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UNITED STATES ---------------------------
SECURITIES AND EXCHANGE COMMISSION | OMB APPROVAL |
Washington, D.C. 20549 | __ OMB Number: 3235-0058 |
| |
FORM 12b-25 | Estimated average burden |
| hours per response.. 2.50 |
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NOTIFICATION OF LATE FILING
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| SEC FILE NUMBER |
| 1-2883 |
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(Check One):
X Form 10-K Form 20-F Form 11-K Form 10-Q Form N-SAR
-- -- -- -- --
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| CUSIP NUMBER |
| 6900 20-10-2 |
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For Period Ended: September 30, 1997
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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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| 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: _______________________________
PART I - REGISTRANT INFORMATION
Outboard Marine Corporation
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Full name of Registrant
N/A
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Former Name if Applicable
100 Sea Horse Drive
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Address of Principal Executive Office (Street and Number)
Waukegan, IL 60085
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City, State and Zip Code
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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 following the prescribed due
date; or the subject quarterly report of transition report on Form
10-Q, or potion thereof will be filed on or before the fifth calendar
day following the prescribed due date:
(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, 11-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)
On September 12, 1997, the Company was notified that a change of control
had occurred as a result of the acquisition by Greenmarine Acquisition Corp.
("Greenmarine") of more than 90% of the shares of the Company's then
outstanding common stock. The purchase of the common stock resulted from
Greenmarine's offer to purchase all outstanding shares of the Company's common
stock properly tendered at a purchase price of $18.00 per share in cash in
accordance with its Offer to Purchase. On September 30, 1997, the merger of
Greenmarine with and into Outboard Marine Corporation became effective upon
the filing on September 30, 1997 with the Secretary of State of the State of
Delaware of a Certificate of Ownership and Merger of Greenmarine with and into
the Company pursuant to Section 253 of the Delaware General Corporation Law.
The Company's fiscal year ends on September 30 of each year and as such,
the merger was consummated on the last day of the Company's 1997 fiscal year.
As a result, it became necessary for the Company to prepare its year end
financial information based on the purchase method of accounting. Because of
the magnitude of reviewing all of the Company's worldwide assets and
liabilities on a fair market value basis, the Company will be unable to file
its Annual Report on Form 10-K for the fiscal year ended September 30, 1997 by
December 29, 1997 without unreasonable effort or expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
ROBERT S. ROMANO 847 689-5554
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Robert S. Romano (Area Code) (Telephone Number)
Vice President,
General Counsel and Secretary
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(2) Have all other period 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 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, attached is 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.
Outboard Marine 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: December 29, 1997 By: /s/ ROBERT S. ROMANO
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Robert S. Romano
Vice President, General
Counsel 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 |
| 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.
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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 required.
4. Amendments to the notification 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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PART IV, ITEM (3) ATTACHMENT
For the year ended September 30, 1997, the Company expects to report a net
loss of $79.1 million, or $3.91 per share (primary and fully diluted), on sales
of $979.5 million. For the year ended September 30, 1996, the Company reported
a net loss of $7.3 million, or $.36 per share on sales of $1,121.5 million.
Industry unit volume for outboards and boats declined in 1997 in the United
States. The Company's sales decrease was due primarily to reduced demand in
the North American markets, a management effort to assist dealers in reducing
inventory and market restraint as a result of the Company's announced intention
in April, 1997 to explore strategic alternatives to maximize shareholder value.
The 1997 year includes $26.9 million of change in control expenses as well
as other nonrecurring charges, including increased warranty accruals due
primarily to a change in accounting estimate and additional environmental
accrual from early adoption of a new accounting standard. The 1997 year also
includes non-operating income for insurance recovery, a lawsuit settlement and
higher gains on disposition of fixed assets. The 1996 year includes
restructuring charges of $25.6 million.
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Outboard Marine Corporation
Statements of Consolidated Earnings
(Unaudited)
<TABLE>
<CAPTION>
(Dollars in millions except amounts per share)
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Post-Merger Basis | Pre-Merger Basis
of Accounting | of Accounting
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Years ended September 30 1997 | 1996
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<S> <C> <C>
Net Sales $ 979.5 | $ 1,121.5
Cost of Goods Sold 826.5 | 892.2
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Gross earnings 153.0 | 229.3
|
Selling, General and Administrative |
Expense 215.4 | 210.3
Restructuring Charges - | 25.6
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Earnings (Loss) from operations (62.4) | (6.6)
|
Non-Operating Expense (Income): |
Interest expense 16.2 | 12.3
Change in control expenses 26.9 | -
Other, net (29.2) | (8.5)
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13.9 | 3.8
|
Earnings (Loss) before provision |
for income taxes (76.3) | (10.4)
|
Provision (Credit) for Income Taxes 2.8 | (3.1)
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Net earnings (loss) $ (79.1) | $ (7.3)
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|
Net Earnings (Loss) Per Share of |
Common Stock |
|
Primary $ (3.91) | $ (0.36)
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Fully diluted $ (3.91) | $ (0.36)
======== | =========
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</TABLE>
