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:
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commissions 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 1--REGISTRANT INFORMATION (Official Text)
TransCor Waste Services, Inc.
Full Name of Registrant
Former Name if Applicable
1501 Second Avenue, East
Address of Principal Executive Office (Street and Number)
Tampa, FL 33605
City, State and Zip Code
PART II--RULES 12b-25(b) AND (c) (Official Text)
If the subject report could not be filed without reasonable 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 reasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, 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.
PART III--NARRATIVE (Official Text)
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach extra sheets if needed)
The financial statements of TransCor Waste Services, Inc. ("TRCW") as of
December 31, 1998, are still in the process of being finalized. We are
requesting additional time through this Notification of Late Filing to be able
to accumulate and report accurate financial information.
PART IV--OTHER INFORMATION (Official Text)
(1) Name and telephone number of person to contact in regard to this
notification:
- --------------------------------------------------------------------------------
Norman S. Dominiak (813) 248-3878
(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 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 statement 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.
It is anticipated that any significant changes in the results of operations
for the Registrant's year ended December 31, 1998, as compared to prior
year's results, will be reflected in the financial statements of the
Registrant. (See attached explanation).
- --------------------------------------------------------------------------------
TransCor Waste Services, Inc.
(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/ NORMAN S. DOMINIAK
----------------------------------
Norman S. Dominiak, Vice President
INSTRUCTION: This 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:
International misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
ATTACHMENT TO PART IV, ITEM 3
As a result of the sale of the discontinued operations of the solid waste
management subsidiary during the year ended December 31, 1998, additional
time is needed to file complete and accurate financial statements.
Statements of operations for corresponding periods of the prior year will
be restated to reflect discontinued operations of the solid waste
management subsidiary. The following schedule reflects preliminary income
from discontinued operations:
YEAR ENDED 12/31/97 YEAR ENDED 12/31/98
- ---------------------------- ------------------- -------------------
GROSS RECEIPTS $32,594,000 $21,526,000
OUTSIDE SERVICES 0 0
------------------- -------------------
NET REVENUE 32,594,000 21,526,000
COST OF REVENUE 27,769,000 18,176,000
------------------- -------------------
GROSS PROFIT 4,825,000 3,350,000
SELL, GEN & ADM 8,093,000 4,002,000
------------------- -------------------
OPERATING INCOME (3,268,000) (652,000)
MINORITY INTEREST 0 0
NON-OPER GAIN/(LOSS) 0 0
INTEREST EXPENSE 1,409,000 913,000
------------------- -------------------
INCOME BEFORE TAXES (4,677,000) (1,565,000)
PROVISION FOR TAXES (1,735,000) 618,000
------------------- -------------------
NET INCOME ($2,942,000) ($947,000)
=================== ===================
The proceeds received on the sale of the discontinued operations exceeded
the basis in the subsidiary and resulted in a gain of $19,132,000 included
in the Consolidated Statements of Operations for the year ended December
31, 1998.
