UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
000-3928
(Check One)
CUSIP NUMBER
949535207
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: April 30, 1997
[ ] 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:
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: N/A
Part I - Registrant Information
Full name of Registrant:
Wellington Hall, Limited
Former Name if Applicable:
N/A
Address of Principal Executive Office (Street and Number):
Route 1, U.S. Highway No. 29 and No. 70
City, State and Zip Code:
Lexington, North Carolina 27292
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 or transition report on Form 10-Q, or portion thereof will
be filed on or before the fifth calendar year following the
prescribed due date; and
[X] (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
and Form 10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the
transition report or portion thereof could not be filed within
the prescribed period. (Attach extra sheets if needed).
The audit of the Registrant's consolidated financial
statements cannot be completed without unreasonable
effort or expense because of unanticipated delays in
connection with the audit of Muebles Wellington Hall,
S.A., the Registrant's foreign subsidiary. These
delays also have caused the Registrant to be unable to
prepare the remaining portions of the Registrant's Form
10-KSB in a timely manner without unreasonable effort
or expense.
Part IV - Other Information
(1) Name and telephone number of person to contact in
regard to this notification:
Hoyt M. Hackney, Jr. (910) 249-4931
(2) Have all other periodic reports required under section
13 or 15(d) of the Securities and 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.
.................................................................
WELLINGTON HALL, LIMITED
Name of Registrant as Specified in Charter
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 29, 1997 By: /s/ Hoyt M. Hackney, Jr.
Hoyt M. Hackney, Jr., President
Securities and Exchange Commission
Washington, DC 20549
Form 12b-25
Attachment to Part II (c)
To Wellington Hall, Limited:
Pursuant to Rule 12b-25 of the General Rules and Regulations
under the Securities Exchange Act of 1934, we inform you that we
have been furnished a copy of Form 12b-25 to be filed by
Wellington Hall, Limited (the "Registrant") on July 29, 1997,
which contains notification of the Registrant's inability to file
its Form 10-KSB by such date. We have read the Registrant's
statements contained in Part III therein and we agree with the
stated reason as to why we have been unable to complete our audit
on the financial statements of Registrant for the year ended
April 30, 1997 and provide our report to be included in Form 10-KSB.
/s/ Turlington and Company, L.L.P.
Turlington and Company, L.L.P.
Lexington, North Carolina
July 29, 1997
Securities and Exchange Commission
Washington, DC 20549
Form 12b-25
Attachment to Part IV - Narrative
Narrative:
The Registrant anticipates that its statement of operations for
the fiscal year ended April 30, 1997 will reflect an operating
loss estimated to be approximately $410,000, which compares to a
net profit of $73,574 reported for fiscal 1996. The loss is a
result generally of slow sales, excessive inventories exaggerated
by the slow sales, and the Company's limited operating capital.
Because of the slow sales and to avoid increasing inventories, it
was necessary during the latter portion of the year to reduce
production, primarily assembled production, in the Registrant's
domestic operation to levels below that required to manage labor
and overhead costs. In addition, to generate cash to cover the
operating loss, the Registrant sold off inventories at discounted
prices. Cost of sales then for domestic operations increased as
a percentage of sales from 69% to 75% equating to approximately
$350,000.
Adding to the loss was a poor performance by the Registrant's
foreign subsidiary, particularly during the fourth quarter. This
was caused by down time and maintenance on the Registrant's
boilers used to generate the necessary steam to operate its kilns
for drying wood required to maintain production operations. The
down time was approximately three weeks in duration and depleted
the supply of dry wood required to maintain production
operations. This situation is not likely to reoccur in the
foreseeable future. Cost goods sold in the foreign operation are
estimated to have increased by approximately $70,000 for the
fiscal year.