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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number: 33-67854
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NOTIFICATION OF LATE FILING
(Check one): [ ] Form 10-K [ ] Form 11-K [ ]Form 20-F [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: September 30, 2000
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
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.
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
Full name of registrant: CMI Industries, Inc.
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Former name if applicable: Not applicable
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Address of principal executive office: 1301 Gervais Street, Suite 700
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City, state and zip code: Columbia, South Carolina 29201
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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;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion
thereof, will be filed on or before the 15th calendar day
following the prescribed due date; or the subject quarterly
[X] 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, 11-K, 20-F,
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.)
As previously reported by CMI Industries, Inc. (the
"Corporation"), on May 1, 2000, the Corporation announced the
completion of the sale of its furniture fabrics assets of its Chatham
Division to Interface Fabrics Group, Inc. ("Interface"). The
Corporation used the proceeds from the sale to pay down outstanding
indebtedness under its secured revolving credit facility.
In addition, on October 27, 2000, the Corporation announced
the completion of the sale of its automotive fabrics assets of its
Chatham Division to Borgstena Textile North America, Inc.
("Borgstena"). The Corporation used the proceeds from the sale to pay
off the remaining outstanding indebtedness under its secured revolving
credit facility.
The Corporation is unable, without unreasonable effort or
expense, to complete and file its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2000 (the "Quarterly Report") by November
14, 2000, the prescribed deadline for filing, for the following
reasons:
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1. The attention of the Corporation's officers and employees
has been diverted to the negotiation and implementation of the
agreement with Borgstena for the sale of the automotive fabrics assets
of the Corporation, each of which required the full attention of the
Corporation's officers and employees responsible for preparing the
Quarterly Report prior to the announcement of the agreement and
afterwards.
2. The proximity of implementing the agreement with Interface
for the sale of the furniture fabrics assets of the Corporation, the
negotiation and implementation of the agreement with Borgstena for the
sale of the automotive fabrics assets of the Corporation and the impact
of the sale of the furniture fabrics assets on the Corporation's
financial statements for the quarter ended September 30, 2000 make it
difficult to provide complete and appropriate disclosure in the
Quarterly Report in the short time period between the execution and
implementation of the sale of the automotive fabrics assets to
Borgstena and the filing deadline for the Quarterly Report.
The Corporation believes that the delay in filing will allow
the Corporation to cause its officers and employees to provide complete
and appropriate disclosure regarding the sale of the furniture fabrics
assets and the automotive fabrics assets and the related impact on the
Quarterly Report.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification:
James A. Ovenden (803) 771-4434
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(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 [ ]
(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.
There will be a significant change in the results of operations from
the corresponding period for the fiscal year ended September 30, 1999 reflected
in the Quarterly Report as a result of the sale of the furniture fabrics assets
and the automotive fabrics assets of the Corporation's Chatham Division.
Pursuant to APB Opinion No. 30, "Reporting the Results of Operations-Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions," the Corporation will be
required to report the results of operations of the Chatham Division and the
related loss on disposal of the Chatham Division as discontinued operations.
This change will impact both the results of operations presented for the
corresponding periods ending September 30, 2000, as well as the balance sheet in
order to segregate the net assets associated with the discontinued operation.
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CMI INDUSTRIES, 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: November 13, 2000 By: /s/ James A. Ovenden
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James A. Ovenden
Executive Vice President and Chief
Financial Officer
