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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB Number: 3235-0058
Expires: May 31, 1997
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FORM 12b-25 SEC FILE NUMBER
NOTIFICATION OF LATE FILING 0-20323
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(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ]Form N-SAR CINS NUMBER
M3040 Q 10 4
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For Period Ended: February 28, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: _____________________________
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Read Instruction (on back page) 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.
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If notification relates to a portion of the filing checked above, identify the
Items(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
Brill Media Management, Inc.; BMC Holdings, LLC; Huron Holdings, LLC; Northern
Colorado Holdings, LLC; NCR III, LLC; NCH II, LLC; Northland Holdings, LLC; CMN
Holding, Inc.; Brill Radio, Inc.; Brill Newspapers, Inc.; Reading Radio, Inc.;
Tri-State Broadcasting, Inc.; Northern Colorado Radio, Inc.; NCR II, Inc.;
Central Missouri Broadcasting, Inc.; CMB II, Inc.; Northland Broadcasting, LLC;
NB II, Inc.; Central Michigan Newspapers, Inc.; Cadillac Newspapers, Inc.; CMN
Associated Publications, Inc.; Central Michigan Distribution Co., L.P.; Central
Michigan Distribution Co., Inc.; Gladwin Newspapers, Inc.; Graph Ads Printing,
Inc.; Midland Buyer's Guide, Inc.; St. Johns Newspapers, Inc.; Huron P.S., LLC;
Huron Newspapers, LLC; Advertisers P.S., LLC; Central Printing Service, LLC;
Upper Michigan Holdings, Inc.; Upper Michigan Holdings, LLC; Upper Michigan
Management, Inc.; Upper Michigan Newspapers, LLC; BMC Holdings, Inc.; Huron
Holdings Management, Inc.; Huron Newspapers Management, Inc.; Huron P.S.
Management, Inc.; Northern Colorado Holdings Management, Inc.; Northland
Broadcasting Management, Inc.; Northland Holdings Management, Inc.
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Full Name of Registrant
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Former Name if Applicable
c/o Brill Media Company, LLC, 420 N.W. Fifth Street
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Address or Principal Executive Office (Street and Number)
Evansville, Indiana 47708
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City, State and Zip Code
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 box if appropriate)
[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 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 of 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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
Brill Media Management, Inc. ("Media") and all of the other above-listed
registrants (the "Guarantor Subsidiaries") are wholly owned, directly or
indirectly, by Brill Media Company, LLC ("BMC"). BMC on July 6, 1998, filed a
report on Form 10-K for the fiscal year ended February 28, 1998 which included
descriptions and results of operations of BMC, Media and the Guarantor
Subsidiaries on a consolidated basis (the "BMC Report"). A request for relief,
pursuant to Staff Accounting Bulletin 53, from separate reporting under the
Securities Exchange Act for the Guarantor Subsidiaries was filed with the
Securities and Exchange Commission on May 5, 1998. An amended request, which
included a request for similar relief for Media and responses to questions from
the Staff, was filed on July 1, 1998. Media and the Guarantor Subsidiaries have
not prepared separate reports on Form 10-K because such preparation would be
burdensome and because they believe, based on the comments of members of the
Staff on such request letters, and subject to the conditions to be established
by the Staff, that prior to the end of the extension period for which they
hereby apply they will be granted relief from the requirement to file such
reports.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Andris Vizbaras 212 238-8698
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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 answer is no,
identify report(s). [X] Yes [ ] No
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(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 following is an excerpt from the BMC Report, includes certain terms
defined therein, and is qualified by reference to the BMC Report:
Revenues for the year ended February 28, 1998 were $29.5 million; a $2.5
million or 9.4% increase from $27.0 million for the year ended February 28,
1997. The Stations' revenues were $15.0 million; a 10.6% increase from
$13.6 million for the year ended February 28, 1997. Newspapers' revenues
were $14.5 million; an 8.1% increase from $13.4 million for the year ended
February 28, 1997. The $1.4 million or 10.6% increase in Stations' revenue
was due to continuing operations growth, the further development of the
Colorado and Minnesota Stations, and additional time brokerage agreement
fees, offset by lost revenue due to the operations of the Missouri Stations
being operated pursuant to TBAs effective November 1, 1997. The Newspapers"
revenue increase of $1.1 million or 8.1% was due to fiscal 1998 third and
fourth quarter acquisitions of eleven weekly shoppers, a printing business
and two print distribution operations and the acquisition of a weekly
shopper in the second quarter of fiscal 1997.
Operating expenses for the year ended February 28, 1998 were $24.4 million,
an increase of $1.3 million or 5.7% from $23.1 million for the year ended
February 28, 1997. The Stations' operating expenses increased due to the
development of the Colorado and Minnesota Stations and expansion in the
Indiana/Kentucky market. Newspapers' operating expenses decreased slightly
due to decreases in incentive plan expense and operating departments from
existing operations, offset by increases related to current and prior year
acquisitions.
Operating income for the year ended February 28, 1998 was $5.1 million, an
increase of $1.2 million or 30.8% from $3.9 million for the year ended
February 28, 1997. This increase was due primarily to increased operating
revenues and decreased charges for incentive plan expense as noted
previously.
Other income (expense) for the year ended February 28, 1998 was $9.6
million of net expense, an increase of $3.1 million or 49% over $6.4
million for the year ended February 28, 1997. The increase is due to
increased net interest expense and deferred financing cost amortization of
$2.0 million in fiscal 1998 and a $1.1 million gain on the sale of the
Fargo/Moorhead stations in the year ended February 28, 1997. The increase
of net interest expense in fiscal 1998 is due to additional borrowings for
acquisitions offset by $1.8 million of managed affiliate interest income.
The extraordinary item in fiscal 1998 totaled $4.1 million and reflected
the costs related to the early extinguishment of debt which included a $1.3
million write-off of previously deferred financing costs and a $2.8 million
prepayment premium.
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Brill Media Management, Inc.; BMC Holdings, LLC; Huron Holdings, LLC; Northern
Colorado Holdings, LLC; NCR III, LLC; NCH II, LLC; Northland Holdings, LLC; CMN
Holding, Inc.; Brill Radio, Inc.; Brill Newspapers, Inc.; Reading Radio, Inc.;
Tri-State Broadcasting, Inc.; Northern Colorado Radio, Inc.; NCR II, Inc.;
Central Missouri Broadcasting, Inc.; CMB II, Inc.; Northland Broadcasting, LLC;
NB II, Inc.; Central Michigan Newspapers, Inc.; Cadillac Newspapers, Inc.; CMN
Associated Publications, Inc.; Central Michigan Distribution Co., L.P.; Central
Michigan Distribution Co., Inc.; Gladwin Newspapers, Inc.; Graph Ads Printing,
Inc.; Midland Buyer's Guide, Inc.; St. Johns Newspapers, Inc.; Huron P.S., LLC;
Huron Newspapers, LLC; Advertisers P.S., LLC; Central Printing Service, LLC;
Upper Michigan Holdings, Inc.; Upper Michigan Holdings, LLC; Upper Michigan
Management, Inc.; Upper Michigan Newspapers, LLC; BMC Holdings, Inc.; Huron
Holdings Management, Inc.; Huron Newspapers Management, Inc.; Huron P.S.
Management, Inc.; Northern Colorado Holdings Management, Inc.; Northland
Broadcasting Management, Inc.; Northland Holdings Management, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: July 7, 1998
By: /s/ ALAN R. BRILL
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Alan R. Brill,
Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T (ss.232.13(b) of this chapter).