MEISENHEIMER CAPITAL INC
NT 10-Q, 1998-01-14
MANAGEMENT SERVICES
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 12b-25

                                                  Commission File No.: 000-21547


                           NOTIFICATION OF LATE FILING

(Check One): 
     [ ]Form 10-K  [ ]Form 20-F  [ ]Form 11-K  [x]Form 10-QSB  [ ]Form N-SAR

     For Period  Ended:  January 15, 1998 
     [ ]  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:



PART I--REGISTRANT INFORMATION

Meisenheimer Capital, Inc
Full Name of Registrant

N/A
Former Name if Applicable

46 Quirk Road
Address of Principal Executive Office (Street and Number)

Milford, Connecticut 06460
City, State and Zip Code


PART II-- RULES 12b-25(b) AND (c)

If the subject  report could not be filed without  reasonable  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 on Part
                           III of this  form  could  not be  eliminated  without
                           unreasonable effort or expense;
[xx]              (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
                  (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  why the Form  10-K,  10-Q,  N-SAR,  or the
transition  report or portion thereof,  could not be filed within the prescribed
time period, (Attach Extra Sheets if Needed)

         Awaiting review by Company's accountants.




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PART IV-- OTHER INFORMATION

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

         Richard J. Blumberg, Esq.      (212)          448-1100
                  (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 reports)
         been filed? If answer 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?   Yes    x 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.



                           Meisenheimer Capital, Inc.
                  (Name of Registrant as Specified in Charter)

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

Date     January 14, 1998    By: /s/ Daniel T. Meisenheimer III
                                 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 INSTRUCTION

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  exchanged  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 or apply for an adjustment in filing date
         pursuant to Rule 13- (b) of Regulation S-T.



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