U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: August 1, 1998
[ ] 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:
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: Not Applicable
Part I-- Registrant Information
Full name of Registrant: Venture Stores, Inc.
Former Name if Applicable: Not applicable.
2001 East Terra Lane
Address of Principal Executive Office (Street and Number)
O'Fallon, Missouri 63366-0110
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 expenses and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
The registrant hereby represents that:
[X] (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 quarterly report on Form 10-Q will be filed on or
before the fifth calendar day following the prescribed due date; and
[X] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) is not applicable.
Part III -- Narrative
State below in reasonable detail the reasons why the Form 10-Q or
portion thereof could not be filed within the prescribed time period.
On January 20, 1998 the Company filed in the United States Bankruptcy
Court for the District of Delaware a voluntary petition for
reorganization under Chapter 11 of the Bankruptcy Code (the
"Bankruptcy Petition"). On July 17, 1998, the court approved the
sale and assignment of the leases on most of its stores and other
real estate to Kimco Realty Corporation for $95.0 million in cash,
less certain closing adjustments. Despite the Company's diligent
efforts, completion of the Form 10-Q has been delayed due to various
difficulties associated with the filing of the Company's Bankruptcy
Petition, including without limitation completion of the audit of the
Company's financial statements for the year ended January 31, 1998,
compilation of the necessary financial and other information to be
included in the Form 10-Q, and the Company's limited financial and
personnel resources as a result of the Bankruptcy Petition. The
Company intends to file the Form 10-Q as soon as is practicable.
Part IV -- Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Timothy J. Hogenkamp (314) 281-6852
(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 of for
such shorter period that the registrant was required to file
such report(s) been filed? If the answer is no, identify report(s).
[ ] Yes [ X ] No
Form 10-K for period ended January 31, 1998 and Form 10-Q for period
ended May 2, 1998
(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 Company anticipates that the statements of income included
in its quarterly report on form 10-Q for the second quarter ended
August 1, 1998 will report net earnings of approximately $4.3 million,
as compared to a net loss of $103.0 million reported for second quarter
of 1997. The Company anticipates that the net earnings per common share
for second quarter of 1998 will be $.21, compared to a net loss per
common share of $5.67 for second quarter of 1997. The positive net
earnings are attributable to a gain associated with the Kimco Realty
transaction, asset write offs and asset realizations occurring during
the period.
VENTURE STORES, INC.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: September 14, 1998 By: /s/ Russell Solt
Name: Russell Solt
Title: President and
Chief Financial Officer
