U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [] Form 20-F [] Form 11-K [ ] Form 10-Q [] Form N-SAR
For Period Ended: December 31, 1994
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Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: NA
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PART 1 - REGISTRANT INFORMATION
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SBM Company
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Full Name of Registrant
8400 Normandale Lake Boulevard, Suite 1150
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Address of Principal Executive Office
(Street and Number)
Minneapolis, MN 55437
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City, State and Zip Code
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PART II - RULES 12b-25 (b) and (c)
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[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 on Form 10-K, or portion thereof will be
filed on or before the fifteenth 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.
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PART III - NARRATIVE
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The Company is in the process of selling substantially all of its business
operations. This proposed transaction and other events pertaining to the
Company's business in fiscal year 1994 have substantially delayed the Company's
year-end reporting, including the preparation and completion of the Company's
financial statements.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification.
Stewart D. Gregg (612) 835-0097
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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
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.
The Company will report a net loss of ($3.6) million in 1994 compared to
net earnings of $3.7 million in 1993. During 1994, the Company's life insurance
subsidiary restructured its investment portfolio and recognized losses on
security sales of approximately $6.2 million after taxes. In 1993, the life
insurance subsidiary recognized gains on security sales of $2.5 million after
taxes. Excluding security transactions in each year, the Company would have
reported earnings of approximately $2.6 million in 1994 and $1.2 million in
1993, which reflect improved operating earnings in 1994.
SBM Company
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(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 30, 1995 By:________________________________
/s/Edward L. Zeman
Its: Vice President and Chief
Financial Officer
