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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number: 0-25038
NOTIFICATION OF LATE FILING
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(Check One) [ x ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
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For Period Ended: September 30, 1996
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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
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For the Transition Period Ended: Not Applicable.
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: Thompson PBE, Inc.
Former name if applicable: Not Applicable.
4553 Glencoe Avenue, Suite 200
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Address of principal executive office
(Street and number)
Marina del Rey, California 90292
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(City, State and Zip Code)
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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 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;
[ 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:
Notwithstanding the best efforts of Thompson PBE, Inc. (the "Company"
or the "Registrant"), the necessary year-end processes of the Company
including, without limitation, its audit by its independent accountants, have
taken a longer period of time than originally planned for or expected. While
the Company's independent auditors will have completed their audit prior to the
stated due date of the Company's annual report on Form 10-K, in the opinion of
management the late date of the completion of these processes make it
impractical to file the Form 10-K on or before the prescribed due date without
the incurrence of unreasonable effort and expense. The Company expects to file
its Form 10-K within the 15-day extension period provided for in Rule 12b-25.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Charles E. Barrantes (310) 306-7112
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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
A discussion of the Registrant's financial results for the year ended
September 30, 1996 is attached as Exhibit A hereto.
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Thompson PBE, Inc. ("Registrant") has caused this notification to be
signed on its behalf by the undersigned thereunto duly authorized.
Date: December 27, 1996 By: /s/ CHARLES E. BARRANTES
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Name: Charles E. Barrantes
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT A
On December 19, 1996, the Company disseminated a press release
disclosing its financial results for the fourth quarter and year ended
September 30, 1996 which, in part, provided as follows:
Net sales for the quarter and year ended September 30, 1996, totaled
$50,055,000 and $178,139,000, an increase of 30 percent and 35 percent,
respectively, from 1995 levels. This increase is primarily attributable to
acquisitions. During fiscal 1996, the Company completed the acquisition of 14
businesses with annualized historical revenues of approximately $52 million.
For fiscal 1996, the Company reported net income of $1,073,000, or
$0.12 per share, which includes a net loss of $2,473,000, or $0.28 per share,
for the fourth quarter. In October 1996, the Company announced its intention
to record certain significant charges in the fourth quarter pertaining to
inventory write-downs, disputed vendor charges and other matters involving its
Southeast region. At the time, the Company expected to report a modest profit
in the fourth quarter. The net loss reported in the fourth quarter reflects
the Company's subsequent decision to establish additional reserves primarily
relating to a pending sales tax audit in the Southeast, inventory write-downs
in the Mountain region, ongoing disputes regarding vendor rebates and other
charges. Such charges aggregated approximately $4.9 million, compared with the
$2.0 million originally expected by management. The sales tax dispute involves
an acquired company in the Southeast Region and relates to periods prior to its
combination with the Company. The Company also incurred operating costs in the
fourth quarter above those anticipated.
A-1
