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SEC FILE NUMBER
0-23440
CUSIP NUMBER
668685100
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K [X] Form 10-Q |_| Form N-SAR
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For Period Ended: February 5, 2000
[] 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 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.
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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
McNaughton Apparel Group Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
463 Seventh Avenue, 9th Floor
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Address of Principal Executive Office (Street and Number)
New York, New York 10018
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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 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, Form 20-F, 11-K or Form N-SAR, or portion thereof, will
be filed on or before the fifteenth calendar day following the
[X] prescribed due date; or the subject quarterly report of 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.
See Exhibit A attached hereto. (Attach Extra Sheets
if Needed) SEC 1344 (2/99)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Bradley P. Cost, Esq. 212 880-6000
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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 such reports. 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.
See Exhibit B attached hereto.
McNaughton Apparel Group 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 March 21, 2000 By /s/ Amanda J. Bokman
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Amanda J. Bokman, Vice President, Chief
Financial Officer, Secretary and Treasurer
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
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Intentional misstatement or omissions of fact constitute
FEDERAL CRIMES VIOLATIONS (SEE 18 U.S.C. 1001.)
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Files. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T (ss.232.13(b) of this chapter).
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MCNAUGHTON APPAREL GROUP INC.
Exhibit A to Form 12b-25
As a result of unforeseen delays in connection with the preparation of the
registrant's quarterly financial statements, the registrant is unable to file
its Quarterly Report on Form 10-Q within the prescribed time period. The
registrant cannot eliminate the reasons for its inability to file the foregoing
Report without unreasonable effort and/or expense. The foregoing Report will be
filed no later than the fifth calendar day following the prescribed due date for
the Report.
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NORTON MCNAUGHTON, INC.
Exhibit B to Form 12b-25
The registrant anticipates that it will report a change in its results of
operations for the quarterly period ended February 5, 2000 from the
corresponding period for the last fiscal year. The registrant expects to report
a net income of $2,117,000 for the fiscal quarter ended February 5, 2000. This
compares to a net loss of ($1,959,000) for the fiscal quarter ended January 30,
1999.
