GIBRALTAR PACKAGING GROUP INC
NT 10-K, 1996-09-27
PAPERBOARD CONTAINERS & BOXES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING


                                                       SEC File Number: 00-19800


(CHECK ONE):  [X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form
10-Q and Form 10-QSB [ ] Form N-SAR

For Period Ended: June 29, 1996

[ ] Transition Report on Form 10-K 
[ ] Transition Report on Form 20-F 
[ ] Transition Report on Form 11-K 
[ ] Transition Report on Form 10-Q
[ ] TransitionReport on Form N-SAR



For the Transition Period Ended:

READ ATTACHED INSTRUCTION SHEET 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:


PART I.  REGISTRANT INFORMATION

Full Name of Registrant: Gibraltar Packaging Group, Inc.


Former Name if Applicable:



                              274 Riverside Avenue
           Address of Principal Executive Office (STREET AND NUMBER)

                          Westport, Connecticut 06880
                            City, State and Zip Code
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PART II.  RULES 12B-25 (B) AND (C)

         If the subject report could not be filed with out 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, 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 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 Form 10-K and Form
10-KSB, 20-F, 11-K, 10-Q and 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed time period. (Attach extra
sheets if needed.)

         Registrant was unable to timely file its Form 10-K for the period ended
         June 29, 1996 without unreasonable effort or expense due to the closing
         of its new credit facility with Harris Trust and Savings Bank on
         September 25, 1996.

PART IV.  OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification:

John W. Lloyd                        (203)                  227-0400 
(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 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



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         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.


                         Gibraltar Packaging Group,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: September 27, 1996                    By    /s/ John W. Lloyd
                                                -------------------
                                          John W. Lloyd, Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the Registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the Registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the Registrant shall be filed with the form.


                                    ATTENTION

Intentional misstatements or omissions of fact constitute Federal criminal
violations (SEE 18 U.S.C.1001).




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