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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-14836
NOTIFICATION OF LATE FILING
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(Check one): [ ]Form 10-K [ ]Form 11-K [ ]Form 20-F [X]Form 10-Q
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[ ] Form N-SAR
For Period Ended: December 31, 1998
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[ ] Transition Report on Form 10-K Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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Read attached instruction sheet 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, Exhibit
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11.1 (Statement re: computation of net income (loss) per share) and Exhibit 27.1
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(Financial Data Schedule)
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PART I
REGISTRANT INFORMATION
Full name of registrant Metal Management, Inc.
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Former name if applicable N/A
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Address of principal executive office (Street and number)
500 N. Dearborn Street Suite 405
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City, state and zip code
Chicago, IL 60610
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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 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, 20-F, 11-K or Form N-SAR, or portion thereof will be
[X] 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
(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.)
On February 12, 1999, one business day prior to the filing date for Metal
Management, Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended
December 31, 1998 (the "Quarterly Report"), Metal Management, Inc., (the
"Company") entered into a Stock Purchase Agreement (the "Stock Purchase
Agreement") with a newly formed corporation controlled by the Company's former
Chief Executive Officer, Gerard M. Jacobs to sell the common stock of the
Company's subsidiary, Superior Forge, Inc. ("Superior Forge"). As a result of
the execution of the Stock Purchase Agreement, the Company with its independent
auditors was required to assess the effect of the pending sale of Superior Forge
on the financial statements to be contained in the Quarterly Report. Because of
the proximity of the execution date of the Stock Purchase Agreement and the
filing deadline of the Quarterly Report, this analysis could not be completed
without unreasonable effort or expense prior to such deadline.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Robert C. Larry 312 645-0700
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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 the 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.
Net loss from continuing operations, after preferred stock dividends, was
$19.0 million ($0.46 per share) and $38.2 million ($1.02 per share) for the
three and nine months ended December 31, 1998, respectively, compared with a net
loss from continuing operations, after preferred stock dividends, of $36.3
million ($1.67 per share) and $36.2 million ($2.12) for the three and nine
months ended December 31, 1997, respectively. The results include pre-tax
non-recurring charges of $6.4 million and $9.8 million for the three and nine
months ended December 31, 1998, respectively, and $33.7 million for both the
three and nine months ended December 31, 1997. The results of operations for
the three and nine months ended December 31, 1998 include a non-cash,
non-recurring charge of $6.0 million to reflect the reduction in the carrying
value of the goodwill associated with the Company's Superior Forge subsidiary
resulting from the execution of the Stock Purchase Agreement. Excluding the
non-recurring charges, the net loss was higher during the current period due to
unprecedented weakness in the scrap metal industry since July 1998, which
resulted in lower than anticipated sales volumes and lower realized scrap
prices.
Metal Management, 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
thereunto duly authorized.
Date February 17, 1999 By Robert C. Larry, Chief Financial Officer
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