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UNITED STATES OMB APPROVAL
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SECURITIES AND EXCHANGE COMMISSION OMB Number 3235-0058
WASHINGTON, D.C. 20549 Expires June 30, 1994
Estimated average burden
FORM 12B-25 hours per respon2.50
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NOTIFICATION OF LATE FILING -------------------
SEC FILE NUMBER
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(Check One): [X] Form 10 K [ ] Form 20 F [ ] Form 11-K -------------------
[ ] Form 10-Q [ ] Form N-SAR CUSIP NUMBER
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For Period Ended: August 31, 1995
[ ] 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 the notification relates:
_______________________________________________________________________________
PART I -- REGISTRANT INFORMATION
_______________________________________________________________________________
Full Name of Registrant
Tristar Corporation
_______________________________________________________________________________
Former Name if Applicable
_______________________________________________________________________________
Address of Principal Executive Office (Street and Number)
12500 San Pedro Avenue, Suite 500, San Antonio, Texas 78216
_______________________________________________________________________________
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
[X] 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 Addendum III
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/93)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Loren Eltiste 210 402-2203
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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 reports) 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 cannot be made.
See Addendum IV(3)
_________________________________________________________________________
Tristar 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
hereunto duly authorized.
Date November 28, 1995 By /s/ Loren Eltiste
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Loren Eltiste, Chief Financial Officer
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
the 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 Regulations S-T (Section 232.201 or Section 232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T (Section 232.13(b) of this chapter).
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Addendum III
Due to the merger of a corporation with and into the Company
effectuated on August 31, 1995, which effectively doubled the size of the
Company, and the substitution of KPMG Peat Marwick L.L.P. for Coopers & Lybrand
L.L.P. as the Company's principal accountants following the merger, an accurate
and full completion of the Annual Report on Form 10-K could not be provided
within the prescribed time period without unreasonable effort or expense.
Addendum IV(3)
As a result of the merger on August 31, 1995, which effectively
doubled the size of the Company and was accounted for in a manner similar to a
pooling of interests, the operations from the corresponding period will not be
comparable to the earnings statements to be included in the Form 10-K for the
period ended August 31, 1995. A reasonable estimate of the results for the
period ended August 31, 1995, is set forth in the Company's press release
attached hereto as Exhibit A.
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EXHIBIT A
PRESS RELEASE: TRISTAR CORPORATION
For More Information, Call:
Mr. Loren Eltiste, Chief Financial Officer; For Immediate Release
(210) 402-2200
TRISTAR CORPORATION ANNOUNCES RESULTS FOR FISCAL 1995
SAN ANTONIO, TEXAS, NOVEMBER 6, 1995 -- TRISTAR CORPORATION (NASDAQ/NMS symbol
TSAR) today announced results for the year ended August 31, 1995.
The previously announced merger of Eurostar Perfumes, Inc. ("Eurostar"), the
Company's major supplier, into Tristar plays a significant role in its reported
results for fiscal 1995 and for restated 1994 results. This merger was
accounted for in a manner similar to a pooling of interests. Accordingly the
results as reported include both the activities of Tristar as a distributor in
the NAFTA countries as well as all of the sales activities of Eurostar in
Central and South America and Eurostar's development and manufacturing
activities.
Net sales for the fourth quarter of fiscal 1995 were $12,308,000 as compared to
$12,714,000 for the same period in fiscal 1994, a decrease of 3.2%. The net
loss for the quarter ended August 31, 1995 was $1,374,000, or $0.08 per share,
compared to a net loss of $270,000, or $0.02 per share, for the same quarter in
fiscal 1994. Although operating income for the quarter ended August 31, 1995
improved over the corresponding quarter in fiscal 1994 (i.e. $613,000 vs.
$373,000), this improvement was not evident in the net income, largely due to
expenses related to the merger, e.g. (1) merger related expenses of $686,000
and (2) the write-off of $656,000 of the deferred warrant valuation as
triggered by the merger.
