U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-24146
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F
[ X ] Form 10-Q and Form 10-QSB
For Period Ended: March 31, 1996
Nothing in this Form shall be construed to imply that the Commis-
sion 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: Model Imperial, Inc.
Former Name if Applicable:
Address of Principal Executive Office
(Street Number): 1243 Clint Moore Road
City, State and Zip Code: Boca Raton, Florida 33487
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 appropriate
box.)
[ X ] (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
prescribed due date; or the subject quarterly
report or transition report on Form 10-Q 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 re-
quired by Rule 12b-25(c) has been attached if
applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K,
Form 10-KSB, 11-K, 20-F, 10-Q, Form 10-QSB, N-SAR or transition
report or portion thereof could not be filed within the prescribed
time period.
The Registrant announced on February 20, 1996 that its
bank lenders had informed it that given the circumstances
at that time, they would not advance additional funds to
the Registrant under existing loan and security
agreements. The banks also advised the Registrant to
immediately explore other alternatives, including
replacement financing, a sale or merger of the
Registrant, or protection under Chapter 11 of the
Bankruptcy Code. As indicated in a press release dated
April 10, 1996, a copy of which is attached hereto as
Exhibit "A", the Registrant and its bank lenders entered
into a forbearance agreement pursuant to which the
Registrant's bank lenders have agreed not to pursue any
default rights until August 31, 1996, subject to the
Registrant's continued compliance with certain
conditions. Additionally, in a press release dated April
24, 1996, a copy of which is attached hereto as Exhibit
"B", the Registrant announced that its auditor, KPMG Peat
Marwick LLP, had resigned and, that as a result, the
Registrant was unable to deliver audited financial
statements to its bank lenders by April 30, 1996, as
required by the forbearance agreement. The Registrant
requested and has received an extension of the time in
which it is required to deliver audited financial
statements through May 23, 1996, subject to further
consideration of additional extensions. The uncertainty
created by the initial advice of the Registrant's bank
lenders, the lack of resources needed for the Registrant
to pursue alternatives, and other matters affected and
delayed the Registrant's ability to complete its
financial statements for the year ended December 31,
1995. The auditor's subsequent resignation will further
delay the Registrant's ability to complete such financial
statements. Without such financial statements, the
Registrant is unable to file its Quarterly Report on Form
10-Q for the quarter ended March 31, 1996 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 and is
currently unable to predict the date on which it will
file its Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification:
Robert Grossman (305) 579-0756
(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 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):
[ ] Yes [ X ] No
THE REGISTRANTS ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1995 HAS NOT YET BEEN FILED.
(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.
As indicated in a press release dated April 2,
1996, subject to completion of its financial
statements, the Registrant expects to report a net
loss for 1995 of in excess of $20 million. In
addition to a generally weak retail environment, as
well as increased competition, additional
promotional activity and decreased margins, some of
the other factors expected to contribute to the
expected net loss are inventory writedowns,
reserves for accounts receivable and credits, and
costs related to downsizing the Registrant and its
inventory levels in association with the
forbearance agreement. As the Registrant's
financial statements are completed, the actual
loss could be determined to be higher. Until the
Registrant's 1995 financial statements are
completed, the Registrant cannot determine the full
extent of any changes from the corresponding three
month period for 1995, although the Registrant is
able to determine that its revenues will decrease
for the first quarter of 1996, consistent with its
budget under the forbearance agreement.
Model Imperial, Inc.
(Name of Registrant as specified in charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 16, 1996 By:/s/Harold Ickovics
Name: Harold Ickovics
Title President
EXHIBIT A
Model Imperial, Inc.
1243 Clint Moore Road
Boca Raton, Florida 33457
NEWS RELEASE
MODEL IMPERIAL, INC.
