U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K or Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q or
Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1998
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[ ] Transition Report on Form 10-K or Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q [ or Form 10-QSB]
[ ] 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 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:
___________________________________________
Part I --Registrant Information
Full Name of Registrant: Allied Products Corporation
Former Name if Applicable
Address of Principal Executive Office (Street and Number):
10 South Riverside Plaza
City, State and Zip Code: Chicago, Illinois 60606
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.)
[X] (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-annualreport,
transition report on Form 10-K or Form 10- KSB,
Form 20-F, 11-K or 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 Form 10-QSB), 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 the Rule 12b-25(c) has been attached
if applicable.
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Part III -- Narrative
State below in reasonable detail the reasons why the Form 10-K and Form
10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR or the transition
report or portion thereof could not be filed within the prescribed time
period.
Subsequent to the end of 1998, the Company was
informed that the accounting for certain stock option exercise
transactions during 1996, 1997 and the first quarter of 1998
was not in compliance with generally accepted accounting
principles. The recognition of compensation expense for
certain option exercises during each of these periods was
required. It was further determined that the gross profit
margins at the Verson division were stated incorrectly in all
quarters of 1997 and the first three quarters of 1998.
Previously issued consolidated financial statements (including
notes to such statements and the related management discussion
and analysis) are required to be restated. The Company is in
the process of preparing such statements for review by the
auditors. Such restatements [and related audits] have not been
completed at this time and it is not expected that such
restatements will be completed prior to the time period
contemplated by paragraph (b) of Part II of this Form 12b-25.
The Company is also in discussion with its current lenders
regarding amendments to its current bank agreement. While the
Company has not been declared in default under its bank
agreement, it is concerned with its ability to satisfy the
financial covenants contained in such bank agreement and is
therefore seeking modification of the agreement.
Part IV -- Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
Robert Fleck (312) 454-1020
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under [X] Yes [ ] No
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 report(s).
(3) Is it anticipated that any significant change in [X] Yes [ ] No
results of operation 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? 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.
On March 11, 1999, the Company stated that it expects
to report a pretax loss from operations not to exceed
$23,000,000 for the year ended December 31, 1998. This
compares to pretax income of $31,489,000 (subject to
restatement as noted above) reported for the year ended
December 31, 1997. Final amounts for 1998 and the restatement
of 1997 are currently under review. The operating losses in
1998 were primarily associated with increased cost estimates
in the third and fourth quarter for several newly designed,
automated multi-station stamping presses currently in
production at its Verson division.
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Allied Products 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.
/s/(Robert Fleck)
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Date: March 31, 1999 By: Robert Fleck
Vice President Accounting and
Chief Accounting &
Administrative Officer
