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UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 0-8115
Washington, D.C. 20549
Cusip Number
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) _X_ Form 10-K and Form 10-KSB __ Form 20-F __ Form 11-K
__ Form 10-Q and Form 10-KSB __ Form N-SAR
For Period Ended: December 31, 1999
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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 ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the 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
PH Group Inc.
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Full Name of Registrant
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Former Name if Applicable
2241 City Gate Drive
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Address of Principal Executive Office (Street and Number)
Columbus, Ohio 43219
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City, State and Zip Code
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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 appropriate box)
(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 portion thereof, will be filed
on or before the 15th calendar day following the prescribed
due date.
(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 the Form 10-K or portion
thereof, could not be filed with the prescribed time period.
The Company is currently negotiating with banks and/or other potential equity
investors regarding new financing agreement. Final documentation regarding such
pending financing transactions cannot be obtained by March 30, 2000. Obtaining
the financing affects the classification of such debts in the Company's
financial statements.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Kenneth P. Furlong 614 416-7250
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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). [ ] Yes [X] No
Form 12b-25 was filed for the Company's June 30, 1999 Form 10-QSB.
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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.
The Company expects to report an increase in loss from operations compared
to the prior year results. In 1999 the Company experienced a 26% decrease
in sales, or $3.5 million, compared to the previous year. This contributed
a $.7 million reduction in gross profit when compared to the previous years
results. In addition, the Company consolidated operations by moving to
a new facility. One time costs of $174,000 were incurred relating to the
move.
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PH Group Inc.
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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 March 30, 2000 By /s/ C. T. Sherman
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Charles T. Sherman, President
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
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GENERAL INSTRUCTION
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 amendment 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 (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).
[Added in Release No. 34-31905) (Paragraph 85,111), effective April
26, 1993, 58 FR 14628; and Release No. 34-35113 (Paragraph 85,475),
effective January 30, 1995, 59, F.R. 67752.]