SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
FORM 12B-25
COMMISSION FILE NUMBER 0-11663
NOTIFICATION OF LATE FILING
(Check One): [x] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 1998
[ ] 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 Period Ended: N/A
Read attached instruction sheet before preparing form. Please print or type.
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:________________________
PART I. REGISTRANT INFORMATION
Full name of registrant: Chancellor Corporation
Former name if applicable
N/A
Address of principal executive office (Street and number)
210 South Street, 10th Floor
City, State and Zip Code: Boston, MA 02111
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PART II. RULE 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 appropriate box.)
[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, 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
[x] (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, 20-F,
10-Q, N-SAR or the transition report or portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
As a result of a change in the Registrant's independent public accountants
on February 25, 1999, as set forth in the Current Report on Form 8-K dated March
4, 1999 and as amended in the Current Report on Form 8-K/A dated March 22, 1999,
the Registrant has experienced delays in the completion of the audit of its
financial information. The Registrant is also in the process of compiling
additional data required for the preparation of the definitive financial
statements to be included in Part 2 of the Form 10-KSB. The Registrant expects
to obtain all required data within the next week and as a result expects to file
the Form 10-KSB on or before April 15, 1999.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Jonathan C. Ezrin 617 368-2700
(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?
[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.
The Registrant anticipates reporting a profit for the fiscal year ended
December 31, 1998, as compared to a net loss of $1,802,000 for the corresponding
prior year. Additionally, the Registrant will reflect a significant increase in
total assets as a result, in part, of the acquisition of MRB, Inc. d/b/a
Tomahawk Truck and Trailer Sales ("Tomahawk"). The Registrant is in the process
of compiling additional financial information as it relates to the Tomahawk
acquisition and, at this time, is unable to provide reasonable estimates as to
the net impact on the financial statements as of December 31, 1998 and the year
then ended.
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Chancellor Corporation
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 31, 1999 By: /s/ Franklyn E. Churchill
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Franklyn E. Churchill
President
Instruction. The form may be signed by an executive officer of the
registrant or by any
other duly authorized representative. The name and title of the person signing
the form shall be
typed or printed beneath the signature. If the statement is signed on behalf of
the registrant by an
authorized representative (other than an executive officer), evidence of the
representative's
authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
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[Metcalf, Rice, Fricke and Davis Letterhead]
March 31, 1999
Mr. Franklyn E. Churchill
President
Chancellor Corporation
210 South Street
Boston, MA 02111
Dear Mr. Churchill:
We have read Part III of the Form 12b-25 dated March 31, 1999, and are in
agreement with the statements made therein.
Sincerely,
/s/ Metcalf, Rice, Fricke and Davis
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Metcalf, Rice, Fricke and Davis