FOR IMMEDIATE RELEASE Contact: Leonard Silverstein
407-241-8244
MODEL IMPERIAL REPORTS FORBEARANCE AGREEMENT AND DELISTING
FROM THE NASDAQ NATIONAL MARKET SYSTEM
Boca Raton, FL -- April 10 /PRNewswire/ -- Model Imperial,
Inc. (Nasdaq:MODL) today announced that it has finalized and
executed a forbearance agreement with its bank lenders, to which it
presently owes approximately $45 million. As set forth in the
agreement, the Company acknowledges that it is in default under its
loans and the bank lenders agree to forbear from exercising their
default rights until August 31, 1996 to allow the Company to
attempt to (i) restructure its business outside of Chapter 11, (ii)
reduce operating costs and expenses, (iii) improve operations and
administration through downsizing and (iv) negotiate a composition
agreement with trade creditors. The Company is required to comply
with an operating budget approved by the bank lenders pursuant to
which a small percentage of the debt to the bank lenders would be
repaid during the forbearance period. The continuation of the
conditions, including compliance with the operating budget. In
connection with the agreement, the Company's Chief Executive
Officer and majority shareholder, Harold M. Ickovics, has made an
unsecured loan for $1 million to Model Imperial Fine Fragrances,
Inc., the Company's primary operating subsidiary, and the Company
is allowed to liquidate certain excess inventory.
The Company also announced that it has been informed by Nasdaq
that as a result of the failure of the Company to meet certain
Nasdaq National Market continued listing criteria, effective today,
April 10, 1996, the Company's common stock, par value $.01 per
share, will be delisted from the Nasdaq National Market. Following
such delisting, the Company's common stock will be listed on the
OTC-Bulletin Board. Although no assurances can be given as to the
results, the Company plans to request by April 19, 1996, in
accordance with the provisions of the Nasdaq Code of Procedures,
that a Nasdaq Hearing Review Committee review the delisting
decision of the Nasdaq Listing Qualifications Committee.
Additionally, the Company announced that Leonard Silverstein
has been appointed as Chief Financial Officer of the Company.
Model Imperial, Inc. is one of the largest wholesale
distributors of brand-name fragrances in the United States. The
Company primarily distributes prestige fragrances, but also offers
mass market fragrances and certain cosmetic and beauty care
products, for men and women. The Company is also one of the
largest operators of licensed retail departments in the country
with over 650 retail locations throughout the United States. The
Company's principal customers include many of the nation's leading
mass merchants, discount retailers and drug store and supermarket
chains, as well as numerous independent pharmacies and other
specialty retailers. Model Imperial's fragrance and cosmetic
distribution product line comprises approximately 4,000 individual
brand-name items.
EXHIBIT B
Model Imperial, Inc.
1243 Clint Moore Road
Boca Raton, Florida 33457
NEWS RELEASE
MODEL IMPERIAL, INC.
FOR IMMEDIATE RELEASE Contact: Leonard Silverstein
407-241-8244
MODEL IMPERIAL REPORTS RESIGNATION OF INDEPENDENT AUDITORS
Boca Raton, FL -- April 24, 1996 -- Model Imperial, Inc.
(Nasdaq:MODL) today announced that KPMG Peat Marwick, the Company's
independent auditors, had resigned from their engagement with the
Company. As a result of KPMG Peat Marwick's resignation, the
Company will be unable to deliver audited financial statements to
its bank lenders by April 30, 1996 as required by the forbearance
agreement between the Company and its bank lenders, to which the
Company presently owes approximately $43 million. The forbearance
agreement was executed earlier this month. The Company has
requested an extension of the time in which it is required to
deliver audited financial statements to its bank lenders pursuant
to the forbearance agreement, and is awaiting a response.
Model Imperial, Inc. is one of the largest wholesale
distributors of brand-name fragrances in the United States. The
Company primarily distributes prestige fragrances, but also offers
mass market fragrances and certain cosmetic and beauty care
products, for men and women. The Company is also one of the
largest operators of licensed retail departments in the country
with over 650 retail locations throughout the United States. The
Company's principal customers include many of the nation's leading
mass merchants, discount retailers and drug store and supermarket
chains, as well as numerous independent pharmacies and other
specialty retailers. Model Imperial's fragrance and cosmetic
distribution product line comprises approximately 4,000 individual
brand-name items.
# # # # #
