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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
COMMISSION FILE NUMBER: 0-26410
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NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [_] Form 11-K [_] Form 20-F [_] Form 10-Q
[_] Form N-SAR
For Period Ended: December 31, 1998
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[_] Transition Report on 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: _________________________
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:________________________
PART I
REGISTRANT INFORMATION
Full name of registrant: Jayhawk Acceptance Corporation
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Former name if applicable:
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Address of principal executive office (Street and number)
Bryan Tower, 2001 Bryan Street, Suite 600
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City, state and zip code Dallas, Texas 75201
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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 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, 20-F, 11-K or Form N-SAR, or portion thereof will be
[X] 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. SEE EXHIBIT A
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 or portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed).
The Company's independent public accountants resigned on February 16, 1999.
After such resignation, the Company commenced searching for a new independent
public accountant. The Company engaged the firm of Grant Thornton LLP as its new
independent public accountant on March 15, 1999. Since the engagement of Grant
Thornton LLP, the Company has been focusing its efforts on completion of its
financial statements for fiscal year 1998 and the related audit. Due to these
events, the Company was not able to complete and file its annual report on Form
10-K for the fiscal year ended December 31, 1998 by March 31, 1999 without
unreasonable effort and expense.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Philip E. Falcosky 214 754-1000
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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).
[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
SEE EXHIBIT B.
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.
Jayhawk Acceptance Corporation
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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 March 31, 1999 By /s/ Philip E. Falcosky
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Philip E. Falcosky
Controller and
Chief Accounting 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.
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EXHIBIT A
March 31, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We were retained by Jayhawk Acceptance Corporation on March 15, 1999 as
independent certified public accountants to report on the financial statements
for the year ended December 31, 1998.
We have endeavored, with the full cooperation of the Company, to obtain the
necessary information to meet the filing requirements for Form 10-K, both as to
form and timeliness. However, we have been unable to complete the final audit
by March 31 because of the timing of our appointment as independent certified
public accountants. We are in the process of finalizing the audit and expect to
be finished within the near future.
Very truly yours,
/s/ Grant Thornton LLP
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EXHIBIT B
The Company anticipates that its total revenues for the year ended December
31, 1998 will approximate $15 million as compared with $36 million for the
fiscal year ended December 31, 1997. While the Company expects to report a net
loss for the fiscal year ended December 31, 1998, the Company expects that such
net loss will be significantly less than the $41 million net loss reported for
its fiscal year ended December 31, 1997. Although since the engagement of Grant
Thornton LLP on March 15, 1999 the Company has been focusing its efforts on
completion of its financial statements for fiscal year 1998 and the related
audit, the Company is not now in a position to reasonably estimate its December
31, 1998 results.
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Except for the historical information contained herein, the matters
discussed above, including the matters relating to expected financial results,
are forward-looking statements that are dependent upon a number of risks and
uncertainties that could cause actual results to differ materially from those in
the forward-looking statements. These risks and uncertainties include the
recoverability of amounts paid for contracts, the delinquency and default rates
with respect to the contracts included in the Company's portfolio, the impact of
competitive services and products, changes in market conditions, Jayhawk Medical
Acceptance Corporation's limited operating history, the impact of changes in
regulation or litigation, and the management of growth. The Company does not
intend to provide updated information about the matters referred to in these
forward-looking statements, other than in the context of the Company's quarterly
and annual reports on Form 10-Q and 10-K.
