<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC FILE NUMBER 0-15994
NOTIFICATION OF LATE FILING
(Check One): (X) Form 10-K ( ) Form 20-F ( ) Form 11-K ( ) Form 10-Q
( ) Form N-SAR
For Period Ended: January 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:
PART I - REGISTRANT INFORMATION
LDI Corporation
- - -----------------------
Full Name of Registrant
- - -----------------------
Former Name if Applicable
One Cleveland Center
- - -----------------------
Address of Principal Executive Office (Street and Number)
Cleveland, Ohio 44114
- - -----------------------
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)
( 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 1-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following the 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.
<PAGE> 2
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
Today, May 2, 1994, the Company reached agreement with its lenders concerning
the renegotiation of certain of its existing debt. The inability to finalize
all definitive documentation supporting such restructured debt and to include
such documentation as Exhibits to the Form 10-K cause the Company to be
unable to complete and file its 10-K by May 2, 1994, the prescribed deadline
for filing. The Company intends to file the 10-K promptly after definitive
documents are finalized and in any event by May 17, 1994. On April 7, 1994
the Company filed a Current Report on Form 8-K containing the press release
attached hereto as Exhibit A which announced the restructuring.
PART IV - OTHER INFORMATION
(1)Name and telephone number of person to contact in regard to this
notification
Frank G. Skedel, Senior Vice President or
Bejamin W. Cannon, Vice President,
General Counsel and Secretary 216 867-0100
- - -------------------------------------------------------------------------------
(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.
On March 31, 1994, LDI Corporation issued a press release announcing its
strategic business plan. A copy of the press release is attached hereto as
Exhibit A.
<PAGE> 3
LDI CORPORATION
- - ---------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date 5/2/94 By: /s/ Benjamin W. Cannon
----------------------------------------
Benjamin W. Cannon, Vice President, General
Counsel and Secretary
<PAGE> 4
LDI One Cleveland Center
LDI CORPORATION 1375 East Ninth Street
News Release Cleveland, Ohio 44114
Phone (216) 687-0100
For More Information Contact: NASDAQ LDIC
CONTACTS: JERRY E. KISH
EXECUTIVE VICE PRESIDENT
CHIEF FINANCIAL OFFICER
OR
FRANK G. SKEDEL
SENIOR VICE PRESIDENT
AND TREASURER
216/687-0100
LDI CORPORATION ANNOUNCES STRATEGIC BUSINESS PLAN
CLEVELAND, Ohio--For immediate release on March 31, 1994--LDI Corporation
(NASDAQ:LDIC) today released details of its comprehensive strategic business
plan resulting from its business review announced earlier this month.
In describing the plan, chairman and chief executive officer Robert S.
Kendall said, "We are narrowing the span of product offerings of the Company
by disengaging from our non-core businesses. LDI will now focus on its core
business of equipment leasing, and the related services of maintenance and
technical support for computers and other high-technology equipment and
short-term PC rentals. These core products have consistently been among our
most profitable and are businesses that emphasize customer service. Revenues
and assets for the core business were approximately $210 million and $580
million, respectively, for the year ended January 31, 1994. These amounts
represented approximately 60% and 90%, respectively, of total consolidated
revenues and assets.
"Historically, LDI's greatest strengths have been its skill at leasing,
providing service and technical expertise, and building long-term relationships
with our corporate customers. LDI will focus its resources on continuing to
improve these strengths and enhance the value we provide to our customers,"
Kendall said.
- More -
<PAGE> 5
"Rapid change in the computer industry, our new business start-ups, and
the fundamental economics of our industries have contributed to declines in
LDI's revenues and earnings over the past seven quarters," said Kendall. "LDI's
consolidated operations have been profitable in the past, and we are
implementing appropriate changes now to narrow the focus of the Company and
execute a cohesive, profitable strategy going forward."
PLAN CALLS FOR DISPOSITION OF NON-CORE BUSINESS UNITS
- - -----------------------------------------------------
The details of the plan announced today call for the sale or other
disposition of the remaining non-core businesses. These actions are in addtion
to the previously announced exit from the personal computer (PC) superstore
business.
Kendall said, "Management is active in negotiations to sell most of these
non-core businesses. We currently have agreements in principle to sell the
retail information services unit and LDI's open software distribution unit."
