SOONER HOLDINGS INC /OK/
NT 10-K, 1998-03-27
BOTTLED & CANNED SOFT DRINKS & CARBONATED WATERS
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                      US SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

SEC File No.:  0-18344                                CUSIP Number:  835765 10 8
               -------                                               -----------

                           NOTIFICATION OF LATE FILING

           [X] Form 10-KSB [ ] Form 11-K [ ] Form 20-F [ ] Form 10-QSB

                   For the fiscal year ended   December 31, 1997
                                             ---------------------

         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 related:

                        PART I -- REGISTRANT INFORMATION

Full Name of Registrant:                               Sooner Holdings, Inc.
                                             -----------------------------------

Former Name if Applicable:                                   N/A
                                             -----------------------------------

Address of Principal Executive
Office:                           2680 W. Interstate 40, Oklahoma City, OK 73108
                                  ----------------------------------------------


                       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-26(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 will be filed on or before
                           the fifteenth  calendar day following the  prescribed
                           due date;  or the  subject  quarterly  report 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.
                                   1 of three
<PAGE>
                              PART III -- NARRATIVE

         State below in reasonable detail the reasons why the Form 10-KSB, 11-K,
20-F, or 10-QSB or portion thereof could not be filed within the prescribed time
period.

         Arthur  Andersen  LLP  has  completed  its  audit  examination  of  the
Company's  consolidated financial statements as of December 31, 1997 and for the
year then ended.  However, the Company is in the final negotiations to acquire a
business,  which  would be a  material  reportable  event for the  Company.  The
Company is  anticipating  closing  this  acquisition  by the end of March  1998.
Accordingly,  because of the  material  nature of the business  acquisition,  if
consummated,  the Company  desires to include this  transaction as a "subsequent
event" in its audited  financial  statements and make full disclosure of the new
business  acquisition in its MD&A discussion in its Form 10KSB. For this reason,
the  Company  will file the Form 10-KSB  late,  but within the 15-day time frame
prescribed pursuant to 12b-25.


                          PART IV -- OTHER INFORMATION

(1)      Name  and   telephone   number  of  person  to  contact  in  regard  to
         notification:

         R. C. Cunningham II, CEO and President           (405) 236-8332
         --------------------------------------           --------------
                         (Name)                    (Area Code and Telephone No.)

(2)      Have all other periodic  reports required (under Section 13 or 15(d) of
         the Securities Exchange Act of 1983) during the preceding 12 months (or
         for such shorter  period that the  Registrant was required to file such
         reports) been filed? If answered 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 ? [ ] 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;


         N/A
                                   2 of three
<PAGE>
                              PART V -- SIGNATURES


                              SOONER HOLDINGS. INC.
                              ---------------------
                  (Name of Registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


Dated:            March 27, 1998



                                        By:      /s/  R. C. Cunningham II
                                           -------------------------------------
                                                 R. C. Cunningham II
                                                 CEO and President



                                        By:      /s/ R. C. Cunningham III
                                           -------------------------------------
                                                 R. C. Cunningham III
                                                 Secretary and Treasurer (Chief
                                                   Accounting Officer)
                                   3 of three


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