UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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: SEC FILE NUMBER
[x] Transition Report on Form 10-K 33-76200
[ ] 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: September 30, 1996
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 the notification relates:
PART I - REGISTRANT INFORMATION
ERD Waste Corp.
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Full Name of Registrant
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Former Name if Applicable
937 East Hazelwood Avenue
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Address of Principal Executive Office (Street and Number)
Rahway, New Jersey 07065
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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 reasonable 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, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
See Attachment I
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Kenneth Weiner (908) 381-9229
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(Name) (Area Code) (Telephone Number)
(2) Have all other period 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 reports) 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
See Attachment II
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.
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ERD Waste Corp.
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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 1/28/97 By /s/ Joseph Wisneski
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Joseph Wisneski, 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).
Attachment I
As a result of the change in the Company's fiscal year and the
extraordinary loss incurred from discontinued operations, the Company is
required to amend certain documents which will be required in order to properly
present the Company's financial statements. In order to accomplish these
amendments, the Company is required to obtain the assistance of outside third
parties. The Company is unable to obtain this assistance in sufficient time to
enable the Company to timely file its form 10KSB without incurring unreasonable
expense. The Company's form 10KSB will be filed no later than February 10, 1997.
Attachment II
For the eight months ending September 30, 1996, the Company's operating
results will reflect a $7,167,998 loss net of income taxes from discontinued
operations. The following paragraphs summarize this transaction.
On September 4, 1996, the Company received a complaint from the New
York State Department of Environmental Conservation ("DEC") citing a number of
alleged violations at the Company's Long Beach, New York incinerator
("Facility"). The DEC's complaint also indicated its intent to have the Facility
closed. On November 7, 1996 the Company announced that it had reached an
agreement with the New York State Attorney General acting on behalf of the DEC
concerning the resolution of a complaint filed by the DEC on September 4, 1996
regarding the Company's operation of its incinerator in Long Beach, New York
("Facility"). The agreement reached on November 7, 1996 includes a voluntary
discontinuance of incineration at the Facility. In addition, the agreement
includes modification of the Facility's permit to allow it to continue to
operate as a solid waste transfer station for the waste streams it has
previously processed as a waste to energy incinerator. In return for the
resolution of all legal issues, the Company agreed to voluntarily cease
incineration activities by March 31, 1997.
The plan to convert the facility to a solid waste transfer station will
involve the modification of a significant portion of the existing structure. In
addition, the Company estimates that significant legal and other consulting fees
will be incurred in the management of the project. The estimated loss on the
abandonment of the waste to energy facility includes the net book value of the
facility, the estimated costs to modify the facility, the legal and other fees
associated with the project, partially offset by the estimated salvage value of
the Facility's equipment and projected operating profits through the termination
date of March 31, 1997. The following table is a calculation of the estimated
loss on abandonment.
Net book value of Facility $ 11,500,000
Costs to dismantle and professional fees 2,000,000
Estimated salvage value of equipment (500,000)
Operating profits through termination date (500,000)
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Loss on disposal $ 12,500,000
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The following table sets forth, for the periods indicated, the revenues
and results of operations of the Facility.
Eight months
ended Years Ended
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September 30, January 31, January 31,
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1996 1996 1995
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Revenues $ 4,651,085 $ 10,205,133 $ 5,847,707
Net income (loss) $ (7,167,998)(a) $ 2,084,419 $ 416,890
(a) Includes estimated loss on disposal, net of tax benefit, of $7,500,000