<PAGE>
0-21752
SEC FILE NUMBER
666903109
CUSIP NUMBER
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: March 31, 1997
[ ] 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: N/A
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
Part I-Registrant Information
Full Name of Registrant: Northstar Health Services, Inc.
Former Name if Applicable: Not Applicable.
Address of Principal Executive Office (Street and Number):
665 Philadelphia Street
City, State and Zip Code
Indiana, PA 15701
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, the following
should be completed. (Check box if appropriate)
<PAGE>
[_] (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 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, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed time period.
During the first quarter of 1997, the composition of the Company's
Board of Directors has been in dispute. On March 24, 1997, the Committee to
Protect Northstar Health (the "Committee"), founded and led by Thomas W. Zaucha,
a director and a shareholder of the Company, delivered the written consent of
the holders of more than a majority of the outstanding shares of common stock of
the Company, par value $0.01 per share, to adopt the Committee's proposals with
respect to the Company. The Committee's proposals included the removal of the
then current Board of Directors other than Mr. Zaucha (the "Brody Board"), and
the election of a new slate of directors (the "Zaucha Board").
Just prior to the Committee's delivery of sufficient stockholders'
consents to take action on its proposals, the Brody Board caused the Company to
file an action on March 19, 1997 in the United States District Court for the
Western District of Pennsylvania against the Committee and certain related
parties. That action sought preliminary and temporary injunctive relief and
challenged the Committee's consent solicitation materials. After a conference in
court presided over by Chief Judge Donald E. Ziegler on March 28, 1997, the
Brody Board and the Zaucha Board agreed to govern the Company jointly as
caretakers maintaining the Company until the two putative Boards could obtain
expedited resolution of an action filed in Delaware Chancery Court under Section
225 of the Delaware General Corporation Law seeking a ruling on the validity of
the outcome of the contested election.
On May 8, 1997, the Delaware Chancery Court ruled that the Zaucha Board
is the duly elected Board of Directors of the Company, effective as of March 24,
1997. Since the filing deadline for the Form 10-Q of the Company falls within a
week of the resolution of this dispute as to the composition of the Board and,
consequently within a week of the removal of the interim caretaker operation of
the Company, the new Zaucha Board is unable to sufficiently familiarize itself
with the financial and other aspects of the Company to accurately complete and
file the Form 10-Q in a timely fashion. Therefore, the Company requests this
extension of the filing deadline.
<PAGE>
Part IV-Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Colette Y. Fergusson 212 821-8569
(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).
[ ] Yes [x] No
Since May 1996, the Company under the direction of the Brody Board and as a
result of the withdrawal of its independent auditors in March 1996 and its
failure to file Form 10-K for the fiscal year ended December 31, 1995, has
failed to file Forms 10-Q for the first, second and third quarters of 1996 and
Form 8-K upon engaging in a revocation of the Committee's consent solicitation
in March 1997.
(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.
<PAGE>
Northstar Health Services, 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: 5/15/97 By: /s/ Thomas W. Zaucha
Name: Thomas W. Zaucha
Title: Chief Executive Officer
and President
