<PAGE> 1
<TABLE>
<S> <C> <C>
------------------------
UNITED STATES OMB APPROVAL
------------------------
SECURITIES AND EXCHANGE COMMISSION OMB Number. 3235-0058
Washington, D.C. 20549 Expires: June 30, 1994
Estimated average burden
FORM 12b-25 hours per response..2.50
NOTIFICATION OF LATE FILING ------------------------
SEC FILE NUMBER
0-15336
------------------------
CUSIP NUMBER
56605101
------------------------
(Check One): /x/ Form 10-K / / Form 20-F / / Form 11-K / / Form 10-Q / / Form N-SAR
</TABLE>
For Period Ended: December 31, 1994
-----------------------
[ ] 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:
- - -------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION
- - -------------------------------------------------------------------------------
Full Name of Registrant
Margo Nursery Farms, Inc.
- - -------------------------------------------------------------------------------
Former Name if Applicable
- - -------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Road 690, Kilometer 5.8, Vega Alta, P.R. 00692
- - -------------------------------------------------------------------------------
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.*
* See Exhibit B
PART III - NARRATIVE
State below in reasonable detail the reason why Forms 10-K, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
See Exhibit A. (Attach Extra Sheets if Needed)
SEC 1344 (6/93)
<PAGE> 2
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
ALFONSO A. ORTEGA (809) 883-2570
---------------------------- ------------ -------------------------
(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 reports) 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 Exhibit C.
- - --------------------------------------------------------------------------------
Margo Nursery Farms, 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 March 31, 1995 By Alfonso A. Ortega
---------------------------------------- --------------------------------
Alfonso A. Ortega, C.F.O.
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)
- - --------------------------------------------------------------------------------
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 or Regulation S-T (Section 232.201 or Section 232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T (Section 232.13(b) of this chapter).
<PAGE> 3
EXHIBIT A
The Registrant encountered difficulty in obtaining certain information
required from third parties to value a note receivable, and, therefore,
complete its Financial Statements. As a result, the Registrant was not in a
position to complete the preparation of the Form 10-K or to have its
independent auditors issue their opinion on the Company's Financial Statements
by the required filing deadline.
<PAGE> 4
EXHIBIT B
KAUFMAN
ROSSIN &
CO.
(LOGO)
CERTIFIED PUBLIC ACCOUNTANTS
2699 SOUTH BAYSHORE DRIVE
MIAMI, FLORIDA 33133-5486
March 30, 1995
Ignacio Alvarez, Esq.
Pietrantoni, Mendez & Alvarez
Banco Popular Center
Suite 1901
209 Munoz Rivera Avenue
Hato Rey, PR 00918
Re: Margo Nursery Farms, Inc.
Dear Mr. Alvarez:
This is to confirm that the reason for the delay in issuing our audit report
results from not obtaining the necessary information from the registrant on a
timely basis.
Very truly yours,
KAUFMAN, ROSSIN & CO.
Gerald A. Michelson
-------------------
Gerald A. Michelson
<PAGE> 5
EXHIBIT C
The Registrant expects to report a loss for the year ended December 31,
1994 as compared to net earnings of approximately $5.0 million for the year
ended December 31, 1993. The change is due primarily to the fact that 1993
earnings included an extraordinary gain of approximately $4.0 million and
$899,220 as the result of the cumulative effect of applying a new method of
accounting for income taxes. Anticipated results for the year ended December
31, 1994, include a write down of a note receivable. The amount of the net
loss for 1994 will depend on the valuation of the note receivable.
