SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 1-4351
NOTIFICATION OF LATE FILING
(Check One): [ ] FORM 10-K [ ] FORM 11-K [ ] FORM 20-F [X]
FORM 10-Q [ ] FORM N-SAR
For Period Ended: June 30, 1994
[ ] 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:
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: Not Applicable
Part I. Registrant Information
Full name of registrant: Southeastern Public Service
Company
Former name if applicable: Not Applicable
Address of principal executive office
(street and number): 2001 N.W. 107th Avenue
City, State and Zip Code: Miami, Florida 33172
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, the following should be completed.
(Check appropriate box.)
[ ] (a) The reasons described in reasonable detail in
Part III of this form could not be eliminated
without unreasonable effort or expense;
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[ X ] (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 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.
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 portion thereof
could not be filed within the prescribed time period. (Attach
extra sheets if necessary).
The preparation of the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1994 could not be
completed by the prescribed filing date of August 15, 1994
without unreasonable effort or expense as a result of the
following:
- As previously reported, a change in control of Triarc
Companies, Inc., the parent company of the Registrant
("Triarc"), and, correspondingly, a change in control
of the Registrant (the "Change In Control") occurred on
April 23, 1993. In connection with the Change In
Control, the Board of Directors of the Registrant was
reconstituted and new senior executive officers of the
Registrant were elected. Since the Change In Control,
significant turnover at lower levels within the
Registrant resulted in worker inefficiencies and
inaccuracies, which contributed to the Registrant's
inability to finalize its consolidated financial
statements for the quarterly period ended June 30, 1994
by the prescribed filing date without unreasonable
effort or expense.
- As previously reported, on October 27, 1993 the
Registrant announced that it was changing its fiscal
year end from a fiscal year ended February 28 or 29 of
each year to a calendar year ended December 31 of each
year, effective with the ten-month transition period
ended December 31, 1993. The Registrant is unable to
restate prior periods and, accordingly, has used the
three-month period ended May 31, 1993 as the comparable
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prior year quarter and the six-month period ended May
31, 1993 as the comparable prior year first half. The
six months ended May 31, 1993 represented the fourth
quarter of the fiscal year ended February 28, 1993 and
the first quarter of the ten-month transition period
ended December 31, 1993. Because of the difficulties
in (i) compiling the financial statements for the prior
year first half which consisted of time periods from
two different prior fiscal years of the Registrant and
(ii) making comparisons for management's discussion
and analysis to a prior year first half period that had
not previously existed for financial reporting
purposes, the change in the Registrant's fiscal year
has contributed to the Registrant's inability to
finalize its consolidated financial statements for the
quarterly period ended June 30, 1994 (which includes
the six-month period ended June 30, 1994) without
unreasonable effort or expense.
- As previously reported, in July 1993, the Board of
Directors of the Registrant adopted a resolution
calling for the sale or discontinuance of substantially
all of the Registrant's operating businesses and
assets, other than the Registrant's minority equity
interest in certain subsidiaries of Triarc. Pursuant
to such resolution, in June 1994 the Registrant entered
into a Letter of Intent (the "Letter of Intent") with
certain members of its management, providing for such
management's purchase of substantially all of the
Registrant's assets which relate to the Registrant's
cold storage and refrigeration business. In addition,
on August 5, 1994, Southeastern Gas Company, a wholly-
owned subsidiary of the Registrant, entered into a
definitive agreement (the "Sale Agreement") to sell
substantially all of the assets of the Registrant's oil
and gas business to Eastern States Oil and Gas, Inc., a
Virginia corporation. Because of (i) the short period
of time between the dates of execution of the Letter of
Intent and the Sale Agreement and the prescribed filing
date for the Quarterly Report (August 15, 1994) and
(ii) the significant amount of time and effort of key
personnel of the Registrant dedicated to the
negotiation of the Letter of Intent and the Sale
Agreement that would have been otherwise dedicated to
preparing the Registrant's Quarterly Report, the
Registrant has been unable to finalize its consolidated
financial statements for the Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1994
without unreasonable effort or expense.
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For all of the above-stated reasons, the preparation of the
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1994, including the financial statements to
be included therein, could not be completed by the prescribed
filing date of August 15, 1994 without unreasonable effort or
expense.
PART IV. Other Information
(1) Name and telephone number of person to contact in
regard to this notification:
Brian L. Schorr, Esq. 212 230-3045
(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
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 Annex A hereto
Southeastern Public Service Company
---------------------------------------
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 15, 1994 By:/s/ Fred H. Schaefer
----------------------
Fred H. Schaefer
Vice President and
Chief Accounting Officer
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Annex A
For the reasons stated in Part III to this Form 12b-25, the
condensed consolidated financial statements of the Registrant for
the quarterly period ended June 30, 1994 have not been completed.
The Registrant, however, expects to report in its Quarterly
Report on Form 10-Q for such period net sales of $5.8 million
compared to $7.8 million for the three months ended May 31, 1993
(the "Comparable 1993 Period"), income from continuing operations
of $1.3 million compared with a loss from continuing operations
of $0.9 million for the Comparable 1993 Period and net income of
$1.3 million compared with a net loss of $2.8 million for the
Comparable 1993 Period. The comparable 1993 Period was used
since it is the most nearly comparable period to the three months
ended June 30, 1994. The $2.2 million improvement in income from
continuing operations is principally due to a $1.5 million
increase in equity in earnings of affiliates as a result of
higher earnings at such affiliates, primarily reflecting the
absence in 1994 of certain non-recurring charges provided in
1993. Operating profits were relatively unchanged. The $4.1
million improvement in net income is due to (i) the $2.2 million
improvement in income from continuing operations, (ii) the
absence in 1994 of a non-recurring loss from discontinued
operations of $9.4 million provided in the Comparable 1993 Period
and (iii) the absence in 1994 of a non-recurring positive impact
of $7.5 million for the Comparable 1993 Period as a result of
changes in accounting for income taxes.
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