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: March 31, 1996
( ) 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 Instructions (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
Stokely USA, Inc.
Full Name of Registrant
N/A
Former Name if Applicable
1055 Corporate Center Drive
Address of Principal Executive Office (Street and Number)
Oconomowoc, Wisconsin 53066
City, State and Zip Code
Page 1<PAGE>
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, 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 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)
As discussed in the attached letter from the Registrant's Independent
certified public accountants, Deloitte & Touche LLP, the audited
financial statements for the fiscal year ended March 31, 1996, are not
yet available. The Registrant does not believe it is prudent to file
the other portions of the Form 10-K prior to the finalization and
receipt of audited financial statements.
PART IV - OTHER INFORMATION
(1) Name and telephone number of persons to contact in regard to this
notification
Stephen W. Theobald (414) 569-3862
-------------------------------------------------------------------
(Name) (Area Code) Telephone Number
Page 2
(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
----- -----
(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, 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 Attached Sheet.
Stokely USA, 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: June 28, 1996 By: /s/ Stephen W. Theobald
-----------------------------------
Stephen W. Theobald, President and
Chief Executive 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 facts constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
Page 3
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 or apply for an adjustment in filing
date pursuant to Rule 13(b) of Regulation S-T.
Page 4
RESPONSE TO PART III OF FORM 12b-25 NOTICE OF
STOKELY USA, INC.
June 28, 1996
Board of Directors
Stokely USA, Inc.
Gentlemen:
We have not completed our audit of the consolidated financial statements of
Stokely USA, Inc. for the year ended March 31, 1996 and, therefore, are
unable to furnish the required opinion on such consolidated financial
statements as of and for the year ended March 31, 1996. Our audit of the
financial statements referred to above has been delayed, at the request of
management of Stokely USA, Inc., pending completion of negotiations
relating to financing arrangements the Company is currently having with
certain lending institutions.
Very truly yours,
Deloitte & Touche LLP
Page 5
RESPONSE TO PART IV (3) OF FORM 12b-25 NOTICE OF
STOKELY USA, INC.
The financial statements contained in the Registrant's Annual
Report on Form 10-K for the fiscal year ended March 31, 1996 will reflect a
significant change in results of operations from the fiscal year ended
March 31, 1995. For the fiscal year ended March 31, 1996, the Registrant
reported a net loss of $28,821,000 versus net income of $570,000 for the
fiscal year ended March 31, 1995. The decline in net earnings was
primarily due to reduced margins and increased selling and promotional
expense reflecting depressed market conditions. The current year results
also include a previously announced fourth quarter nonrecurring charge of
$12,500,000 relating to the Registrant's decision to exit from the frozen
food business. Net sales for fiscal 1996 were $206,251,000 compared to
$231,422,000 for fiscal 1995. The decline in sales was due primarily to a
drop in frozen business sales coupled with reduced canned inventory
availability due to reduced production in the midwest during the summer of
1995.
Page 6
