SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 811-407
(Check one)
|X| Form 10-K and Form 10-KSB |_| Form 11-K
|_| Form 20-F |_| Form 10-Q and Form 10-QSB |_| Form N-SAR
For period ended December 31, 1996
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|_| Transition Report on Form 10-K and Form 10-KSB
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q and Form 10-QSB
|_| Transition Report on Form N-SAR
For the transition period ended
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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: _______________________
PART I
REGISTRANT INFORMATION
Full name of Registrant 1150 Liquidating Corporation
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Former name if applicable SBM Company
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Address of principal executive office (STREET AND NUMBER) IDS Center, 80 South
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8th Street, Suite 4440
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City, State and Zip Code Minneapolis, Minnesota 55402
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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 Forms 10-K, 10-KSB, 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, 10-QSB, 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, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could
not be filed within the prescribed time period.
See attached Exhibit A
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Keyna P. Skeffington (612) 336-3464
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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?
|_| Yes |X| 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 attached Exhibit B
1150 Liquidating Corporation
(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 27, 1997 By /s/ Charles A. Geer
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Charles A. Geer
Chief Executive Officer
Exhibit A
In June 1995, 1150 Liquidating Corporation, formerly SBM Company (the
"Company"), sold all of its assets to ARM Financial Group, Inc. ("ARM
Financial") and filed a Notice of Intent to Dissolve with the Minnesota
Secretary of State. The Company has not conducted any operations since June 1995
and is in the process of winding up its affairs. Consequently, it does not have
any employees to prepare the Annual Report on Form 10-K and must rely upon
outside consultants and advisors. As a result, the Annual Report on Form 10-K
could not be timely filed without unreasonable effort or expense.
The Annual Report on Form 10-K will be filed within 15 calendar days of
the prescribed due date for that Report.
Exhibit B
The Company has conducted no operations subsequent to the sale of
substantially all of its assets in June 1995 and therefore has had no earnings
from operations after June 1995. The financial statements of the Company for the
year ended December 31, 1996 that will be included in the Annual Report on Form
10-K for the year ended December 31, 1996 will be prepared on a liquidation
basis and will contain a statement of net assets as of December 31, 1996 and a
statement of changes in net assets for the year ended December 31, 1996, in
addition to consolidated financial statements for the years ended December 31,
1994 and December 31, 1993 prepared on a going concern basis.