For the year ended August 31, 1995, net sales were $44,728,000 as compared to
$51,244,000 for the same period in fiscal 1994, a decrease of 12.7%. For the
1995 fiscal year, the Company incurred a net loss of $932,000, or $0.06 per
share, compared to a net income of $1,390,000, or $0.08 per share, for the same
period in fiscal 1994. Included in nonoperating income (expense) for fiscal
1995 was other income of $2,065,000 from the court approved distribution of the
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proceeds and earned interest of an executive liability indemnification
insurance policy owned by the Company.
During fiscal 1995, the Company continued to make investments in the
development and introduction of new products and in the marketing of both new
and existing products in all channels of distribution. Additional investments
were also continued in developing and expanding both the chain store and mass
merchandising channels in the domestic market and in expanding the Latin
American markets.
Mr. Loren M. Eltiste, Vice President and Chief Financial Officer of TRISTAR
CORPORATION stated, "The integration of Tristar and Eurostar has progressed
very smoothly, and some of the benefits of the merger become evident in the
reported financial results for fiscal 1995 as compared to the results of
Tristar prior to the merger. One of those benefits is that the Company is able
to report income from operations for the fiscal years of 1995 and 1994 as
compared to operating losses reported by Tristar on a standalone basis in prior
periods. Sales, while down in fiscal 1995 from fiscal 1994, now include
markets in Central and South America. It is management's belief, that had it
not been for the currency devaluation in Mexico in December 1994 and its
negative impact on direct and indirect sales into Mexico, that sales in fiscal
1995 would have been comparable to fiscal 1994.
Gross margins as a percentage of sales were negatively affected primarily by
increased costs of certain key components due to decreased purchasing power of
the U.S. dollar in certain foreign markets and by the mix of products
manufactured and sold as compared to fiscal 1994. Even as the Company expanded
its marketing activities in all distribution channels, SG&A expenses decreased
primarily as a result of expense controls and selective work force reductions.
The new Tristar is providing increased opportunities as the Company coordinates
its marketing efforts and programs in all of the Western Hemisphere and as it
takes advantage of the development and manufacturing activities formerly under
Eurostar. Under the assumption that
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in fiscal 1996 there will be no major currency, economic, or political
upheavals in the countries serviced by Tristar, the Company believes it should
return to a pattern of sales growth in both domestic markets as well as in
foreign markets."
TRISTAR CORPORATION is engaged in developing, manufacturing, and marketing an
extensive line of value-priced products comprised of designer alternative
fragrances, contemporary cosmetics, and selected toiletry products. These
products are distributed by the Company in the Western Hemisphere primarily to
chain stores, mass merchandisers, retail outlets, distributors, and
wholesalers.
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TRISTAR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
3 MONTHS ENDED 12 MONTHS ENDED
AUGUST 31 AUGUST 31
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1995 1994 1995 1994
----------- ----------- ----------- -----------
Net sales $12,308,000 $12,714,000 $44,728,000 $51,244,000
Cost of sales 8,972,000 9,097,000 31,727,000 33,202,000
----------- ----------- ----------- -----------
Gross profit 3,336,000 3,617,000 13,001,000 18,042,000
Selling, general & administrative expenses 2,723,000 3,244,000 11,654,000 12,906,000
Income from operations 613,000 373,000 1,347,000 5,136,000
----------- ----------- ----------- -----------
Nonoperating income (expense):
Interest expense (451,000) (440,000) (1,641,000) (1,533,000)
Other income (expense) (1,702,000) (533,000) (2,042,000) (519,000)
Insurance reimbursement 0 0 2,065,000 0
----------- ----------- ----------- -----------
Income (loss) before income taxes (1,540,000) (600,000) (271,000) 3,084,000
(Benefit) provision for income taxes (166,000) (330,000) 661,000 1,694,000
----------- ----------- ----------- -----------
Net income (loss) ($1,374,000) ($270,000) ($932,000) $1,390,000
=========== =========== =========== ===========
Net income (loss) per common share
Primary ($0.08) ($0.02) ($0.06) $0.08
Fully diluted ($0.08) ($0.02) ($0.06) $0.08
Weighted average shares outstanding
Primary 16,629,683 16,616,023 16,625,341 16,851,644
Fully diluted 16,629,683 16,616,023 16,625,341 16,851,644
November 6, 1995