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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[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, 1997
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[ ] 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:
Chatwins Group, Inc.
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Address of Principal Executive Office (Street and Number):
300 Weyman Plaza, Suite 340
City, State and Zip Code:
Pittsburgh, PA 15236
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PART II - RULES 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
12b-25 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 the result of a year-end 1997 count of inventory quantities on hand at one
of the Company's significant division's, management became aware of a material
difference ($2.239 million in the aggregate) between the value of inventory
per the physical count and the recorded book value of inventory, book value
being higher. Management believes that a portion or portions of this
difference originated in one or more prior periods, primarily as a result of
costing errors. The Company is investigating this difference and, if found to
have originated in prior periods, intends to restate the financial statements
of one or more prior periods as the correction of an error. However, the
investigation process has been slowed due to the loss of electronic files and
hardcopy records from prior periods as a result of a systems conversion and
relocation of the division's headquarters. Accordingly, the Company has been
unable to determine with reasonable accuracy and without unreasonable effort
or expense, the portion or portions of and in what prior year or years the
difference belongs by the March 31, 1998 due date of its annual report on Form
10-K for the year ended December 31, 1997.
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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
John M. Froehlich, V.P. & Chief Financial Officer (412) 885-5501
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(2) Have all other periodic reports required under
section 13 or 15(d) of the Securities and 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 reports. [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.
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Chatwins Group, Inc. has caused this notification to be signed on its behalf
by the undersigned thereunto duly authorized.
Date March 31, 1998 By /s/ John M. Froehlich
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John M. Froehlich
V.P. & Chief Financial Officer
(chief financial and
accounting officer)
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Response to PART IV - OTHER INFORMATION, (3) above:
As discussed in "PART III - NARRATIVE", the Company is currently trying to
determine the portion or portions of and in which prior year or years, if any,
a material inventory adjustment ($2.239 million in the aggregate) belongs.
Although the Company is unable to quantify the effect on the prior period or
periods as of March 31, 1998, management expects to restate the Company's
consolidated financial statements for the year ended December 31, 1996 (the
corresponding period for the last fiscal year of the earnings statement to be
included in the subject report) by reductions of both inventory and income
from continuing operations.
