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FORM 12b-25
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NOTIFICATION OF LATE FILING Commission File No. 0-25634
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q [ ] Form N-SAR
For the Fiscal Quarter Ended March 31, 2001
[ ] 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 Transaction Period Ended: Not Applicable
PART I - REGISTRANT INFORMATION
Full name of registrant: American Architectural Products Corporation
Former name: Not Applicable
Address of Principal Executive Office: 3000 Northwest 125th Street
Miami, Florida 33167
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):
[X] (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, 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, 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 the Form 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 not yet filed its Annual Report on Form 10-K for the fiscal year
ended December 31, 2000. As previously disclosed, on December 18, 2000, the
Company filed for voluntary bankruptcy protection under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court in the Northern
District of Ohio. Consequently, the Company has expended significant effort
accumulating and reporting information required by the Bankruptcy Court, working
on a plan of reorganization, and determining the impact of the Bankruptcy filing
on the Company's financial statements and disclosure requirements. This has
resulted in the delayed closing of the year-end 2000 financial records for some
of the Company's subsidiaries and operating divisions. Therefore, the Company
has been delayed in compiling the information necessary for completing the audit
of its financial statements for 2000. The Company will file its Annual Report on
Form 10-K as promptly as possible following finalization of its audited
financial statements for 2000.
2
Since the Company has not yet finalized its audited financial statements for the
year ended December 31, 2000, it is not able to complete its unaudited financial
statements for the three-month period ended March 31, 2001. The Company will
complete its first quarter 2001 financial statements as promptly as possible
following finalization of its audited financial statements for 2000 and will
file its Form 10-Q for the three months ended March 31, 2001 as promptly as
possible after the first quarter financial statements are finalized.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Joseph Dominijanni (724) 940-2330
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(Name) (Area Code) (Telephone Number)
(2) Have all other 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?
Yes [ ] No [ X ]
(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?
Yes [ X ] 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.
As previously disclosed, the Company filed for voluntary bankruptcy
protection under Chapter 11 of the United States Bankruptcy Code on
December 18, 2000. Consequently, the Company ceased accruing Interest
Expense on its liabilities subject to compromise as of the Bankruptcy Date
in accordance with Statement of Position 90-7. Therefore, approximately
$3.9 million of interest expense is not accrued in the first quarter of
2001. In addition, in conjunction with the Bankruptcy, the Company
recognized approximately $450,000 in reorganization expenses during the
first quarter of 2001 that were not reflected in the quarter ended March
31, 2000 financial statements.
In February 2000, the Company sold virtually all of the assets of Western
Insulated Glass, Co. (Western). In May 2000, the Company sold virtually all
of the assets of Vinylsource Inc. (Vinylsource). The combined results of
operations of these two companies during the quarter ended March 31, 2000
were a net loss approximating $285,000 on $5.2 million in sales.
In February 2001, the Company announced the shutdown of its Ottawa, Ohio
manufacturing facility effective April 27, 2001. At this time the Company
estimates that at least $600,000 of severance costs will be recognized in
the first quarter of 2001 related to this shutdown.
American Architectural Products 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: May 16, 2001 By: /S/ Joseph Dominijanni
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Joseph Dominijanni
President