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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: February 28, 1997
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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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: STEEL CITY PRODUCTS, INC.
Former Name If Applicable:
Address Of Principal Executive Office (Street And Number): 1001 SANTERRE DRIVE
City, State And Zip Code: GRAND PRAIRIE, TEXAS 75050
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PART II - RULES 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 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, Form 20-F, 11-K, 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 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.
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PART III - NARRATIVE
State below in reasonable detail the reasons why form 10-K, 11-K, 20F, 10-Q, or
N-SAR or portion thereof could not be filed within the prescribed time period.
The Company's parent, Oakhurst Company, Inc. ("Oakhurst") is currently
negotiating to dispose of certain loss making assets. Oakhurst is also
negotiating with its secured lender to amend its debt agreements to permit the
contemplated disposals, and to amend certain covenants which are expected to be
adversely affected by the disposals. The Oakhurst and Steel City Products, Inc.
("SCPI") debt agreements are cross-collateralized and therefore approval of the
amendments required by Oakhurst is necessary for SCPI to remain in compliance
under its agreement. The Company expects that the necessary lender approvals
will be obtained within the next two weeks.
These planned disposals will also adversely affect the valuation of SCPI's
deferred tax asset.
More time is necessary to finalize the planned disposals and to determine their
effects on the Company's results, and to obtain the amendments to the debt
agreements.
The Company expects to file its Form 10-K within fifteen days following the due
date.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mr. Mark Auerbach 972 660-4499
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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
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.
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STEEL CITY PRODUCTS, 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: May 29, 1997 By: /s/ Mark Auerbach
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Name: Mark Auerbach
Title: Chief Financial Officer
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ATTACHMENT TO FORM 12b-25
PART IV (3):
The Company expects the earning statements in its subject report to reflect the
following approximate results, PRIOR TO recording an adjustment in the current
year fourth quarter to the valuation allowance of its deferred tax asset, in
accordance with FAS109 (in thousands):
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
February 28, 1997 February 29, 1996
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<S> <C> <C>
Sales $ 3,730 $ 3,775
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Income (loss) before income taxes $ 27 $ (591)
Current income tax benefit -- 84
Deferred tax benefit -- 90
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Net income (loss) $ 27 $ (317)
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Net loss attributable to
common stockholders after
preferred stock dividends $ (223) $ (574)
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</TABLE>
The comparative increase of $618,000 in income before income taxes primarily
relates to normalized margins in the current year, combined with a recovery of
bad debts of $75,000 in the current year fourth quarter, compared with a reserve
of approximately $150,000 in the prior year period. Margins were unusually low
in the prior year fourth quarter, largely due to the loss of two of SCPI's
largest customers in the latter part of the prior year.
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<TABLE>
<CAPTION>
Fiscal Year Fiscal Year
Ended Ended
February 28, 1997 February 29, 1996
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<S> <C> <C>
Sales $ 18,031 $ 24,647
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Loss before income taxes $ (153) $ (163)
Current income tax (expense) benefit (9) 136
Deferred income tax expense -- (1,500)
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Net loss $ (162) $ (1,527)
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Net loss attributable to common stockholders
after preferred stock dividends $ (1,176) $ (2,543)
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</TABLE>
There was a significant comparative reduction in sales, but lower expenses and
a lower provision for doubtful accounts mostly offset the negative impact of
this.
