U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ]Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1995
.....................................................
[ ] 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 Attached Instruction Sheet 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: Not applicable.
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PART I--REGISTRANT INFORMATION
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Full Name of Registrant: WARNER INSURANCE SERVICES, INC.
...........................................
Former Name If Applicable: Not Applicable.
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Address of Principal Executive Office (Street and Number)
18-01 Pollitt Drive, Fair Lawn, New Jersey 07410
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City State Zip Code
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PART II--RULES 12b-25(b) AND (c)
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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,
[X] | 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 or 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.
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PART III--NARRATIVE
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State below in reasonable detail the reasons why 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 period.
On March 4, 1996, Warner Insurance Services, Inc. (the "Registrant")
announced a series of agreements relating to its former Insurance Services
Division ("ISD") which resulted in the settlement and dismissal of lawsuits
with certain affiliates of The Robert Plan Corporation and the release of
the Registrant from continuing obligations under certain contracts for the
provision of insurance services to ISD customers. As a part of the
restructuring (the "Restructuring"), the Registrant transferred a
predominant part of its ISD assets to MDA Services, Inc., a subsidiary of
The Robert Plan Corporation, which has succeeded the Registrant as the
servicing processor for the ISD customers. Because the Restructuring has
impacted upon the Registrant's consolidated financial statements for the
fiscal year ended December 31,1995, and because such impact is still in the
process of being analyzed and finalized, the Registrant is unable to
complete the Annual Report on Form 10-K, containing the consolidated
financial statements of the Registrant, by March 31, 1996 without
unreasonable effort or expense. The Registrant fully expects to complete
the analysis of the Restructuring necessary to finalize the preparation of
the Registrant's consolidated financial statements for the 1995 fiscal year
such that the Registrant will be in a position to file the Form 10-K on or
before the fifteenth calendar day following the prescribed due date for the
Form 10-K.
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification:
Raul F. Calvo (201) 794-4800
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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 the 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
or portion thereof?
[X] Yes [ ] No
If so: provide 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.
It is anticipated that the results of operations for the three months
ended December 31, 1995 will include a net operating loss in excess of $2
million compared with net operating loss of approximately $11.3 million for
the same period of 1994. The net operating loss for the fiscal year ended
December 31, 1995 is anticipated to be approximately $11 million compared
with a net operating loss of approximately $14 million for the fiscal year
ended December 31, 1994. The anticipated losses for the three months and
fiscal year ended December 31, 1995 arose from losses in the Registrant's
ISD business which was transferred during the first quarter of 1996 to a
subsidiary of The Robert Plan Corporation. The Registrant's wholly-owned
subsidiary, COVER-ALL Systems, Inc. anticipates a net loss of $3.5 million
for the fiscal year ended December 31, 1995 compared with a net loss of
approximately $7 million for the same period in 1994.
<PAGE>
SIGNATURE
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WARNER INSURANCE SERVICES, INC. has caused this notification to
be signed on its behalf by the undersigned thereunto duly authorized.
Dated: March 29, 1996 WARNER INSURANCE SERVICES, INC.
By: /s/ Raul F. Calvo
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Name: Raul F. Calvo
Title: Vice President
