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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB NUMBER: 3235-0058
Washington, D.C. 20549 Expires: May 31, 1997
Estimated average burden
FORM 12b-25 hours per response....2.50
NOTIFICATION OF LATE FILING
SEC File Number 0-12203
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CUSIP Number 189095-10-2
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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 26, 1996
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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 I -- REGISTRANT INFORMATION
The Clothestime, Inc.
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Full Name of Registrant
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Former Name if Applicable
5325 E. 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)
[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, Form
20-F, 11-K, Form N-SAR, or portion thereof,
will 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
[X] (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)
SEC 1344 (6/94)
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PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
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John F. Della Grotta 714 668-6210
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(Name) (Area Code) (Telephone Number)
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(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 report(s).
[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 "A"
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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 10, 1996 By /s/ David A. Sejpal
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David A. Sejpal, Vice President
Chief Financial Officer and Secretary
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
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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"
RESPONSE TO PART III -- NARRATIVE
The Registrant's financial accounting staff was required to complete
several pressing projects related to the Registrant's operation under its
Chapter 11 Reorganization proceeding.
RESPONSE TO PART IV -- OTHER INFORMATION
Net Sales for the third quarter of fiscal 1996 decreased 41.1% to $46.4
million compared to $78.7 million for the third quarter of fiscal 1995.
Comparable store sales (stores in operation for at least 15 months) decreased
19.1% for the third quarter of fiscal 1996 compared with the third quarter of
fiscal 1995. For the first nine months of fiscal 1996, net sales decreased 37.7%
to $149.6 million compared to $240.4 million in the first nine months of fiscal
1995. Comparable store sales decreased 17.4% for the first nine months of fiscal
1996 compared with the first nine months of fiscal 1995. A significant portion
of the total sales reduction was due to the lower number of stores this year as
compared to last year. Management believes that the comparable store sales
reduction is primarily due to lower than expected customer traffic.
Net loss for the third quarter of fiscal 1996 was $3.8 million, or $0.27
per share, compared with a net loss of $2.3 million or $0.16 per share, in the
same quarter of fiscal 1995. The net loss for the third quarter of fiscal 1996
includes reorganization costs of $1.4 million. There was no income tax benefit
this year compared to an income tax benefit of $1.3 million last year. For the
first nine months of fiscal 1996, the Registrant sustained a net loss of
$13.8 million, or $0.97 per share, compared with a net loss of $7.1 million,
or $0.50 per share, for the same period of fiscal 1995. The increase in the net
loss for the nine-month period in fiscal 1996 compared to the same period in
fiscal 1995 is primarily due to a reduction in comparable store sales,
reorganization costs of $7.1 million and the absence of an income tax benefit.
For the comparable nine-month period in fiscal 1995 the income tax benefit was
$4.2 million.
