<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SEC File Number: 0-3839
CUSIP Number: 098539 10 9
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[x] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: September 30, 1996
[ ] 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:_________________________________________
______________________________________________________________________________
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:
(Not Applicable)
- ------------------------------------------------------------------------------
PART I -- Registrant Information
______________________________________________________________________________
Full Name of Registrant: BOOK CENTERS, INC.
Former Name if Applicable: Industrial Investment Corporation
______________________________________________________________________________
Address of Principal Executive Office (Street and Number)
5600 N.E. Hassalo Street
<PAGE>
______________________________________________________________________________
City, State and Zip Code
Portland, Oregon 97213-3640
______________________________________________________________________________
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, Form 20-F, Form 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 portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
See Part III below.
[ ] (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 Form 10-K and Form 10-KSB, 20-
F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report portion thereof
could not be filed within the prescribed time period. (Attach extra sheets if
needed.)
Registrant filed with the Securities and Exchange Commission on September 27,
1996 a definitive Rule 13E-3 Transaction Statement and a definitive Proxy
Statement for a special meeting of Registrant's stockholders on October 18,
1996. At such meeting, Registrant's stockholders will consider a proposal to
approve and adopt Articles of Amendment to Registrant's Restated Articles of
Incorporation providing (a) for a reduction in the number of shares of
authorized shares of the Registrant's common stock, no par value (the "Common
Stock"), from 50,000,000 shares to 500 shares of common stock, no par value
(the "New Common Stock"), (b) for a 100,000 to one reverse stock split of the
Registrant's Common Stock, and (c) for a cash payment in the amount of nine
cents per share of the currently outstanding Common Stock in lieu of the
issuance of any resulting fractional shares of the New Common Stock to
stockholders who, after the reverse stock split, own
<PAGE>
less than one share of the New Common Stock (such proposal is referred to
herein as the "Reverse Stock Split"). If the stockholders approve the Reverse
Stock Split and upon filing of the Articles of Amendment with the Secretary of
State of Oregon (Registrant will file the Articles of Amendment immediately
after the special meeting of the stockholders), Registrant will have only two
stockholders of record. It will then file a Form 15 with the Securities and
Exchange Commission. If the stockholders do not approve the Reverse Stock
Split at the special meeting of the Registrant's stockholders, Registrant will
undertake to file the Annual Report on Form 10-K for the fiscal year ended June
30, 1996 as soon as possible after such meeting.
______________________________________________________________________________
PART IV -- Other Information
______________________________________________________________________________
(1) Name and telephone number of person to contact in regard to this
notification.
Daniel P. Halloran (503) 287-6657
-------------------------------------------------------
(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.
______________________________________________________________________________
Book Centers, 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: October 1, 1996 By:_________________________________
Daniel P. Halloran, President
<PAGE>
______________________________________________________________________________
ATTENTION
---------
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
______________________________________________________________________________
