U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-21340
(Check One) CUSIP NUMBER 57318310
[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: 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:_______________________________________
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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.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant: Martin Color-Fi, Inc.
306 Main Street
Address of Principal Executive Office (Street and Number)
Edgefield, South Carolina 29202
City, State and Zip Code
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Part II -- Rule 12b-25(b) and (c)
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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)
[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 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.
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Part III -- Narrative
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State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
As discussed in the Form 8-K filed by the Company on November 17, 1998, the
Company filed a petition for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the District of South
Carolina on November 16, 1998 (Docket No. 98-10145W). Since filing the petition
under Chapter 11, the Company has focused its efforts on attempts to restructure
its business and deal with its creditors.
The Company has consummated the sale, through the Bankruptcy Court, of
substantially all of the assets, except accounts receivable, of its carpet
manufacturing subsidiary, Buchanan Industries. The consideration for the sale
was $4.66 million dollars, and net proceeds have been divided consensually among
Buchanan Industries' secured and unsecured creditors.
With the consent of the Company's secured lenders and the Official Committee of
Unsecured Creditors, the Bankruptcy Court has approved an extension of the
period during which the Company has the exclusive right to file a plan of
reorganization to May 17, 1999.
As a result of the Company's focus on the foregoing matters and other matters
related to the bankruptcy, the Company's financial statements for the year ended
December 31, 1998 have not yet been completed and the Company has not,
therefore, been able to prepare its Form 10-K.
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Part IV -- Other Information
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(1) Name and telephone number of person to contact in regard to this
notification
Gregory W. Anderson (803) 637-7000
(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?
[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.
The Company has not completed final analysis of the impact on the financial
statements of the sale of Buchanan Industries and the discontinuance of certain
manufacturing operations in its Fibers Division.
As a result of the restructuring and sale, the Company expects to take a
one time charge, before taxes, in 1998. That charge, plus increases in costs and
declines in sales will result in net income for the year ended December 31, 1998
being materially lower than net income for the year ended December 31, 1997. The
Company expects that its balance sheet at December 31, 1998, will show negative
shareholders' equity.
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Martin Color-Fi, Inc.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
MARTIN COLOR-FI, INC.
s/James F. Martin
Date: March 31, 1999 By:-----------------------------------------
James F. Martin
Chief Executive 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.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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