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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-14326
(Check one): [X] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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
REGISTRANT INFORMATION
Full name of registrant ARISTA INVESTORS CORP.
Former name if applicable
Address of principal executive office (Street and Number)
116 John Street
City, state and zip code New York, New York 10038
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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 appropriate box.)
(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 Forms 10-K, 10-KSB, 20-F, 11-K
or Form N-SAR, or portion thereof will be
[X] filed on or before the fifteenth calendar day
following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q,
10- QSB, 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, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if needed.)
The Registrant and its wholly-owned subsidiary, Arista
Insurance Company ("Arista Insurance"), entered into an Assumption
Reinsurance Agreement, dated as of September 23, 1998 (the "Treaty"),
with The Guardian Life Insurance Company of America ("The Guardian"),
whereby the Registrant ceded its statutory, super statutory and
voluntary disability benefits insurance (the "Book of Insurance") to
The Guardian. The Registrant also entered into an Administrative
Services Agreement, dated as of September 23, 1998 (the "TPA
Agreement"), with The Guardian pursuant to which the Registrant serves
as a third party administrator of the Book of Insurance. The
transactions contemplated by the Treaty and the TPA Agreement were
consummated on November 12, 1998. As a result of the aforementioned
activities, the Registrant required additional time in order to
provide appropriate disclosures about the transactions in the financial
statements as required by Regulation S-X and generally accepted
accounting principles.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Stanley S. Mandel 212-964-2150
(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.
PART IV - NARRATIVE
The sale of the Registrant's Book of Insurance as explained in PART
III eliminated the Registrant's principal business segment of disability
insurance underwriting. Under Regulation S-X and generally accepted accounting
principles, the Registrant is required to make certain disclosures about the
measurement date, the income or loss from the operations of the discontinued
segment, and separately, any gain or loss on the disposal of the segment. Thus,
the format of the Registrant's consolidated statement of income and
comprehensive income will be changed to provide the following information:
- Income (loss) from operations of discontinued segments, net of tax.
- Gain or loss on disposal of the segment, net of tax.
- Income (loss) from continuing operations.
- Income (loss) per share from discontinued operations.
The Registrant did not believe the use of estimates would
significantly reduce the time needed to prepare the required disclosures.
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ARISTA INVESTORS CORP.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date April 1, 1999 By Stanley S. Mandel
Stanley S. Mandel, President
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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