SEC FILE NUMBER
0-23454
CUSIP NUMBER
89149T 10 1
UNITED STATES
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: September 30, 1997
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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:_________________
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.
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
Total Containment, Inc.
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Former Name if Applicable
Not Applicable
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Address of Principal Executive Office (Street and Number)
422 Business Center, A130 North Drive, Oaks, PA 19456
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City, State and Zip Code
<PAGE>
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)
[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-KSB, Form 20-F, 11-K or
Form N-SAR, or portions 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.
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.
The Registrant is in the process of completing its
previously disclosed review of the financial statement
impact of the inspection and possible replacement
retractable primary pipe with deteriorating cover installed
as part of its Enviroflex flexible double-wall containment
systems between 1990 and 1994. This review, when completed,
will result in (i) a quantification of the number of sites
likely to be affected by the deterioration and the cost of
replacing deteriorating pipe at those sites, (ii) a
determination of the time period during which the Registrant
intends to effect any such replacement and how the Company
expects to finance such replacement, and (iii) the amount,
if any, the manufacturer of the pipe will contribute toward
such replacement or the value of any other accommodation
such manufacturer might make.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification.
Joseph M. Harenza (610) 478-2160
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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 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
why a reasonable estimate cannot be made.
The results of operations for the third quarter of 1997
may be adversely impacted compared to the third quarter
of 1996 if the review referred to under Part III
results in a material charge to income to increase the
Company's warranty reserve to cover the cost of
replacement net of any contribution by the manufacturer
of such pipe towards such cost. The Registrant expects
that review necessary to make such estimate will be
completed on or before the fifth business day following
this filing.
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Total Containment, 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: November 14, 1997 By/s/ Pierre Desjardins
----------------- Pierre Desjardins, President
and Chief Executive 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).
