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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 333-22331
(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [ X ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: September 30, 2000
[ ] 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:
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: Zaring National Corporation
Former Name if Applicable:
Address of Principal Executive Office (Street and Number): 11300 Cornell Park
Drive, Suite 500
City, State and Zip Code: Cincinnati, Ohio 45242
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PART II
RULE 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)
[ 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, 10-KSB, 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 or transition report on Form 10-Q, 10-QSB,
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 Form 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed period.
Zaring National Corporation is unable to timely file its Quarterly
Report on Form 10-Q for the quarter ended September 30, 2000 but will be able to
file such report on or before the fifth calendar day following the prescribed
date for such filing.
The delay is the result of the Company requiring an extended period of
time to resolve accounting issues in connection with the proposed sale of
substantially all of the Company's assets related to its homebuilding business.
The Company has been working diligently to resolve these issues and the
Company's inability to timely file the Form 10-Q is beyond its control and could
not be eliminated by the Company without unreasonable effort or expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mark H. Longenecker, Jr. (513) 651-6904
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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
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12 months or for such shorter period that the registrant was required to file
such report(s) been filed? If the answer is no, identify report(s).
[ ] Yes [X ] No Form 11-K for the period ended December 31, 1999
(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.
For the quarter ended September 30, 2000, it is anticipated that the net
loss could approximate $20.4 million as compared to net income of $26,000
reported for the third quarter of 1999. It is anticipated that the net loss for
the nine months ended September 30, 2000 could approximate $25.4 million as
compared to a net loss of $2.4 million reported for the nine months ended
September 30, 2000. Significant changes in results anticipated to be reported
for 2000 as compared to 1999 include:
- In November 2000, the Company's Board of Directors approved plans to
dispose of substantially all of the net assets of Zaring Homes,
Inc., the luxury site - built homes segment of the Company. It is
anticipated that the pre-tax loss on discontinued operations will
approximate $4.1 million for the quarter ended September 30, 2000
and $7.5 million for the nine month period ended September 30,
2000 as compared to pre-tax income of $4.3 million and $5.8
million, respectively for the
same periods in 1999. The loss 2000 will include the writedown of
assets to estimated net realizable value and the estimated costs of
disposing of the operations of approximately $3.0 million.
- It is anticipated that a tax valuation allowance of approximately
$10.6 million will be included in the 2000 results of operations due
to uncertainties whether previously deferred tax assets will be
realized through prospective taxable income.
- In response to the actual and anticipated prospective losses of
HomeMax and pursuant to Statements of Financial Accounting Standards
No. 121 "Accounting for the Impairment of Long-live Assets and for
Long-Lived Assets to be Disposed of " (SFAS121), the Company
determined that the undiscounted future cash flows of HomeMax were
less than the carrying value of the associated long-lived assets. It
is anticipated that the Company will adjust the carrying value
through the recognition of a provision for asset impairment, after
giving effect to minority interest of approximately $4.7 million.
Zaring National 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 November 15, 2000 By: /s/ Ronald G. Gratz
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Ronald G. Gratz
Chief Financial Officer, Secretary
and Treasurer