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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
SEC FILE NUMBER
2-38375
NOTIFICATION OF LATE FILING
CUSIP NUMBER
911327 50 0
(Check One): [X] Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR
For Period Ended: September 3, 2000
[ ] 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:
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Read Instruction (on back page) 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
United Petroleum Corporation
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Full Name of Registrant
N/A
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Former Name if Applicable
5800 N.W. 74th Avenue
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Address of Principal Executive Office (Street and Number)
Miami, Florida 33166
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City, State and Zip Code
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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)
(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, (record) Form 20-F, 11-K or Form N-SAR,
or portion thereof, will be filed on before the fifteenth
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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
Personnel essential to the preparation and review of the Company's report on
Form 10-K for the fiscal year ended September 3, 2000 have been absent over the
past month.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
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Carlos E. Bared (305) 592-3100, ext. 2315
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(Name) (Area Code) (Telephone Number)
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(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 answer is no, identify report(s). [X] Yes [ ] No
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(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.
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The Company generated a net loss of $6.4 million in 2000, compared to a
net loss of $475,000 in 1999, primarily due to the effects of the
Transactions described in the Company's Current Report on Form 8-K
dated November 12, 1999, and their financing totaling $4.9 million and
including: (i) interest expense, including interest rate increases in
the period and amortization of deferred loan costs of $2.3 million;
(ii) amortization of goodwill and other intangible assets of $1.5
million; (iii) accrued preferred dividends totaling $1 million which
are being paid in shares of stock; and (iv) depreciation expense on the
write-up of assets to fair value of $59,000. The net loss in 2000 also
reflects losses of $630,000 incurred by the Calibur Companies
subsequent to the Merger described in the 8-K, losses of $330,000
realized by three casualty stores that reopened during the year, and
$574,000 in additional costs incurred to install new fuel dispensing
equipment at 40 store locations.
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United Petroleum Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
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Date December 1, 2000 By /Carlos E. Bared/
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Carlos E. Bared
Sr. Vice President/Chief Financial
Officer
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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).
