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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25 SEC FILE NUMBER
33-80445
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q [ ] Form N-SAR
For Period Ended: March 31, 1996
[ ] 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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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:
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant
TLC Beatrice International Holdings, Inc.
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
9 West 57th Street
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City, State and Zip Code
New York, New York 10019
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;
(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
[X] 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 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.
The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 and Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (No. 33-80445) are currently under review
by the Securities and Exchange Commission (the "Commission"). The ongoing
review may affect the information contained in the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1996 (the "10-Q"), and, therefore,
the Registrant wishes to delay the filing of the 10-Q in anticipation of
the Commission completing such review.
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Peter Offermann 212 756-8900
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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 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.
The Registrant expects to report net sales of $530 million for the
three month period ended March 31, 1996, an increase of 17% compared to the
corresponding period in 1995. However, the Registrant is unable to
reasonably estimate other operating data until completion by the Securities
and Exchange Commission of its review of the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995 and Post-Effective
Amendment No. 1 to the Registrant's Registration Statement on Form S-1
(No. 33-80445), which review could result in changes in the accounting
treatment of certain items contained in the Registrant's financial
statements.
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TLC Beatrice International Holdings, Inc.
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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.
Date: May 15, 1996 By /s/ Peter Offermann
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Peter Offermann, Executive Vice President
and Chief Financial Officer
