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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SEC File Number - 0-17517
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Cusip Number - 811-412-10-5
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) (x) Form 10-K ( ) Form 20-F ( ) Form 11-K ( ) Form 10-Q
( ) Form N-SAR
For Period Ended: October 31, 1997
( ) 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 the 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
SEA PINES ASSOCIATES, INC.
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Full Name of Registrant
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Former Name if Applicable
32 GREENWOOD DRIVE
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Address of Principal Executive Office (Street and Number)
HILTON HEAD ISLAND, SC 29928
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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 appropriate box)
(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, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; for the subject quarterly report of transition report on Form
10Q, of portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
( ) (c) The accountant's statement of other exhibit required by Rule 12b-25(c)
has been attached if applicable
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 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)
SEA PINES/TIDEPOINTE, INC., A SUBSIDIARY OF SEA PINES ASSOCIATES, INC. (THE
COMPANY) IS A MINORITY GENERAL PARTNER IN TIDEPOINTE PARTNERS, WHICH IS
DEVELOPING AND OPERATING A CONTINUING CARE RETIREMENT COMMUNITY ON HILTON HEAD
ISLAND, SOUTH CAROLINA. IN DECEMBER 1997, THE COMPANY LEARNED THAT PIE MUTUAL
INSURANCE COMPANY, THE ULTIMATE PARENT COMPANY OF PROVIDERS ENTERPRISES, INC.,
ITS 82.5% MAJORITY PARTNER IN TIDEPOINTE PARTNERS, HAD BEEN PLACED UNDER THE
SUPERVISION OF THE INSURANCE DEPARTMENT OF THE STATE OF OHIO FOR THE PURPOSE OF
REHABILITATION AND POSSIBLE LIQUIDATION, DUE TO QUESTIONS ABOUT PIE MUTUAL'S
FINANCIAL CONDITION.
THE COMPANY IS UNCERTAIN AT THIS TIME AS TO THE IMPACT THAT THESE MATTERS MAY
HAVE ON THE TIDEPOINTE PARTNERS PARTNERSHIP, THE FUTURE OF THE TIDEPOINTE
PROJECT AND ITS OPERATIONS AND THE RECOVERABILITY OF THE AMOUNTS WHICH SEA
PINES/TIDEPOINTE, INC. HAS INVESTED OR ADVANCED TO THE PARTNERSHIP, HOWEVER THE
COMPANY IS CURRENTLY IN THE PROCESS OF INVESTIGATING AND EVALUATING THE POSSIBLE
IMPACT OF THE ABOVE.
THESE RECENT EVENTS HAVE IMPEDED THE COMPANY'S ABILITY TO OBTAIN AND ASSESS
INFORMATION REQUIRED FOR THE COMPLETION OF ITS FORM 10-K WITHIN THE ORIGINAL DUE
DATE. THE COMPANY EXPECTS TO RECORD THE RESERVES AS DISCUSSED IN PART IV BELOW
AND MAKE A COMPLETE FILING OF FORM 10-K ON OR BEFORE FEBRUARY 13, 1998.
THE COMPANY BELIEVES THAT THE INSURANCE DEPARTMENT OF THE STATE OF OHIO WILL
ATTEMPT TO SELL PIE MUTUAL'S INTEREST IN TIDEPOINTE PARTNERS.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
MICHAEL E. LAWRENCE, CHIEF EXECUTIVE OFFICER (803) 842-1919
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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:
AS STATED IN PART III ABOVE, SEA PINES ASSOCIATES, INC. IS CURRENTLY
INVESTIGATING AND EVALUATING THE RECOVERABILITY OF AMOUNTS INVESTED OR
ADVANCED TO TIDEPOINTE PARTNERS BY ITS SUBSIDIARY SEA PINES/TIDEPOINTE,
INC.
THE COMPANY PRESENTLY EXPECTS TO FULLY RESERVE ITS INVESTMENT IN TIDEPOINTE
PARTNERS AND ITS OUTSTANDING ADVANCES TO THE PARTNERSHIP AND RELATED
INTEREST RECEIVABLE WHICH WHEN COMBINED WITH ITS FISCAL 1997 EQUITY SHARE
OF THE TIDEPOINTE PARTNERS OPERATING LOSS WILL TOTAL $2,658,000.
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SEA PINES ASSOCIATES, 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
thereunto duly authorized.
DATE: 1/30/98 BY: CHARLES W. FLYNN
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CHARLES W. FLYNN
CHAIRMAN
DATE: 1/30/98 BY: MICHAEL E. LAWRENCE
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MICHAEL E. LAWRENCE
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 persons
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 INSTRUCTION
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 amendment 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 232.12(c) of this chapter).
