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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-22344
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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: 03-31-97
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[ ] Transition Report 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 Professional Benefits Insurance Company
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Former name if applicable
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Address of principal executive office (Street and number)
10835 Rockley Road
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City, State and Zip Code Houston, TX 77099
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PART II. RULE 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 appropriate box.)
[ 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, 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 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
State below in reasonable detail the reasons why Form 10-K, 11-K,
20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
Document submitted 5/14/97 to Bowne to be Edgarized. Received package
on 5/15/97 with validated sheets. No response came with package
regarding notification instructions on sending 10Q to SEC. Assumed all
was okay and sent. Received phone call from Bowne on 5/16/97 regarding
10Q not submitted on 5/15/97.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Sherrie Mark (281) 721-1800
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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 [ ] 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 [ ] 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.
Professional Benefits Insurance Company
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date May 16, 1997 By: /s/ TAMMY SKAINS
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Name: Tammy Skains
Title: Assistant Vice President
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