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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
Washington, D.C. 20549 Expires: May 31, 1997
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FORM 12b-25 SEC FILE NUMBER
1-6675
NOTIFICATION OF LATE FILING CUSIP NUMBER
041327 10 7
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(Check One) /X/ Form 10-K / / Form 20-F / / Form 11-K
/ / Form 10-Q / / Form N-SAR
For Period Ended: February 29, 1996
/ / 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:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant
THE ARLEN CORPORATION
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
505 Eighth Avenue, Suite 300
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City, State and Zip Code
New York, NY 10018
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
/X/ report on Form 10-K, Form 20-F, 11-K, or 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
(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, 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 EXHIBIT A ATTACHED HERETO.
(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
Allan J. Marrus 212 736-8100
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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 report(s).
/ / Yes /X/ No
See Exhibit B attached hereto.
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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 Exhibit C attached hereto.
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THE ARLEN CORPORATION
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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 May 29, 1996 By /s/ ALLAN J. MARRUS
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Alan J. Marrus, 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 (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 amendment 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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EXHIBIT A
Part III - NARRATIVE
The Registrant has not filed its Annual Report on Form 10-K for the
fiscal year ended February 29, 1996 (the "10-K") within the prescribed time
period for the following reason: As a result of certain transactions and other
events described in the Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended November 30, 1995 (as such Quarterly Report was amended on
Form 10-Q/A-1) and the Registrant's Current Reports for February 6, 1996 and
February 12, 1996, the completion of the 10-K requires significant additional
work beyond that normally required.
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EXHIBIT B
Part IV - OTHER INFORMATION
(2)
The Registrant has been delayed, pending the resolution of certain
issues relating to the valuation of certain assets, in filing certain pro forma
financial information which may be required to be provided in an amendment to
the Registrant's Current Report on Form 8-K for February 12, 1996. The
Registrant expects that such pro forma financial information will be so filed
prior to or contemporaneously with the filing of the 10-K.
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EXHIBIT C
Part IV - OTHER INFORMATION
(3)
Although the Registrant is aware that its results of operations for the
fiscal year ended February 29, 1996 will, as they have in all recent years,
reflect a substantial net loss, the Registrant is unable to quantify such loss
or compare it to the loss of the prior fiscal year inasmuch as the impact of
the transactions and events referred to in Exhibit A to this Form 12b-25 upon
the results of operations for fiscal 1996 has not yet been fully evaluated.
