AMERICAN CINEMASTORES INC
NT 10-Q, 1996-10-15
MISCELLANEOUS SHOPPING GOODS STORES
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                                                     UNITED STATES                                          OMB APPROVAL
                                           SECURITIES AND EXCHANGE COMMISSION                       -----------------------------
                                                Washington, D.C. 20549                              OMB Number:         3235-0058
                                                                                                    Expires:         June 30, 1994
                                                                                                    Estimated average burden
                                                      FORM 12b-25                                    hours per response ..... 2.50
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                                                                                                    -----------------------------
                                             NOTIFICATION OF LATE FILING                                    SEC FILE NUMBER

(Check One):  |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q |_| Form N-SAR                -----------------------------
                                                                                                    -----------------------------
                                                                                                             CUSIP NUMBER

     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.
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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:
This notification relates to Items 10, 11, 12 and 13 of Part IV of the Annual Report on Form 10-K for the year ended January
31, 1996.
____________________________________________________________________________________________________________________________________

PART I -- REGISTRANT INFORMATION
AMERICAN CINEMASTORES, INC.
____________________________________________________________________________________________________________________________________
Full Name of Registrant

____________________________________________________________________________________________________________________________________
Former Name if Applicable
1543 7th Street, Suite 200
____________________________________________________________________________________________________________________________________
Address of Principal Executive Office (Street and Number)
Santa Monica, CA 90401
____________________________________________________________________________________________________________________________________
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)

        | (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, Form 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 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
        |
        | (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 Forms 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)

     The Form 10-Q could not be filed within the prescribed time period due to unforeseen difficulties arising in connection with
     its preparation.

                                                                                                     

                                                                                                                     SEC 1344 (6/94)
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PART IV--OTHER INFORMATION

<C> <S>                                                                             
(1) Name and telephone number of person to contact in regard to this notification
     Christopher Ebert                            818                              764-8044
    ____________________________________________  _______________________________  _________________________________________________
                  (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 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 anticipates completing equity financing enabling it to consummate the merger of two California corporations with
two of the Company's wholly-owned subsidiaries in accordance with the definitive merger agreements executed June 19, 1996. Under the
terms of the merger agreements, sufficient net proceeds from any such financing shall be realized in order to provide working
capital for the Company of at least $1,000,000. As a result of the revenue raised by such financing and the combined operations
resulting from the mergers, the Company anticipates signifiant changes to its first quarter 1996 statement of earnings as compared
to first quarter 1995. 

====================================================================================================================================

                                                     AMERICAN CINEMASTORES, INC.
                                        ____________________________________________________
                                            (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

          as of October 14, 1996                                                     /s/ Christopher Ebert
Date _____________________________________                                   By_____________________________________________________
                                                                                         Christopher Ebert, Chief Financial 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 --------------------------------------------------------------
             Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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                                                        GENERAL INSTRUCTIONS

1.  This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities  Exchange Act
    of 1934.

2.  One  signed  original  and four  conformed  copies of this form and  amendments  thereto  must be  completed  and filed with the
    Securities and Exchange  Commission,  Washington,  D.C.  20549, in accordance with Rule 0-3 of the General Rules and Regulations
    under the Act.  The  information  contained in or filed with the form will be made a matter of public  record in the  Commission
    files.

3.  A manually  signed copy of the form and amendments  thereto shall be filed with each national  securities  exchange on which any
    class of securities of the registrant is registered.

4.  Amendments  to the  notifications  must also be filed on form 12b-25 but need not restate  information  that has been  correctly
    furnished. The form shall be clearly identified as an amended notification.

5.  Electronic  Filers.  This form shall not be used by  electronic  filers  unable to timely file a report solely due to electronic
    difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should
    comply with either Rule 201 or Rule 202 of Regulation S-T  (ss.232.201 or ss.232.202 of this chapter) or apply for an adjustment
    in filing date pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b) of this chapter).

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