UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
0-11595
CUSIP NUMBER
588448100
(Check One): Form 10-K Form 20-F X Form 11-K Form 10-Q Form N-SAR
For Period Ended:
[ ] 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
Merchants Bancshares, Inc.
Full Name of Registrant
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
164 College 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
X 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 the prescribed
X due date; or the subject quarterly report of 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
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
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Janet Spitler (802) (865-1984)
(Name) (Area Code) (Telephone Number)
(2)Have all other periodic 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 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?
Yes x 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.
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 June 30, 1997
By /s/ Joseph L. Boutin
Joseph L. Boutin, 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).
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 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 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.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ATTACHMENT TO FORM 12b-25
NOTIFICATION OF LATE FILING
FORM 11-K
MERCHANTS BANCSHARES, INC.
FILE NUMBER 0-11595
CUSIP NUMBER 588448100
Statement 1:
Reason for late filing:
We respectfully request a fifteen day extension of time to file form 11-K for
the Merchants Bank 401(k) Employee Stock Ownership Plan for the December 31,
1996 plan year under section 12(b)25 of the Securities Act of 1934. Additional
time is needed to complete the final accounting for Plan participants'
accounts. The delay was caused by problems encountered with a change in third
party administrators during the third quarter of 1996. The problems
encountered were all related to reconciling the converted balances after the
conversion.
The Plan engaged an outside consulting firm to assist in the reconciliation
process. This firm isolated many of the conversion differences. These
differences are being analyzed and participants accounts adjusted where
appropriate. The reconciliation process is nearing completion. Unfortunately
the unavoidable delay caused by the conversion and reconciliation will result
in the Plan being unable to timely file the Form 11-K. As soon as
the balances are reconciled the audit will be completed and Form 11-K
submitted.
