SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-20806
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NOTIFICATION OF LATE FILING
(Check One): [X ] Form 10-K [ ] Form 11-K [ ] Form 20-F
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1998
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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 Form 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
PART I
REGISTRANT INFORMATION
Full name of registrant FIRSTMARK CORP.
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Former name if applicable n/a
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Address of principal executive office
(Street and number) 901 East Cary Street, 17th Floor
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City, state and zip code Richmond, Virginia 23219
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PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without reasonable 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, Form 11-K
| or Form N-SAR, or portion thereof will be filed on
| or before the 15th
[X] | 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 or portion thereof could not be filed
within the prescribed period. (Attach extra sheets if needed.)
The Registrant is attempting to resolve several accounting and
financial disclosure issues relating to the sale of the Registrant's
primary operating subsidiary and related subsidiaries on March 5, 1999.
As a result, the Registrant is experiencing difficulty in gathering the
requisite data to complete the filing of its Form 10-KSB for the year
ended December 31, 1998. It is anticipated that such information will
be produced and that the Form 10-KSB will be filed no later than the
15th calendar day following the prescribed due date. The foregoing
difficulty could not be eliminated by the Company without unreasonable
effort and expense, including hiring (if available) additional
professional staff on a short-term basis.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Ronald C. Britt 804 648-6000
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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 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 5, 1999, the Registrant completed the sale
of its primary operating subsidiary, Southern Title Insurance
Corporation, and related subsidiaries to Old Guard Group,
Inc. In connection with the sale, the Registrant received
$6.75 million in cash and is entitled to receive in the
future additional cash payments based on the pre-tax net
income of the transferred subsidiaries for each of the fiscal
years ending December 31, 1999, 2000 and 2001. Because the
asset value of the subsidiaries sold by the Registrant
exceeded the cash received from Old Guard at the time of the
sale, and the earn-out portion of the purchase price, if any,
cannot be recognized until it is received, the Registrant
expects to report a substantial loss on this sale, which,
under generally accepted accounting principles, is to be
recognized as of December 31, 1998. The Registrant is unable
to provide a reasonable estimate of the expected results
until it has resolved certain accounting and financial
disclosure issues relating to the sale.
FIRSTMARK CORP.
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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: March 31, 1999 By /s/ Ronald C. Britt
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Ronald C. Britt
Chief Financial 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).
