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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
[X] FORM 10-Q
For the quarterly period ended: September 30, 1999
Commission file number: 811-6268
Part I. - Registrant Information
SBM CERTIFICATE COMPANY
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1671595
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
515 WEST MARKET STREET
LOUISVILLE, KENTUCKY 40202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (502) 582-7900
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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; [x]
(b) The subject annual report, semi-annual report, transaction 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 prescribed due date; or the subject quarterly report or
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 [x]
(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 Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed period.
ARM Financial Group, Inc. ("ARM"), the parent company of SBM Certificate
Company (the "Company"), has devoted substantial resources towards significant
transactions which include restructuring its institutional business and
positioning its retail business and technology operations for the sale of ARM
and its subsidiaries. Under normal circumstances, many of these same resources
would be devoted to preparation of the Company's Form 10-Q. ARM would not be
able to devote sufficient resources towards progress on the significant
transactions and file the Company's Form 10-Q by the date required without
unreasonable effort or expense.
Part IV--Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
Edward L. Zeman, Executive Vice President and Chief Financial Officer
(502) 582-7957
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(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?
[ ] 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.
SBM Certificate Company
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized, on November 15, 1999.
By: /S/ EDWARD L. ZEMAN
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Edward L. Zeman
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
