SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number: 0-25482
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] 10-Q [ ] Form N-SAR
For period Ended: June 30, 1998
[ ] 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:
Read attached instruction sheet before preparing form. Please print or
type.
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:
HOFS02...:\89\44189\0004\1612\FRM9258L.350
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PART I. REGISTRANT INFORMATION
Full Name of registrant: Equalnet Communications Corp.
Former name if applicable: EqualNet Holding Corp.
Address of principal executive office: 1250 Wood Branch Park Drive
Houston, Texas 77079
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.)
[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, Form 20-F, 11-K, 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, 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:
The Registrant has been unable to complete its Annual Report on Form 10-K
as the Registrant has been engaged in negotiations to complete a private
placement of convertible debt. Additionally, two operating subsidiaries of the
Registrant filed for protection under Chapter 11 of the Bankruptcy Code on
September 10, 1998. The individuals that are responsible for negotiating and
preparing financial forecasts and other documentation in support of the
convertible debt transaction and the required schedules necessary to be
submitted to the bankruptcy court are the same individuals responsible for
preparing the Annual Report on Form 10-K to which this notification relates. As
a result of their work on the above-described transaction and bankruptcy, such
individuals will be unable to complete the Annual Report on Form 10-K by
September 28, 1998. The Annual Report on Form 10-K will be filed on or before
October 13, 1998.
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PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Dean H. Fisher
(281) 529-4648
(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 attachment.)
Equalnet Communications Corp. has caused this notification to be signed on
its behalf by the undersigned thereunto duly authorized.
Date: September 25, 1998 By: /s/ Dean H. Fisher
----------------------
Dean H. Fisher
Senior Vice President
and General Counsel
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ATTACHMENT
FORM 12B-25 PART IV(3)
The Company expects to report decreased revenues for the quarter ended June 30,
1998 of $4.3 million compared to $10.5 million for the comparable quarter in the
prior year. The net loss for the quarter is expected to be $9.5 million, or $.46
per share, compared to a net loss of $4.3 million, or $.70 per share in the
comparable period in fiscal 1997. For the fiscal year ended June 30, 1998 the
Company expects to report a net loss of $18.0 million, or $1.69 per share,
compared to a net loss of $15.0 million, or $2.46 per share for the previous
fiscal year.
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