 for the year ended
December 31, 1995.
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United Financial Group, 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 31, 1997 By /s/ Paul N. Schwartz
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Paul N. Schwartz
Chairman of the Board, President,
Chief Executive Officer and
Chief Financial Officer
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.
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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.
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 or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.
