U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
[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: January 28, 1995
[ ] 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: Not Applicable
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: Not Applicable
Address of Principal Executive Office:
One Vision Drive
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 Form 10-K will be filed on or before the
fifteenth 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.
<PAGE>
Part III - Narrative
The Registrant could not file its annual report on Form 10-K
for the fiscal year ended January 28, 1995 on the prescribed filing
date for the following reasons:
On April 25, 1995, the Company entered into agreements to sell
its dairy manufacturing and distribution operations in both
Cuyahoga Falls, Ohio, and Enfield, Connecticut. Further,
negotiations are in process regarding the sale of the
Company's distribution center in Louisville, Kentucky. The
planning for, and the negotiations relating to, these
transactions commenced prior to the end of the fiscal year
ended January 28, 1995, and the authority to consummate these
transactions was approved by the Company's Board of Directors
prior to the fiscal 1995 year-end. The Company's management is
still in the process of determining the amount and the type of
reserves, other accounting entries and accounting disclosures
relating to such transactions to be included in the financial
statements for the fiscal year ended January 28, 1995. As a
result, the Company is not able without unreasonable effort or
expense to file its Form 10-K on or prior to the prescribed
filing date of April 28, 1995.
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) (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
<PAGE>
Dairy Mart Convenience Stores, Inc. has caused this
notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated this 28th day of April, 1995
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
The Company anticipates that its financial results to be
reported in its consolidated statement of operations for the fiscal
year ended January 28, 1995 (the "1995 Fiscal Year") will be
materially less favorable than the $866,000 of net income reported
for the fiscal year ended January 29, 1994. The Company's
management currently anticipates that the Company will report a
substantial net loss for the 1995 Fiscal Year. Financial results
for the 1995 Fiscal Year were negatively impacted primarily by a
series of non-recurring charges. The non-recurring charges were
incurred primarily in connection with (i) the write-down of certain
equipment located in the Company's Cuyahoga Falls, Ohio dairy plant
and distribution facility, (ii) severance and other personnel
related costs associated with a reduction of dairy plant and
distribution staff, (iii) the closing or sale of an abnormally
large number of retail convenience stores and gasoline facilities,
and (iv) the write-down of certain non-operating real estate to its
estimated net realizable value. The Company had previously reported
for its first, second or third fiscal quarters non-recurring
expenses incurred by the Company in connection with the removal of
the Company's President and Chief Executive Officer; severance and
other personnel related costs associated with a reduction of
administrative support positions; and one-time interest expenses
and fees associated with a settlement of an Internal Revenue
Service audit and the issuance of the Company's $75,000,000 10 1/4%
Senior Subordinated Notes due 2004. 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-K to be filed.
