U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K or Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q or Form
10-QSB [ ] Form N-SAR
For Period Ended: March 31, 1999
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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-annual
report, 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.
The Company completed its audit on the fiscal year
ended December 31, 1998 in April 1999 and filed its Annual
Report on Form 10-K for 1998 on April 30, 1999, 30 days after
the required due date. The reasons for the delay in completing
the audit and filing the Form 10-K were described in the
Company's Form 12b-25 (Notification of Late Filing) dated
March 31, 1999 and the 1998 Form 10-K. The Company was unable
to close the books on the quarter ended March 31, 1999 until
the year end financial statements were finalized in late April
and the audit was completed. As a result, sufficient time was
not available for preparation and review of the first quarter
financial statements to enable the Company to file the Form
10-Q by the required due date.
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 Section 13 or [X]Yes [ ] No
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 results of [X]Yes [ ] No
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 a restated basis, net income for the first quarter
of 1998 was $5,330,000 ($.44 per diluted share) on net sales
of $62,831,000. The Company anticipates that net sales for the
first quarter of 1999 will be approximately $79,000,000 and
anticipates reporting a net loss for the quarter, although
final amounts have not yet been determined. The anticipated
net loss for the first quarter of 1999 is principally related
to the Company's Verson division. As explained in the
Company's 1998 Form 10-K, Verson's backlog as of December 31,
1998 included presses currently in the process of being
manufactured and to be manufactured either at zero gross
profit margins or at margins lower than historical levels.
Gross profit margins in the first quarter of 1999 reflected
this fact. Gross profit margins at Verson were also negatively
impacted by the Company's decision not to recognize any gross
profit until the particular press in process reaches a point
in production where the gross profit margins can be reasonably
estimated. This represents a change from the prior practice
and may result in period to period fluctuations in revenues
and margins. The Company's decision to delay the recognition
of gross profit margins at Verson was a result of the
difficulties experienced by Verson in estimating and tracking
costs in 1998.
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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: May 17, 1999 By: Robert Fleck
Vice President Accounting and Chief
Accounting & Administrative Officer
