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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: March 31, 2000
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.
On March 28, 2000 SBM Certificate Company (the "Company") and ARM
Financial Group, Inc. ("ARM"), the parent company of the Company, entered into
a stock purchase agreement to sell the Company to 1st Atlantic Guaranty
Corporation ("1st Atlantic"). ARM is a debtor-in-possession as it filed
bankruptcy under chapter 11 of the Bankruptcy Code on December 20, 1999. The
transaction, approved by the United States Bankruptcy Court for the District
of Delaware on April 27, 2000, may be subject to various regulatory and other
approvals and is scheduled to close in the second quarter of 2000. ARM
retained Walker, Truesdell, Radick & Associates ("WTR&A") as its Restructuring
Agent and Hobart Truesdell as its Chief Restructuring Officer. ARM and the
Company have essentially no employees. Officers of WTR&A currently serve as
the only officers of ARM and the Company. Certain former employees provide
services to ARM and the Company pursuant to a Transition Services Agreement
with The Western and Southern Life Insurance Company, which acquired ARM's
primary operating subsidiaries and, as such, are responsible for providing
services related to the sale of the Company to 1st Atlantic. Because WTR&A
has devoted substantial resources toward the finalization of the sale
transaction and to other aspects of the business of the Company and ARM, it
will be unable to have the Company's Form 10-Q fully and adequately prepared
and reviewed by the prescribed due date without unreasonable hardship or
expense.
Part IV--Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
Hobart Truesdell, Chief Restructuring Officer (212) 687-1811 or Barry G.
Radick (212) 687-4024.
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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 May 15, 2000.
ARM FINANCIAL GROUP, INC.
By: /S/ BARRY G. RADICK
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Barry G. Radick
Restructuring Officer of the Company