Other businesses which are targeted for sale or discontinuation include
LDI's catalog distribution and corporate PC sales businesses, its PC brokerage
operation and the retail PC outlet stores, LDI's Canadian leasing subsidiary,
and Sea-Tech, its ship-to-shore satellite telecommunications venture.
"The final disposition of these units will not be known for a few months,"
Kendall added, "but we are making significant progress." The investment banking
firm of Bear, Stearns & Co., LDI's strategic business advisor, has been
retained to assist in the sale of the non-core businesses.
The remaining non-core businesses identified by LDI's strategic business
plan employe approximately 250 people. Many of these individuals are likely to
be retained by new owners of the business units targeted for sale by LDI.
PLAN INCLUDES OPERATING COST REDUCTIONS
- - ---------------------------------------
The Company also announced that it will consolidate its core business
operations and corporate offices into its Technical Center on Hinckley
Industrial Parkway in the City of Cleveland. This consolidation affects the
Company's dowtown corporate office at One
- More -
<PAGE> 6
Cleveland Center, and its leasing and corporate operations center in Westlake.
The Company plans to sell its Westlake facility and vacate its leased downtown
offices within the next several months.
The facilities consolidation, employee terminations and transfers, and
certain other identified cost reductions will lower future core business
operating costs.
MANAGEMENT AND GOVERNANCE CHANGES
- - ---------------------------------
"In recognition of the downsizing of the business as a result of
implementing the strategic plan, the Company is announcing a corresponding
restructure of its executive management to streamline the decision making
process," said Kendall.
As part of this management change, effective April 1, Michael R.
Kennedy, president and chief operating officer, Thomas A. Cutter, senior vice
president and vice chairman, and Jerry E. Kish, executive vice president and
chief financial officer, will direct their joint efforts toward executing
aspects of the strategic business plan. On June 1, the three will relinquish
their executive titles but remain as members of the board of directors. In
separate actions, Kennedy and Cutter have expressed interest in purchasing
certain of the Company's non-core business units.
The board of directors has decided to hire a new CEO to direct the
long-term execution of the Company's strategic plan. Kendall will continue to
serve as chairman and chief executive officer until the new CEO is selected,
and thereafter continue as chairman of the board of directors. A committee of
board members has been established to conduct the search for a new chief
executive officer and expects to complete the process by August.
Commenting on the restructuring of senior management, Kennedy and
Cutter stated, "We are all supportive of the strategic business plan as the
best direction for LDI and its shareholders. We also recognize that a revised
management structure is needed for a streamlined LDI." Kendall, Kennedy and
Cutter founded LDI in 1972, and together own approximately 45 percent of all
outstanding common stock.
-More-
<PAGE> 7
The Company also announced the formation of an executive management
commitee, with members from both management and the board, to oversee the
implementation of the strategic business plan. It is anticipated that all
material aspects of LDI's strategic business plan will be implemented during
the next four months.
ESTIMATED FOURTH QUARTER CHARGES
- - --------------------------------
The previously described actions necessary to implement the strategic plan
are expected to result in charges for restructuring, discontinued operations,
facilities consolidation, employee severance, and related items. These charges
are currently estimated to range from $24 million to $27 million, net of tax.
As a result, LDI will report a substantial loss for its fourth quarter and
fiscal year ended January 31, 1994. It is expected that audited financial
results will be reported to shareholders in approximately four weeks.
DIVIDEND ACTION
- - ---------------
The board of directors, in concert with the strategic plan, has suspended
payment of regular quarterly cash dividends on the Company's common stock. A
quarterly dividend of 4 cents per share was last paid on January 28, 1994.
LENDER SUPPORT
- - --------------
The Company has kept its lenders apprised of the development of its
strategic business plan and the estimated charges. The strategic plan has the
support of the Company's lenders, who have provided interim waivers of any
possible loan covenant violations that may have resulted from the proposed
actions. Lenders are working with the Company to amend existing loan
agreements by the end of April to be consistent with the Company's strategic
business focus.
The core business of LDI Corporation consists of equipment leasing, and the
related services of maintenance and technical support for computers and other
high-technology equipment and short-term PC rentals.
####
