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SEC FILE NUMBER
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1-14316
CUSIP NUMBER
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03793310
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
Not Applicable
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PART I -- REGISTRANT INFORMATION
Apria Healthcare Group Inc.
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Full Name of Registrant
Abbey Healthcare Group Incorporated
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Former Name if Applicable
3560 Hyland Avenue
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Address of Principal Executive Office (Street and Number)
Costa Mesa, California 92626
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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)
(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, Form 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 of 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. (Not applicable)
PART III -- NARRATIVE
State below in reasonable detail the reasons why Form 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.
On November 25, 1998, the Company filed a Registration Statement
on Form S-3 (Registration No. 333-68031) with the Securities and
Exchange Commission ("SEC") in connection with a proposed offering of
10% convertible subordinated debentures.
Thereafter, the SEC elected to review and comment on the
Registration Statement and raised questions concerning disclosures
therein contained. Due to the fact that those questions could not be
resolved until March 26, 1999, the Company is unable to make final
tabulations, complete the audit for its 1998 fiscal year and
satisfactorily incorporate the SEC's recommended disclosures into its
Form 10-K for 1998 in time to meet the prescribed due date of March
31, 1999.
Due to the pervasive nature of the adjustments which must be made
to the document, no portion of the Company's Form 10-K will be filed
at this time. However, the Company expects to file the entire document
well in advance of the April 15, 1999 deadline.
In accordance with Rule 12(b)-25(b)(2) of the Securities Exchange
Act of 1934, as amended, and pursuant to Part II(b) of this Form
12b-25, the Registrant undertakes to file its Form 10-K within 15
calendar days following the Form 10-K's prescribed due date of March
31, 1999.
(Attach Extra Sheets if Needed)
PART IV -- OTHER INFORMATION
Name and telephone number of person to contact in regard to this notification
(1) John C. Maney (714) 427-2000
(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?
[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 experienced a loss for the fiscal year ended December 31,
1998 of approximately $207.9 million, compared to a $272.6 million loss
for the fiscal year ended December 31, 1997. The Company issued a press
release dated March 30, 1999 announcing its results of operations for the
1998 fiscal year.
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Apria Healthcare Group Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 1999 By:/s/ John C. Maney
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Chief Financial Officer
