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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
/ / Form 10-K / / Form 20-F / / Form 11-K /X/ Form 10-Q / / Form N-SAR
For Period Ended: March 31, 1998
/ / 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
Professional Benefits Insurance Company
Address of Principal Executive Office (Street and Number)
10835 Rockley Road
City, State and Zip Code
Houston, Texas 77099
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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 could not be eliminated without unreasonable effort or
expense;
[ ] (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, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed time period.
On April 30, 1998, a Temporary Restraining Order and Order Appointing a
Temporary Receiver (the "Order") was issued by the District Court of Travis
County, Texas against Professional Benefits Insurance Company (the "Company").
Among other matters, the Order enjoined the Company from continuing to conduct
its business and appointed the Commissioner of Insurance of the Texas
Department of Insurance as Temporary Receiver for the Company. The Company's
inability to file its Form 10-Q within the prescribed time period is a result
of the Order. The Company intends to request a "no-action" position from the
staff of the Securities and Exchange Commission (the "Commission") allowing the
Company to file reports with the Commission that differ in form and content
from reports required to filed under the Securities Exchange Act of 1934.
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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:
Neal Rockhold, Appointed Representative of the Temporary Receiver
Telephone: (512) 463-6464
(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).
[X] Yes [ ] No
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(3) It is 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.
As a result of the recent appointment of a receiver for the Company
effected by the Order, the Company is not in a position to make estimates
regarding its results of operations at this time. However, the Company expects
that the Company's earnings statement for the quarter ended March 31, 1998 will
indicate a continuation of the significant losses reported by the Company in
recent periods.
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 15, 1998 By /s/ NEAL ROCKHOLD
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Neal Rockhold
Appointed Representative of the Temporary Receiver
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.
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