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 [ ] FORM
10-Q [ ] FORM N-SAR
For Period Ended:
[ X ] 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: December 31, 1993
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): 777 South Flagler Drive, Suite
1000E
City, State and Zip Code: West Palm Beach, Florida 33401
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 Transition Report on Form
10-K for the transition period from March 1, 1993 to December 31,
1993 ("Transition 1993") could not be completed by the prescribed
filing date of March 31, 1994 without unreasonable effort or
expense as a result of the following factors.
- On March 11, 1994, the Commission declared effective the
Registration Statement on Form S-4 (the "Registration
Statement") of Triarc Companies, Inc., the parent company of
the Registrant ("Triarc"), relating to the proposed merger of
a wholly-owned subsidiary of Triarc into the Registrant. In
connection with its review of the Registration Statement and
the Registrant's related proxy statement (the "Proxy
Statement") which was filed as a part thereof, the staff of
the Commission (the "Staff") expressed a number of comments
which required significant changes to the financial statements
of the Registrant and of Triarc. Specifically, the second
comment letter from the Staff included comments which resulted
in a reclassification of certain operations of the Registrant
from discontinued operations to continuing operations, thereby
significantly impacting the Registrant's financial statements.
Because of (i) the short periods of time between the
Registrant's and Triarc's response (March 4, 1994) to the
second comment letter from the Staff (February 18, 1994), the
effectiveness of the Proxy Statement (March 11, 1994) and the
prescribed filing date for the Transition Report (March 31,
1994), (ii) the Registrant's desire to fully reflect the
Staff's comments, as applicable, in the Registrant's financial
statements, and (iii) the time and effort of key personnel of
the Registrant and Triarc dedicated to finalizing the Proxy
Statement and the Registration Statement that would have been
otherwise dedicated to preparing the Registrant's Transition
Report, the Registrant has been unable to finalize its
consolidated financial statements for Transition 1993 on Form
10-K without unreasonable effort or expense.
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- As previously reported, a change in control of 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. As the year
progressed, 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 Transition 1993 by
the prescribed filing date without unreasonable effort or
expense.
For all of the above-stated reasons, the preparation of the
Registrant's Transition Report on Form 10-K for Transition 1993,
including the financial statements to be included therein, could
not be completed by the prescribed filing date of March 31, 1994
without unreasonable effort or expense.
PART IV. Other Information
(1) Name and telephone number of person to contact in regard
to this notification:
Anthony W. Graziano, Jr., Esq. 212 230-3010
(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
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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: March 31, 1994 By: 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
consolidated financial statements of the Registrant for Transition
1993 have not been completed. The Registrant, however, expects to
report in its Transition Report on Form 10-K for such period net
sales of $23.4 million compared to net sales of $22.4 million in
the comparable 1992 period, income from continuing operations
before cumulative effect of changes in accounting principles of
$2.0 million compared with such income of $7.8 million in the
comparable 1992 period and a net loss of $13.8 million compared to
net income of $1.2 million in the comparable 1992 period. The $5.8
million decrease in income from continuing operations before
cumulative effect of changes in accounting principles is
principally due to (i) a $5.5 million decrease in equity in after-
tax earnings of affiliates resulting from lower earnings of the
Company's affiliates, Graniteville Company and CFC Holdings Corp.
("CFC Holdings") and (ii) a $1.5 million write-off (without tax
benefit) of the Company's investment in Chesapeake Insurance, a
subsidiary of CFC Holdings. Lower interest income from Triarc was
more than offset by lower interest expense. The $15.0 million
adverse change in the Company's net loss is due to the above
factors ($7.0 million) plus a $22.7 million increase in the loss
from discontinued operations, offset by a $13.5 million improvement
in the cumulative effect of changes in accounting principles
(relating to income taxes and other postretirement benefits) to a
favorable $7.5 million in Transition 1993 from an unfavorable $6.0
million in 1992. The increase in the loss from discontinued
operations is principally due to Transition 1993 charges of (i)
$13.9 million principally to provide for the estimated loss on the
sale of the discontinued operations and (ii) $8.0 million to
provide for a write-down relating to the impairment of certain
unprofitable properties.
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