UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
OMB APPROVAL
------------------------
OMB No. 3235-0058
Expires June 30, 1994
Estimated average burden
hours per response..2.50
------------------------
FORM 12b-25
NOTIFICATION OF LATE FILING
-----------------
SEC FILE NUMBER
1-6848
-----------------
(Check One): /x/Form 10-K / /Form 20-F / /Form 11-K / /Form 10-Q / /Form N-SAR
-----------------
CUSIP NUMBER
910588100
-----------------
For Period Ended: September 30, 1994
-----------------------------
[ ] 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 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.
- - --------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which notification relates:
--------------------------------------
PART I - REGISTRANT INFORMATION
- - --------------------------------------------------------------------------------
Full Name of Registrant
United Inns, Inc.
- - --------------------------------------------------------------------------------
Former Name if Applicable
- - --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
5100 Poplar Avenue
- - --------------------------------------------------------------------------------
City, State and Zip Code
Memphis, TN 38137
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)
(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 or 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 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
See attachment.
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q or
N-SAR or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
J. Don Miller 901 767-2880
------------------------------ ----------- ---------------------------
(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
- - --------------------------------------------------------------------------------
(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 can not be made
See enclosed Statement of Income.
- - --------------------------------------------------------------------------------
United Inns, Inc.
----------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date December 30, 1994 By /s/ J. Don Miller
------------------------------- --------------------------------
Vice President
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
these 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 or apply
for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T.
ATTACHMENT TO FORM 12b-25
December 29, 1994
PART III
On November 14, 1994, the Registrant entered into an Agreement and Plan of
Merger ("Agreement") with United/Harvey Holdings, L.P. ("Purchaser"), in which
the Purchaser agreed to acquire all the shares of the issued and outstanding
Common Stock of the Registrant. As a result of the additional time demands on
the Registrant's legal, and finance and accounting staffs in the due diligence
process related to the Agreement, the Registrant has been unable to assemble all
data required for Form 10-K in sufficient time to allow for review by its
directors.
Further, the same personnel responsible for Form 10-K preparation has been
attempting to deal with the additional workload generated by EDGAR submission
requirements.
The Registrant will undertake to file Form 10-K for the fiscal year ended
September 30, 1994 with the Commission not later than January 13, 1995.
PART IV (3)
Attached hereto is a copy of the Income Statement of United Inns, Inc. &
Subsidiaries for the fiscal year ended September 30, 1994.
UNITED INNS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
YEAR ENDED SEPTEMBER 30,
------------------------------------------
1994 1993 1992
------------ ------------ ------------
Revenues
Rooms $ 72,403,178 $ 70,772,351 $ 71,322,112
Restaurants 14,924,087 15,999,888 17,856,821
Car washes 886,714 1,516,848 5,054,354
Telephone and sundry 4,916,338 4,633,732 4,927,705
------------ ------------ ------------
93,130,317 92,922,819 99,160,992
------------ ------------ ------------
Operating costs and expenses:
Direct:
Rooms 46,300,258 47,347,003 49,387,399
Restaurants 14,916,698 16,069,407 18,093,393
Car washes 944,397 1,654,204 4,456,532
Telephone and sundry 1,724,643 1,929,668 2,093,579
Marketing, administrative and general 10,503,853 9,388,355 10,345,753
Depreciation 9,078,070 9,030,861 9,938,793
------------ ------------ ------------
83,467,919 85,419,498 94,315,449
------------ ------------ ------------
Operating income 9,662,398 7,503,321 4,845,543
Interest expense (net of capitalized
interest) (10,117,188) (9,946,202) (9,802,783)
Minority interest (81,394) (53,932) (38,636)
Gain (loss) on disposition of assets (6,266,287) 1,250,732 (3,633,571)
Loss contingency 387,839
------------ ------------ ------------
Income (loss) before income taxes (6,802,471) (1,246,081) (8,241,608)
Income taxes (credit) (1,297,420) (429,604) (3,290,512)
------------ ------------ ------------
Income (loss) before extraordinary item (5,505,051) (816,477) (4,951,096)
Extraordinary item-gain on settlement
of debt (net of income taxes of
$1,092,511) 1,906,834
------------ ------------ ------------
Net income (loss) $ (5,505,051) $ (816,477) $ (3,044,262)
------------ ------------ ------------
------------ ------------ ------------
Earnings per common share
Income (loss) before extraordinary
item ($2.08) ($0.31) ($1.87)
Income (loss) from extraordinary item 0.00 0.00 0.72
------------ ------------ ------------
Net income (loss) ($2.08) ($0.31) ($1.15)
------------ ------------ ------------
------------ ------------ ------------
Cash dividends per share $0.00 $0.00 $0.00
------------ ------------ ------------
------------ ------------ ------------