UNITED STATES
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: September 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. 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 appropriate box.)
[ ] (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, 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 September 30, 1994 could not
be completed by the prescribed filing date of November 14, 1994
without unreasonable effort or expense as a result of the
following:
- 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 August 31, 1993 as the
comparable prior year quarter and the nine-month period
ended August 31, 1993 as the comparable prior year
nine-month period. Because of the difficulties in (i)
compiling the financial statements for the prior year
nine-month period, that had not previously existed for
financial reporting purposes, and (ii) making
comparisons for management's discussion and analysis,
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 September 30, 1994 (which includes the
nine-month period ended September 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 equity interest in
certain subsidiaries of Triarc, the Registrant's
parent. 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. The closing (the "Closing") of
the transactions contemplated by the Letter of Intent
has been scheduled to occur no later than November 30,
1994. Because of the significant amount of time and
effort of key personnel of the Registrant dedicated to
the preparation for the Closing 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 September 30, 1994 without unreasonable effort or
expense.
- On September 20, 1994, Triarc and a wholly-owned
subsidiary of Triarc (the "Merger Subsidiary") entered
into the Agreement and Plan of Merger (the "Merger
Agreement") with Long John Silver's Restaurants, Inc.
("LJS"), providing for the merger of the Merger
Subsidiary with and into LJS. Because of the
significant amount of time and effort of key personnel
of the Registrant (who are also key personnel of
Triarc) dedicated to the negotiation of the Merger
Agreement and the preparations for the closing of
transactions contemplated thereby, including without
limitation, the financings required thereby, which time
and effort 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 September 30, 1994
without unreasonable effort or expenses.
For all of the above-stated reasons, the preparation of the
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1994, including the financial
statements to be included therein, could not be completed by the
prescribed filing date of November 14, 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
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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: November 14, 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 September 30, 1994 have not been
completed. The Registrant, however, expects to report in its
Quarterly Report on Form 10-Q net sales of $5.1 million for the
three months ended September 30, 1994 compared to $5.3 million
for the three months ended August 31, 1993 (the "Comparable 1993
Period"), pre-tax income of $0.7 million in the 1994 quarter
compared with $1.0 million in the Comparable 1993 Period and net
income of $0.7 million for the 1994 quarter compared to $2.2
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 September 30, 1994. The $1.5 million
decline in net income is principally due to the absence in 1994
of a $1.3 million benefit for income taxes that was recorded in
1993. In both periods the Registrant had a loss for income tax
purposes after adjustment for the dividend exclusion on the
equity in earnings of affiliates included in pre-tax income. In
1994, the Registrant was unable to recognize a benefit on such
tax loss since the Registrant's current estimated 1994 full year
effective tax rate is zero since such estimate assumes taxable
income with no provision required due to the impact of net
operating loss carryforwards for which valuation allowances will
be reversed.
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