UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number 3235-0058
Washington, DC 20549 Expires:June 30, 1994
Estimated average burden
FORM 12b-25 hours per response 2.50
SEC FILE NUMBER
NOTIFICATION OF LATE FILING 0-11595
CUSIP NUMBER
588448100
(Check One): X Form 10-K Form 20-F Form 11-K Form 10-Q Form N-SAR
For Period Ended: December 31, 1993
[ ] 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:
Read Instruction (on back page) 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
Merchants Bancshares, Inc.
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
123 Church Street Burlington, VT 05401
City, State and Zip Code
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)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expenses;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
X the prescribed due date; or the subject quarterly report of tran-
sition 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
State below in reasonable detail the reasons why the Form 10-K, 11-K, 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)
Statement 1, Attached
(Attach Extra Sheets if Needed)
SEC 1344(11-91)
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Edward W. Haase, Treasurer (802) 865-1905
(Name) Area Code) (Telephone Number)
(2) Have all other periodic reports equired 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 reports)
been filed? If 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 of 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.
Statement 2, Attached
Merchants Bancshares, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date 03/28/94 By Edward W. Haase, Treasurer
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 (17 CFR 240, 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
Exchanges 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 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.
5. Electronic Filers. This form shall not be used by electronic
filers unable to timely file a report solely due to electronic
difficulties. Filers unable to submit a report within the time
period prescribed due to difficulties in electronic filing should
comply with either Rule 201 or Rule 202 of Regulation S-T or apply
for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ATTACHMENT TO FORM 12b-25
NOTIFICATION OF LATE FILING
FORM 10-K
MERCHANTS BANCSHARES, INC. FILE NUMBER 0-11595
CUSIP NUMBER 588448100
Statement 1:
Reason for late filing:
The Federal Deposit Insurance Corporation (the FDIC) and the Vermont
State Department of Banking, Insurance, and Securities (the
Commissioner) is in the process of completing a field examination of the
Company's primary subsidiary, the Merchants Bank (the Bank). Due to the
possibility of adjustments being required as of December 31, 1993, the
Bank is not able to finalize the closing of the books until the FDIC has
completed its work and had an exit meeting with the Company's board of
directors. The examination is expected to be completed by the end of
the first week of April, at which time the adjustments, if any, will be
posted and the Form 10-K will be filed.
Statement 2:
Significant change in results of operations from the corresponding
period for the last fiscal year:
As discussed in the Form 10-Q filed for the quarter ended June 30,
1993, the Bank recognized a $10 million additional increase in its loan
loss provision. Principally as a result of this, the Company expects to
report a loss from operations of approximately $6 million for the year
ended December 31, 1993 as compared to income in the amount of $5.7
million for the previous year, subject to the results of the joint field
examination discussed in Statement 1, above.
