UNITED STATES
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: July 31, 1996
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/ / 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 the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
DEP CORPORATION
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Full Name of Registrant
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
2101 East Via Arado
Rancho Dominguez, CA 90220
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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)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(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,
/X/ 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 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.
The Company has been required to devote substantial resources, including the
attention of key management and financial personnel, to the completion of its
Chapter 11 reorganization pending before the United States Bankruptcy Court,
District of Delaware. As previously publicly announced by the Company, the
Bankruptcy Court confirmed the Company's Plan of Reorganization on
October 23, 1996. As a result of this process, however, the completion of
certain year-end reporting tasks was substantially delayed. For this reason,
the Company's personnel have been unable, without unreasonable expense, to
complete the preparation of the Company's Annual Report on Form 10-K for the
fiscal year ended July 31, 1996. The Company anticipates that the Annual
Report on Form 10-K will be completed and filed no later than November 13,
1996.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/84)
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Grant W. Johnson 310 604-0777
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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.
PART IV(3) -- ANTICIPATED CHANGE IN EARNINGS STATEMENT
The Company anticipates that its Annual Report on Form 10-K will reflect
consolidated net sales for the year ended July 31, 1996 ("fiscal 1996") of
approximately $119.1 million, compared to sales of approximately $127.7
million for the year ended July 31, 1995 ("fiscal 1995"). Consumer products
net sales decreased 8%, primarily as a result of lower worldwide sales of the
Company's Agree and Halsa brands, while contract packaging net sales
increased 15% due to the Company's increased efforts to utilize excess
manufacturing capacity. The Company anticipates that its Annual Report on
Form 10-K will reflect an increase in operating income (before reorganization
items and the write-down of Agree and Halsa assets) to $3.1 million in fiscal
1996 from $1.5 million in fiscal 1995, primarily as a result of lower
selling, general and administrative expenses. These lower selling, general
and administrative expenses are in turn a result of the effect of cost
reduction programs and lower variable expenses due to the decline in net
sales.
DEP CORPORATION
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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 October 29, 1996 By /s/ Grant W. Johnson
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Grant W. Johnson
Senior Vice President, Chief
Financial Officer and Director