EVERGREEN INTERNATIONAL AVIATION INC
NT 10-Q, 1996-10-16
AIR TRANSPORTATION, NONSCHEDULED
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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549

                                   FORM 12b-25

                            NOTIFICATION OF LATE FILING

(CHECK ONE):  / / Form 10-K    / / Form 20-F    / / Form 11-K     /X/ Form 10-Q
                                / /  Form N-SAR

             For Period Ended: August 31, 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
             [ ]  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:  N/A

PART I -- REGISTRANT INFORMATION

     Evergreen International Aviation, Inc.
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Full Name of Registrant

     N/A
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Former Name if Applicable

     3850 Three Mile Lane
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Address of Principal Executive Office (STREET AND NUMBER)

     McMinnville, Oregon 97128
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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)

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/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, 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 the 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. (Attach Extra Sheets if Needed)

     Due to limited financial personnel, the Company's continuing 
negotiations with capital noteholders and its restructuring efforts, the 
Company has been unable to finalize the financial statements necessary to be 
included in the Form 10-Q.

PART IV -- OTHER INFORMATION

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

             Sehar S. Ahmad                  (503)              727-2000
     ---------------------------------   -----------    -----------------------
                (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 reports) been filed? If 
     answer is no, identify report(s).

                                                              /X/ Yes / / No
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(3)  It is 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

                                      -2-

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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.


                                 See Exhibit A

                   Evergreen International Aviation, 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          October 15, 1996          By          /s/ D. Michael Clark
       -----------------------------       ------------------------------------


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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                                         EXHIBIT A

     During the six months ended August 31, 1996 net income is expected to be 
approximately $2.5 million compared to $43.5 million during the six months 
ended August 31, 1995. The primary reason for the significant change in net 
income was extraordinary gains realized from the sale of the Company's 
all-cargo China route in August 1995 and the sale of two DC8-73 aircraft in 
March 1995, representing a total of $85.5 million in before tax income during 
the 1995 reporting period.



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