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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-15925
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ X ] Form 10-Q
[ ] Form N-SAR
For Period Ended: November 30, 1994
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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 Firm 11-K
For the Transition Period Ended: N/A
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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: N/A
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PART I. REGISTRANT INFORMATION
Full name of registrant: J.M. PETERS COMPANY, INC.
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Former name if applicable
N/A
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Address of principal executive office (Street and number)
3501 Jamboreee Road, Suite 200
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City, State and Zip Code Newport Beach, California 92660
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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.)
[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
[ ] (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.) See Schedule A
Attached.
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PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Gregory R. Petersen (714) 854-2500
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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 thereon?
See Schedule B [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.
J.M. PETERS COMPANY, 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: January 17, 1995 By: /s/ Gregory R. Petersen
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Gregory R. Petersen
Vice President,
Chief Financial Officer
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SCHEDULE A
On December 17 and 22, 1994, in an action stemming from sales activities of
the Company prior to current management's 1992 acquisition of the Company from
the RTC, a San Diego, California Superior Court jury rendered verdicts against
the Company of approximately $2.2 million compensatory and $1.0 million
punitive damages. Ongoing negotiations have brought the parties close to a
settlement of this matter, acceptance of which may be affected by a
contribution from the Company's insurance carrier. Continuing discussions
between the Company, counsel for plaintiffs, and the Company's insurance
carrier should be completed shortly, at which time the Company will be able to
determine the impact of this matter on third quarter earnings.
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SCHEDULE B
In contrast to the $6.1 million net income reported by the Company for the
third quarter of 1994, which included a $4.3 million extraordinary gain
relating to the retirement of an outstanding loan at less than book value, the
Company anticipates reporting a net loss for the third quarter of 1995 as a
result of the $3.2 million adverse jury verdicts discussed in Schedule A to
this Form 12b-25. Without reserving against the effect of these verdicts, the
Company would report approximately $500 thousand net income for the quarter.
The Company is not able to reasonably estimate the effect of this matter on
third quarter earnings because, while ongoing negotiations have brought the
parties close to a settlement, acceptance of the settlement may be affected by
a contribution from the Company's insurance carrier. Continuing discussions
between the Company, counsel for plaintiffs, and the Company's insurance
carrier should be completed shortly, at which time the Company will be able to
determine the impact of this matter on third quarter earnings.
