SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 25049
FORM 12b-25
Commission File Number 1-8086
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: 9/30/98
__ 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
Full name of registrant: General DataComm Industries, Inc.
Former name if applicable ____________________________________________________
Address of principal executive office (Street and number):1579 Straits Turnpike
City, state and zip code: Middlebury, CT 06762
PART II
RULE 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;
X (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.
<PAGE>
PART III
NARRATIVE
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 announced a restructuring of its operations on December 18,
1998 and, in addition, is in the final stages of the sale of a division, which
events are delaying the finalization of the outside audit by
PricewaterhouseCoopers LLP.
<PAGE>
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
William G. Henry (203) 574-1118
(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.
General DataComm Industries, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: 12-30-98 By: /S/ WILLIAM G. HENRY
William G. Henry
Vice President and Corporate Controller
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.
<PAGE>
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 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, DC 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 the 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.
EX-99 Exhibit to Form 12b-25
(PricewaterhouseCoopers Letterhead)
U.S Securities and Exchange Commission
Washington, D.C. 20549
To Whom It May Concern:
In reference to Form 12b-25 filed by General DataComm Industries, Inc. (the
"Company") for the period ended September 30, 1998, we represent that we could
not furnish the required opinion on the Company's 10-K filing by the due date of
December 29, 1998. The Company has recently implemented restructuring plans and
has negotiated the sale of a business unit, both of which impact the disclosures
in the 10-K filing. Due to the timing of these events, we will be unable to
complete our audit procedures in time for the filing deadline.
Sincerely,
/S/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
cc: William Lawrence
General DataComm Industries, Inc.
