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: May 2, 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"). The Company
continues in possession of its properties and is operating and managing its
business as debtor-in-possession subject to Court approval of certain
actions. On April 27, 1998, the Company announced that, subject to final
real estate closing, it plans to sell and assign the leases on most of
its stores and other real estate to Kimco Realty Corporation for at least
$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
Tony L. Bogolin (314) 281-6130
(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
(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 first quarter ended May 2, 1998
will report a net loss of approximately $25.7 million, as compared to a
net loss of $17.9 million reported for first quarter of 1997. The Company
anticipates that the net loss per common share for first quarter of 1998
will be $1.45, compared to a net loss per common share of $1.01 for first
quarter of 1997.
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: June 12, 1998 By: \s\ Russell Solt
Name: Russell Solt
Title: Executive V.P. Administration
and Chief Financial Officer
