THOMPSON PBE INC
15-12G, 1997-11-21
MISCELLANEOUS NONDURABLE GOODS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                     FORM 15

         Certification  and Notice of Termination of Registration  under Section
12(g)  of the  Securities  Exchange  Act of 1934 or  Suspension  of Duty to File
Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                         Commission File Number 0-25038

                               Thompson PBE, Inc.

             (Exact name of registrant as specified in its charter)
        4553 Glencoe Avenue, Suite 200, Marina del Rey, California 90292

              (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                     Common Stock, par value $.001 per share
            (Title of each class of securities covered by this Form)

                                      none
         (Titles of all other classes of securities for which a duty to
               file reports under section 13(a) or 15(d) remains)

         Please  place an X in the box(es) to  designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

         Rule 12g-4(a)(1)(i)       [X]           Rule 12h-3(b)(1)(ii)      [  ]
         Rule 12g-4(a)(1)(ii)      [  ]          Rule 12h-3(b)(2)(i)       [  ]
         Rule 12g-4(a)(2)(i)       [  ]          Rule 12h-3(b)(2)(ii)      [  ]
         Rule 12g-4(a)(2)(ii)      [  ]          Rule 15d-6                [  ]
         Rule 12h-3(b)(1)(i)       [  ]

Approximate  number of holders of record as of the certification 
or notice date:   1
               ------

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
Thompson  PBE,  Inc.  has caused this  certification/notice  to be signed on its
behalf by the undersigned duly authorized person.

Date:      November 21, 1997                By: /s/ Mortimer A. Kline III
      --------------------------------         --------------------------------
                                                Mortimer A. Kline III, 
                                                  Chief Executive Officer

Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.

                                                        -1-



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