U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q and
Form 10-QSB [ ] Form N-SAR
For Period Ended: July 30, 1994
[ ] 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: DAIRY MART CONVENIENCE STORES, INC.
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
One Vision Drive
City, State and Zip Code
Enfield, Connecticut 06082
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;
[X] (b) The subject quarterly report on Form 10-Q will be filed on or
before the fifth calendar day following the prescribed due date;
(c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable.
Part III - Narrative
The Registrant could not file its quarterly report on Form 10-Q for the
fiscal quarter ended July 30, 1994 on the prescribed filing date for the
following reasons:
1. On August 25, 1994, the Board of Directors of Dairy Mart Convenience
Stores, Inc. (the "Company") removed the President and Chief Executive
Officer of the Company. In connection with such removal, certain litigation
arose regarding the removal involving the Company, the former President and
Chief Executive Officer and members of the Company's senior management and
its Board of Directors. Such events are more fully described in the
Company's Forms 8-K dated September 7, 1994 and September 13, 1994. The
Company's management is still in the process of determining the amount and
type of reserves, other accounting entries and accounting disclosures
relating to such removal and litigation to be included in the financial
statements for the fiscal quarter ended July 30, 1994. As a result, the
Company is not able without unreasonable effort or expense to file its Form
10-Q on or prior to the prescribed filing date of September 13, 1994.
<PAGE>
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Gregory G. Landry, Chief Financial Officer
(203) 741-4444
(Name) (Area Code) (Tel. No.)
(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?
(see attached explanation)
[X] Yes [ ] No
Dairy Mart Convenience Stores, Inc. has caused this notification to be
signed on its behalf by the undersigned thereunto duly authorized.
Dated this 13th day of September, 1994
DAIRY MART CONVENIENCE STORES, INC.
By /s/ Gregory G. Landry
Gregory G. Landry
Its Executive Vice President and
Chief Financial Officer
<PAGE>
EXPLANATION OF CHANGE IN RESULTS OF OPERATIONS
As previously announced, the Company anticipates that its financial
results to be reported on its consolidated statements of operations for the
fiscal quarter ended July 30, 1994 (the "Second 1995 Quarter") will be
substantially less favorable than the $2,424,000 of net income reported for
the prior year's fiscal quarter ended July 31, 1993 (the "Second 1994
Quarter"). See the Company's Form 8-K dated September 7, 1994. Financial
results for the Second 1995 Quarter are expected to be further negatively
impacted due to certain expenses ("Removal Expenses") associated with the
recent removal of the Company's President and Chief Executive Officer and the
related litigation described in Part III of this Form 12b-25.
Even excluding the Removal Expenses, the Company believes that the
financial results for the Second 1995 Quarter will be substantially less
favorable than the net income reported for the Second 1994 Quarter due
primarily to a decrease in income from operations during the Second 1995
Quarter as compared to the Second 1994 Quarter. Such decrease in income from
operations is due primarily to reduced product gross margins from convenience
store operations and gasoline. A more detailed discussion of results of
operations will be included in the Management's Discussion and Analysis of
Financial Condition and Results of Operations in the Form 10-Q to be filed.
<PAGE>
