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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
SEC FILE NUMBER : 0-22907
NOTIFICATION OF LATE FILING
FORM 10-K
FOR PERIOD ENDING MAY 31, 1998
Note* Nothing in this form shall construed to imply that the Commission has
verified any information contained herein.
PART I REGISTRANT INFORMATION
Whitney American Corporation
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Full name of Registrant
Former Name if Applicable
8150 Leesburg Pike, Suite 1200
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Address of Principal Executive Office
Vienna, Virginia 22182
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City, State and Zip Code
PART II-RULES 12B-25(b) AND (c)
If the subject could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25, 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; (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 prescribed due date; or the subject quarterly report
on form 10-Q, or portion thereof, will be filed on or before the fifth calendar
day following the prescribed due date. (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 could not be filed
within the prescribed time period.
The Company audit firm is waiting for information from a consolidated subsidiary
in order to complete its review of the Company's 10-K financial statement.
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PART IV-OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Mr. Juan J. Gutierrez (703) 893-0582
(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 period that the
registrant was required to file such report(s) been filed?
[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?
[ ] Yes [X] 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.
WHITNEY AMERICAN CORPORATION
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Name of Registrant as Specified in the Charter
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date August 27, 1998 By /s/Juan J. Gutierrez
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Chairman and CEO
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 of
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.
