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2983
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 10549
FORM 12b-25
Commission File Number 0-20444
NOTIFICATION OF LATE FILING
(Check One): /X/ Form 10-K / / Form 11-K / / Form 20-F / / Form 10-Q
/ / Form N-SAR
For Period Ended: December 31, 1996
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/ / Transition Report on Form 10-K / / Transition Report on Form 10-Q
/ / Transition Report on Form 20-F / / Transition Report on Form N-SAR
/ / Transition Report on Form 11-K
For the Transition Period Ended:
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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: Item 14 exhibits
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PART I. REGISTRANT INFORMATION
Full name of registrant PLD Telekom Inc.
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Former name if applicable
Petersburg Long Distance Inc.
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Address of principal executive office (Street and number)
c/o PLD Management Services Limited, 43 Dover Street
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City, State and Zip Code London W1X 3RE ENGLAND
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PART II. RULE 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 appropriate box.)
/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, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
or before the 15th 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, 11-K,
20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
The Company has filed all portions of its annual report on Form 10-K other than
the exhibits required under Item 14 thereof. The exhibits accompanying the
report are voluminous and include newly issued licenses requiring translation
into English from the original Russian.
On February 28, 1997, the Company discontinued its existence in the Province of
Ontario and continued as a Delaware corporation. Prior to February 28, 1997,
the Company was a "foreign private issuer" as defined in Rule 405 of the
Securities Act of 1933. Notwithstanding the fact that the Company is eligible
to file an annual report for a foreign private issuer on Form 20-F for the
fiscal year ended December 31, 1996 (which must be filed on or before 180 days
after the close of the fiscal year), the Company has elected to file its annual
report for fiscal year ended December 31, 1996 on Form 10-K. Since the
continuance of the Company in Delaware was approved by the Company's
shareholders on February 27, 1997 and consummated on February 28, 1997, the
Company has had approximately one month to accelerate the preparation of its
annual report. The Company could not further accelerate this process with
respect to filing the exhibits without unreasonable effort and expense.
The exhibits will be filed by amendment to the annual report on Form 10-K not
later than April 15, 1997.
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PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
E. Clive Anderson, Esquire 215 963-5219
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(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 preceding 12 months or for such shorter period that the
registrant was required to file such report 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.
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PLD Telekom 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
thereunto duly authorized.
Date March 31, 1997 By /s/ Simon Edwards
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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).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25
but need not restate information that has been correctly furnished. The form
shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
