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FORM 12b-25 SEC FILE NUMBER
0-12203
NOTIFICATION OF LATE FILING
CUSIP NUMBER
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(Check One):
/ / Form 10-K / / Form 20-F / / Form 11-K /x/ Form 10-Q / / Form N-SAR
For Period Ended: October 28, 1995
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/ / 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:
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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.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART 1 - REGISTRANT INFORMATION
The Clothestime, Inc.
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Full Name of Registrant
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Former Name if Applicable
5325 East Hunter Avenue
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Address of Principal Executive Office (Street and Number)
Anaheim, California 92807
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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 expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will
/X/ be filed on or before the fifteenth calendar day following the
prescribed 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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
See Attachment "A"
(Attach Extra Sheets if Needed)
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
John F. Della Grotta 714 553-7532
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(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
answer is no, identify reports. /x/ Yes / / No
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(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.
See Attachment "B"
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The Clothestime, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date December 12, 1995 By /s/ David A. Sejpal
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David A. Sejpal, Vice President
and Chief Financial Officer
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.
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ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).
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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 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 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 (Section 232.201 or Section 232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T (Section 232.13(b) of this chapter).
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ATTACHMENT "A"
On December 8, 1995, The Clothestime, Inc. and five of its
subsidiaries, Clothestime Stores, Inc., MRJ Industries, Inc., Clothestime
Acquisition Corporation, Clothestime Investment, Inc. and Clothestime
International, Inc., filed petitions in the United States Bankruptcy Court for
the Central District of California seeking reorganization under Chapter 11 of
the Federal Bankruptcy Code. Because the filing of the bankruptcy petitions
occurred very close in time to the due date for the filing of the Form 10-Q for
the quarter ended October 28, 1995, and because of the significant
administrative and reporting burdens imposed in connection with the filing of
the bankruptcy petitions, the Registrant requires additional time to prepare
the Form 10-Q.
ATTACHMENT "B"
Net sales for the third quarter of fiscal 1995 decreased 2.1% to $78.7
million compared to $80.4 million for the third quarter of fiscal 1994.
Comparable store sales (stores in operation for at least 15 months) increased
2.0% for the third quarter of fiscal 1995 compared with the third quarter of
fiscal 1994. The increase in comparable store sales in the third quarter of
fiscal 1995 compared with the same period in fiscal 1994 was primarily due to
the closing of a number of the company's under-performing stores. For the first
nine months of fiscal 1995, net sales decreased 6.6% to $240.4 millon compared
to $257.4 million in the first nine months of fiscal 1994. Comparable store
sales decreased 7.0% for the first nine months of fiscal 1995 compared with the
first nine months of fiscal 1994. Management believes that the continued
weakness in the women's apparel specialty retail segments in general, and the
soft California markets in particular, combined with customer resistance to
product and pricing, resulted in the reduction of sales in the third quarter
and first nine months of fiscal 1995 compared with the same periods of fiscal
1994.
Net loss for the third quarter of fiscal 1995 was $2.3 million, or
$0.16 per share, compared with a net income of $145 thousand, or $0.01 per
share, in the same quarter of fiscal 1994. The net loss for the third quarter
of fiscal 1995 compared with the same period of fiscal 1994 was due to the
increase in cost of sales and selling, general and administrative expenses. For
the first nine months of fiscal 1995, net loss was $7.1 million, or $0.50 per
share, compared with a net loss of $2.7 million, or $0.19 per share, for the
same period of fiscal 1994. Management believes the increase in net loss for
the first nine months of fiscal 1995 compared to the same period of fiscal 1994
was due to the continued weakness in the women's apparel specialty retail
segments in general, and the soft California markets in particular, combined
with customer resistance to product and pricing.
