AMERICAN RESTAURANT GROUP HOLDINGS INC
NT 10-Q, 1996-08-07
EATING PLACES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 12B-25

                          NOTIFICATION OF LATE FILING


                                                 Commission File Number 33-74012
                                                                        --------
(Check One)
[ ] Form 10-K and Form 10-KSB                     [ ] Form 11-K
[ ] Form 20-F        [X] Form 10-Q and Form 10-QSB         [ ] Form N-SAR

     For Period Ended:  June 24, 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:

     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 Items(s) to which the notification relates:


                                     PART I
                             REGISTRANT INFORMATION

                    American Restaurant Group Holdings, Inc.
                    ----------------------------------------
                            Full Name of registrant

                           -------------------------
                           Former Name if Applicable
  
                      450 Newport Center Drive, Suite 600
           ---------------------------------------------------------
           Address of principal executive office (Street and Number)

                        Newport Beach, California  92660
                        --------------------------------
                            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 Rules 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, Form 10-KSB, 20-F, 11-K, 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, 10-QSB, 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.


<PAGE>   2
                                    PART III
                                   NARRATIVE

         State below in reasonable detail the reasons why the 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.  (Attach extra sheets if needed)

         On August 2, 1996 American Restaurant Group, Inc., a wholly owned
subsidiary of American Restaurant Group Holdings, Inc.(collectively, the
"Company"), distributed a consent solicitation to the holders of its 12% senior
secured notes which, among other things, proposes waiving a default under a net
worth maintenance covenant.  The Company expects to receive the consent of the
requisite majority of holders by August 12, 1996 and, accordingly, the Company
is requesting an extension until August 13, 1996.


                                    PART IV
                               OTHER INFORMATION


         (1)      Name and telephone number of person to contact in regard to 
this notification.

   William J. McCaffrey, Jr.         (714)                  721-8000
- -------------------------------------------------------------------------------
           (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 of
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.



                    American Restaurant Group Holdings, Inc.
                  --------------------------------------------
                  (Name of Registrant as Specified in Charter)


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

Date       August 7, 1996            By /s/ WILLIAM J. McCAFFREY, JR.
           --------------               --------------------------------------
                                            William J. McCaffrey, Jr.
                                            Chief Financial Officer,
                                            Vice President, Treasurer,
                                            Assistant Secretary and Director

         Instruction:  The form may be signed by an executive officer of the
registrant or by an 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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