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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SEC FILE NUMBER
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FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): /X/ Form 10-K / / Form 20-F / / Form 11-K / / Form 10-Q
/ / Form N-SAR
For Period Ended: DECEMBER 31, 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: __________________________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
U.S. HOMECARE CORPORATION
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Full Name of Registrant
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Former Name if Applicable
TWO HARTFORD SQUARE WEST, SUITE 300
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Address of Principal Executive Office (Street and Number)
HARTFORD, CT 06101
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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 expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
/X/ (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, transition
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
/ / (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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report, or portion thereof, could not be filed within
the prescribed time period.
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The Registrant is unable to file its Form 10-K by March 29, 1999 due
principally to severe management constraints. The Registrant has been without a
CFO since early March 1999 and has a limited financial and accounting staff
internally. Consequently, the Registrant experienced difficulty in dedicating
sufficient resources to closing its year end books and preparing for an annual
audit. As a result, the accountants have not had an adequate opportunity to
complete their review, particularly considering the likelihood that a qualified
opinion will be issued with respect to the Registrant's 1998 financial
statements (due to its financial condition). The Registrant expects to file its
Form 10-K within a few days following the due date.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Sophia Bilinsky 914 287-4460
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Sections 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
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(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 Registrant expects to receive a qualified opinion from its
accountants.
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U.S. HOMECARE CORPORATION
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 31, 1999 By
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Sophia Bilinsky
U.S. HomeCare Corporation
