<PAGE> 1
6983
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-68S
NOTIFICATION OF LATE FILING
(Check One): /x/ Form 10-K / / Form 11-K / / Form 20-F / / Form 10-Q
/ / Form N-SAR
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: Audited Financial
Statements of Bareco Products, a fifty percent owned equity investee of the
Registrant.
PART I
REGISTRANT INFORMATION
Full name of registrant: Petrolite Corporation
Address of principal executive office (Street and number): 369 Marshall Avenue
City, state and zip code: St. Louis, MO 63119
PART II
RULE 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 appropriate box.)
/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, 20-F, 11-K or Form N-SAR, or portion thereof
will be filed on or before the 15th 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
/x/ (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 Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
<PAGE> 2
FORM 12b-25 FORMS 6984
- -------------------------------------------------------------------------------
The Registrant was unable to file its annual report on Form 10-K in its
entirety because audited financial statements of the Registrant's fifty
percent owned equity investee, Bareco Products, were not available for filing
within the prescribed due date. The determination as to whether certain of
the Registrant's equity investees met the significant subsidiary criteria set
forth in Regulation S-X Rule 1-02(w) was not made until financial information
of the Registrant and its fifty percent owned equity investees was finalized
for purposes of calculations required by Rule 1-02(w). Pursuant to Rule
3-09(b) the financial statements of the Registrant's fifty percent owned equity
investee, Bareco Products, must be audited for the year ended October 31,
1996; audits were not required for periods prior to the fiscal year ended
October 31, 1996. Price Waterhouse LLP, the Registrant's independent
accountants have advised that completion of an audit pursuant to Rule 3-09(b)
within the prescribed period for filing n Form 10-K would have caused
unreasonable expense due to the short period of time between the date on
which determination as to significance was made, and the prescribed due date
for filing Form 10-K. An audit of its financial statements pursuant to Rule
3-09(b) is in progress at the date of this filing, and financial statements
meeting the requirements set forth in Rule 3-09(b) will be filed no later
than the fifteenth calendar day following the prescribed due date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification: John M. Casper, 314/968-6154.
(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) It is 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
_______________________________________________________________________________
PETROLITE CORPORATION
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: January 29, 1997 By s/John M. Casper
--------------- ----------------
John M. Casper
Vice President
Chief Financial Officer
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
<PAGE> 3
January 29, 1997
Mr. John M. Casper
Vice President, Chief Financial Officer
Petrolite Corporation
369 Marshall Avenue
Webster Groves, MO 63119
Dear Jack:
You have furnished us with a copy of your "Notification of Late Filing" on
Form 12b-25 dated January 29, 1997.
We are in agreement with the comments under Part III of the Form with respect
to the reasons why we are unable to furnish our report on the financial
statements of Bareco Products, a fifty percent owned equity investee of
Petrolite Corporation, on or before the date the Form 10-K of Petrolite
Corporation for the year ended October 31, 1996 is required to be filed.
Your very truly,
s/PRICE WATERHOUSE LLP
