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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number: 1-9647
CUSIP Number:
(Check One): /x/Form 10-K //Form 20-F //Form 11-K //Form 10-Q //Form N-SAR
For Period Ended: for the fiscal year ended January 28, 1995
/ / 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 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
Jan Bell Marketing, Inc.
____________________________________________________________________________
Full Name of Registrant
____________________________________________________________________________
Former Name if Applicable
13801 N. W. 14th Street
____________________________________________________________________________
Address of Principal Executive Office (Street and Number)
Sunrise, Florida 33323
____________________________________________________________________________
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 10-K, 20-F, 11-K or Form N-
SAR, or portion thereof, will be filed on or before the
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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 the Form 10K, 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.)
THE COMPANY IS UNABLE TO FILE ITS FORM 10-K WITHIN THE PRESCRIBED TIME
PERIOD SINCE IT IS IN THE PROCESS OF AMENDING THE TERMS OF ITS 6.99%
SENIOR NOTES DUE OCTOBER 8, 1999 WITH THE HOLDERS THEREOF, AND IS ALSO
IN THE PROCESS OF DOCUMENTING A NEW WORKING CAPITAL FACILITY WITH GBFC,
INC., AN AFFILIATE OF GORDON BROTHERS, INC., AND FOOTHILL CAPITAL
CORPORATION. EACH OF THESE REFINANCINGS AFFECTS THE FINANCIAL
INFORMATION AND MANAGEMENT'S DISCUSSION AND ANALYSIS CONTAINED IN THE
FORM 10-K. THE COMPANY EXPECTS TO FINALIZE THESE TRANSACTIONS AND TO
FILE ITS FORM 10-K NO LATER THAN THE FIFTEENTH CALENDAR DAY FROM THE
PRESCRIBED DUE DATE OF ITS FORM 10-K.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Joseph Pennacchio (305) 846-2708
(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 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.
See Attachment A hereto
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Jan Bell Marketing, Inc.
____________________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: 4/28/95 By Joseph Pennacchio
________________________
Name: Joseph Pennacchio
Title: Chief Executive Officer
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. 25049, 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.
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ATTACHMENT A
The Company announced that it expects to report for its fourth quarter
and year ended January 28, 1995 sales of $114.0 million and $305.7
million respectively.
The Company reported that following a strategic review of its
various business activities, it made the decision to focus its resources
on its retail operations and has therefore closed its wholesale sales
division. Although the sharp reduction in personnel and other expenses
will be realized in future periods, the Company, in the fourth quarter,
made significant accruals for inventory reserves and severance charges
to reflect the streamlining of the business and the liquidation of the
wholesale inventory. As part of this process, the Company wrote-off
the goodwill associated with the 1991 acquisition of Big Ben Ninety, the
wholesale watch division.
These special charges, together with other operating losses for the
full year, including a charge in the fourth quarter resulting from the
devaluation of the Mexican peso, are expected to result in a loss of
$75.1 million or ($2.92) per share for the fiscal year ended January 28,
1995.
/Attachment A continues on the following pages/
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JAN BELL MARKETING, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts shown in thousands except share and per share data)
January 28, December 31,
1995 1993
___________ ____________
ASSETS
Current Assets:
Cash and cash equivalents $ 28,212 $ 30,178
Accounts receivable (net of
allowance for doubtful
accounts and sales returns
of $445 and $5,185) 12,156 22,064
Inventories 106,053 177,538
Refundable income taxes 697 15,075
Prepaid expenses 834 1,103
Other current assets 207 1,914
________ ________
Total current assets 148,159 247,872
Property, net 29,639 28,846
Excess of cost over fair
value of net assets acquired 2,869 27,850
Other assets 6,085 7,686
________ _______
$186,752 $312,254
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 14,249 $ 29,339
Accrued expenses 8,350 8,734
Accrued lease payment 1,818 1,877
Liability for inventory
repurchased --- 33,426
Senior notes payable
classified as current(a) 35,000 ---
________ ________
Total current liabilities 59,417 73,376
Long-term debt 33,496
Stockholders' Equity
Common stock, $.0001 par value,
50,000,000 shares authorized,
25,741,991 and 25,851,738 shares
issued and outstanding 3 3
Additional paid-in capital 178,896 180,367
Retained earnings/(deficit) (50,657) 28,871
________ ________
Foreign currency translation
adjustment (907) ---
Deferred compensation ( - ) (3,859)
________ ________
127,335 205,382
________ ________
$186,752 $312,254
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(a) For the year ending January 28, 1995, the Company was not in
compliance with certain covenants contained in its senior note
agreement.
/Attachment A continues on the following page/<PAGE>
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JAN BELL MARKETING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts shown in thousands except share and per share data)
Fifty Two
Weeks Ended Year Ended
___________ ____________________________
January 28, December 31, December 31,
1995 1993 1992
___________ ___________ ___________
Net Sales $305,685 $275,177 $333,521
Less:
Effect of Sam's
agreement --- 99,718 ---
________ ________ _________
305,685 175,459 333,521
________ ________ _________
Cost of sales 263,979 245,310 276,872
Less:
Effect of Sam's
agreement --- 79,687 ---
________ ________ _________
263,979 165,623 276,872
________ ________ _________
Gross profit 41,706 9,836 56,649
Interest and other
income 419 635 550
________ ________ _________
42,125 10,441 57,199
Selling, general and
administrative expenses 60,048 44,492 34,826
Other charges 47,773 10,217 ---
Currency exchange loss 5,474 --- ---
Interest expense 3,534 3,195 916
________ ________ _________
Income (loss) before income
taxes (74,704) (47,433) 21,457
Income tax provision
(benefit) 353 (11,709) 6,682
________ ________ _________
Net income (loss) $(75,057) $ (35,724) 14,775
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Net income (loss) per
common share $ (2.92) $ (1.40) $ .59
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Weighted average number
of common shares 25,688,592 25,484,544 25,164,798
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