CONFORMED COPY
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-11579
NOTIFICATION OF LATE FILING
(Check One) |_| Form 10-K |_| Form 11-K |_| Form 20-F |X| Form 10-Q
|_| Form N-SAR
For Period Ended: June 30, 2000
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|_| 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 Action Period Ended:
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Nothing in this form shall be construed to imply that the Commission
has verified any information contained therein.
If the notification relates to a portion of the filing checked above,
identify the items(s) to which the notification relates: Not Applicable
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PART I
REGISTRANT INFORMATION
Full name of registrant TBC Corporation
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Former name of applicable Not Applicable
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Address of principal executive office (Street and number)
4770 Hickory Hill Road
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City, state and zip code Memphis, Tennessee 38141
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PART II
RULE 12b-25 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.)
(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
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
On June 5, 2000, TBC Corporation completed its acquisition of
Tire Kingdom, Inc. ("Tire Kingdom"), a privately-held corporation not previously
subject to the reporting requirements of the Securities Exchange Act of 1934.
TBC cannot file its Quarterly Report on Form 10-Q for the quarter ended June 30,
2000 at this time due to the necessary financial and accounting work to be
completed in connection with this acquisition.
The acquisition will be accounted for using the purchase method
of accounting. Since the closing, TBC has been working to integrate Tire Kingdom
into TBC's accounting system. In addition, TBC and its independent auditors have
undertaken to complete the necessary purchase accounting for the transaction to
enable TBC to include Tire Kingdom and its results of operations in TBC's
consolidated financial statements. The complexities of the transaction and its
timing in the last month of the second quarter have resulted in TBC's being
unable to file its Form 10-Q in a timely manner without unreasonable effort or
expense.
TBC expects to file its Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000 on or before August 21, 2000, which is the first
business day after the fifth calendar day following its prescribed due date.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Ronald E. McCollough (901) 363-8030
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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 report(s) been filed? If the answer is no,
identify report(s).
X Yes No
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(3) Is it anticipated 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 thereto?
Yes X No
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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.
TBC 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.
Date August 14, 2000 By /s/ Ronald E. McCollough
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Name: Ronald E. McCollough
Title: Executive Vice President,
Chief Financial Officer
and Treasurer
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