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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25/A-1
NOTIFICATION OF LATE FILING
Commission File Number 0-21910
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(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: April 27, 1996
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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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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:
April 27, 1996
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The Registrant hereby amends Part II of the Notification of Late Filing
on Form 12b-25.
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 Rules 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, 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
[X] (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached
if applicable.
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KIDS MART, 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 June 17, 1996 By /s/ ROBERT KELLEHER
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Robert Kelleher
Vice President, Chief Operating 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.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
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[DELOITTE & TOUCHE LLP LETTERHEAD]
June 17, 1996
Kids Mart, Inc.
801 Sentous Avenue
City of Industry, CA 91748
Attention of: Mr. Bernard Tessler, Chief Executive Officer
Dear Sirs:
We are currently in the process of completing our audit of the consolidated
financial statements of Kids Mart, Inc. (the "Company") for the eight-month
period ended January 27, 1996.
The Company, formerly Frost Hanna Acquisition Group, Inc., acquired all the
outstanding shares of capital stock of Holtzman's Little Folk Shop, Inc.
("Holtzman's") from Woolworth Corporation ("Woolworth") and certain of
Holtzman's operating assets and liabilities from Kinney Shoe Corporation, a
wholly owned subsidiary of Woolworth ("Kinney"), on May 31, 1995 (the
"Acquisition"). The preliminary purchase price of the Acquisition was
$22,825,000. This purchase price was subject to adjustment based on the final
book value of Holtzman's at May 31, 1995.
Subsequent to the Acquisition, disagreements have arisen between the Company
and Woolworth regarding the determination of Holtzman's net assets at May 31,
1995. Additionally, the Company filed a complaint against Woolworth and Kinney
in Superior Court for the County of Los Angeles on December 5, 1995 alleging
fraud, negligent misrepresentation and breach of contract against both
Woolworth and Kinney. On January 23, 1996, Woolworth filed and served a
cross-complaint against the Company alleging causes of action for money paid on
behalf of another and seeks recovery of charges and expenses paid by Woolworth
on behalf of the Company.
Additionally, the Company receives information systems, accounting and
administrative services from Woolworth pursuant to the terms of a transition
service agreement. The initial term of the transition service agreement expires
on May 31, 1996. We were informed by management of the Company that on April
30, 1996 Woolworth notified the Company of its decision to terminate the
transition service agreement as of May 31, 1996 and discontinue providing
these support services to the Company. The Company notified
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Woolworth of its interest in extending the transition services agreement until
the Company completes the process of performing these functions internally.
Based on further conversation with management of the Company and Kaye, Scholer,
Fierman, Hays & Handler, LLP. legal counsel for the Company, we understand that
the Company and Woolworth have reached a settlement with Woolworth agreeing to
a significant reduction in the purchase price of the Acquisition and also
agreeing to extend the term of the transition services agreement, thus
discharging all outstanding complaints and cross-complaints between the
Company and Woolworth. We were also informed that the Company has not yet
completed adjusting its consolidated financial statements to reflect the result
of the purchase price adjustment.
Because of the significance that the purchase price adjustment will have on the
consolidated financial statements of the Company, until the Company records the
purchase price adjustment, we are unable to complete our audit of the
consolidated financial statements of Kids Mart Inc. for the eight-month period
ended January 27, 1996.
Very truly yours,
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
