ACORN HOLDING CORP
NT 10-Q, 1998-05-15
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                                     SEC File Number 811-08469
                                                      CUSIP Number 004853 10 7

(Check One) / / Form 10-K  / / Form 20-F  / / Form 11-K  /X/ Form 10-Q 
            / / Form N-SAR

    For Period Ended:   March 31, 1998

PART I - REGISTRANT INFORMATION

                              ACORN HOLDING CORP.
                           ------------------------
                           (Full Name of Registrant)

                                       N/A
                          ---------------------------
                          (Former Name if Applicable)

                          100 Park Avenue, 23rd Floor
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                            New York, New York 10017
                            ------------------------
                           (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;

/x/      (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 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.

                                   Page 1 of 2

<PAGE>

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 time prescribed time period.

         All of the  information to be included  therein was not available for a
timely electronic transmission.

PART IV - OTHER INFORMATION

(1)      Name and telephone number of person to contact in regard to this 
         notification

         Stephen A. Ollendorff       (212)       685-5654
         (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
                                                            -------      -------

(3)      Is it anticipated that any significant  change in results of operations
         from  the  corresponding  period  for  the  last  fiscal  year  will be
         reflected  in the  earnings  statements  to be  included in the subject
         report or portion thereof?

                                                         Yes          No   X
                                                            -------      -------

     ACORN HOLDING CORP. has caused this notification to be signed on its behalf
by the undersigned hereunto duly authorized.

Date: May 15, 1998                By  Stephen A. Ollendorff
                                ---------------------------------
                                      Stephen A. Ollendorff
                                      Chief Executive Officer

                                   Page 2 of 2


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