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UNITED STATES | OMB APPROVAL |
SECURITIES AND EXCHANGE COMMISSION +------------------+
Washington, D.C. 20549 | OMB Number: |
| 3235-0058 |
FORM 12b-25 | Expires: |
| January 31, 2002 |
NOTIFICATION OF LATE FILING | Estimated |
| average burden |
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K | hours per |
[ ] Form 10-Q [ ] Form N-SAR | response..2.50 |
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For Period Ended: Fiscal year ended September 30, 1999 +------------------+
------------------------------------ | SEC FILE NUMBER |
[ ] Transition Report on Form 10-K | |
[ ] Transition Report on Form 20-F | 0-18102 |
[ ] Transition Report on Form 11-K +------------------+
[ ] Transition Report on Form 10-Q +------------------+
[ ] Transition Report on Form N-SAR | CUSIP NUMBER |
| 577 140 106 |
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For the Transition Period Ended: N/A
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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. |
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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
Matthews Studio Equipment Group
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Full Name of Registrant
N/A
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Former Name if Applicable
3111 North Kenwood Street
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Address of Principal Executive Office (Street and Number)
Burbank, California 91105
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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 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 following the
[X] | prescribed due date; or the subject quarterly report of 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.
Because of a change in accounting and finance personnel, Matthews Studio
Equipment Group (the "Company") experienced delays in closing its accounts for
fiscal 1999 and additional time is required to prepare the financial statements
to be included in the Form 10-K.
The Company is negotiating certain amendments to its bank facility. Although
near conclusion, the amendment is not yet finalized and approved by the
syndicate of lenders. This amendment needs to be finalized before complete and
adequate disclosure, particularly with regard to liquidity and capital
resources, can be made as required for Form 10-K. The Company anticipates that
the amendment will be finalized and approved by the syndicate of lenders within
the next two weeks.
(Attach Extra Sheets if Needed)
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Carlos D. DeMattos (818) 525-5200
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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.
MATTHEWS STUDIO EQUIPMENT GROUP
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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: December 30, 1999 By: /s/ Carlos D. DeMattos
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Chairman of the Board,
Chief Executive Officer, President
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). |
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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 ((S)232.201 or (S)232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T ((S)232.13(b) of this chapter).
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EXPLANATION REQUIRED BY PART IV(3):
Change in Results of Operations
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The Company anticipates a significant change in results of operations for fiscal
1999 as compared to fiscal year 1998. The Company reported net income of
$49,000 ($0.00 per share) in 1998. Although the Company's audited financial
statements as of September 30, 1999 and for the year then ended are not yet
complete, the Company expects to report a net loss of $20,172,000 for fiscal
year 1999, and the net loss per share for 1999 is expected to be approximately
$2.17. This change in operating results is due to a combination of factors,
including charges for discontinued operations and nonrecurring costs of
approximately $9,228,000 ($0.99 per share). In addition, changes in the
competitive environment as a result of an industry-wide production slow down
resulted in decreased profit margins. These decreased margins were coupled with
increased depreciation and interest expenses for property and equipment and
related debt associated with business and capital additions.
