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UNITED STATES
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: January 31, 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:
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PART I - REGISTRANT INFORMATION
Video City, Inc.
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Full Name of Registrant
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Former Name if Applicable
6840 District Boulevard
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Address of Principal Executive Office (Street and Number)
Bakersfield, California 93313
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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;
| (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
[X] | 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 Forms 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 ATTACHMENT III
(Attach Extra Sheets if Needed)
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Timothy J. Denari (805) 397-7955
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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). [X] Yes [ ] No
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(3) Is it anticipated that any significant changes 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 Attachment IV
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Video City, Inc.
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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 1, 1998 By /s/ Timothy J. Denari
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Timothy J. Denari
Chief Financial Officer
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). |
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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.
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 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 ((S)232.201 or (S)232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T ((S)232.13(b) of this chapter).
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ATTACHMENT III
Video City, Inc. (the "Company") previously reported that the Company
recently acquired five subsidiaries, sold its film library and its related
receivables and refinanced the Company's then outstanding debt. The integration
of the newly-acquired businesses into the existing operations of the Company and
the other recent transactions have required significant management attention and
accounting resources which could not be eliminated by the Company without
unreasonable effort or expense. Consequently, the Company's independent
accountants have not yet completed the audit of the Company's financial
statements for the period ended January 31, 1998 and are therefore unable to
furnish the required opinion on such financial statements. For the foregoing
reasons, the Company requires additional time to prepare its Annual Report on
Form 10-K for the fiscal year ended January 31, 1998.
ATTACHMENT IV
It is anticipated that a significant change in results of operations from
the previous fiscal year will be reflected by the earnings statement to be
included in the Annual Report on Form 10-K for the fiscal year ended January 31,
1998. Although the results of operations of the Company's video stores for the
fiscal year ended January 31, 1998 have not changed adversely from the prior
fiscal year, the results of operations for the recent fiscal year will reflect
the non-recurring writedown of the Company's film library in the amount of
approximately $3,030,000 to reflect its fair value less cost to sell, and an
increase in general and administrative expenses in the amount of approximately
$894,000 attributable, in part, to professional services and other expenses in
connection with the January 1997 merger of Company's predecessor with Prism
Entertainment Corporation.
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[LETTERHEAD OF BDO SEIDMAN, LLP]
EXHIBIT 99
May 1, 1998
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
This letter is written in response to the requirement of Rule 12b-25(c) under
the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II
of Form 12b-25.
We are the independent auditors of Video City, Inc. (the "Registrant"). The
Registrant has stated in Part III of its filing on Form 12b-25 that it is unable
to timely file, without unreasonable effort or expense, its Annual Report on
Form 10-K for the period ended January 31, 1998 because our Firm has not yet
completed our audit of the financial statements of the Registrant for the period
ended January 31, 1998 and is therefore unable to furnish the required opinion
on such financial statements.
We hereby advise you that we have read the statements made by the Registrant in
Part III of its filing on Form 12b-25 for the period ended January 31, 1998, and
agree with the statements made therein as they relate to accounting and auditing
matters.
Very truly yours,
/s/ BDO Seidman, LLP
BDO Seidman, LLP
