SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number __________
(Check one)
|X| Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For period ended December 31, 1997
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the transition period ended_________________________________________________
READ ATTACHED INSTRUCTION SHEET 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: not applicable
PART I
REGISTRANT INFORMATION
Full name of registrant Sterling Lending Corporation
Former name if applicable not applicable
Address of principal executive officer (STREET AND NUMBER) 15 South Main
Street, Suite 750
City, state and zip code Greenville, South Carolina 29601
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).
(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, 10- KSB, 20-F, 11-K or Form N-SAR, or
portion thereof will be filed on or before
|X| the 15th 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 portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if needed.)
Sterling Lending Corporation (the "Company") could not file its Annual
Report on Form 10-K for the fiscal year ended December 31, 1997 (the "10-K")
within the prescribed time period (i.e. by March 31, 1998) without unreasonable
effort and expense because (1) it believed it would receive no-action relief
from the Securities and Exchange Commission (the "Commission") in response to a
January 20, 1998 no-action request exempting it from individual periodic
reporting requirements under the Securities Exchange Act of 1934, as amended
(the "Act"), and (2) the Company was not subject to a full individual
independent audit by outside accountants in fiscal year 1996 (the first year of
the Company's existence), and such an audit of the Company cannot be completed
within the prescribed time period for filing the 10-K.
The Company is an 80%-owned subsidiary of Emergent Group, Inc.
("Emergent"). The President and Executive Vice President of the Company, who are
also directors of the Company, each own 10% of the Company's common stock. The
Company has no periodic reporting obligation resulting solely from the issuance
of its common stock. The Company has incurred the obligation to file periodic
reports under Section 15(d) of the Act only as a result of its guarantee (the
"Guarantee") of Emergent's 10-3/4% Senior Notes, due 2004, Series B (the
"Notes"), which Notes and Guarantee, as well as the guarantees of 11 other
subsidiaries of Emergent, were registered with the Commission on Form S-4, filed
on November 3, 1997 (Commission File Number 333-39339).
The Commission, through prior no-action relief, has permitted
similarly-situated subsidiary guarantors to file abbreviated reports on Form
10-K pursuant to General Instruction I thereof so long as certain financial
information regarding such subsidiary guarantors is included in their parent's
periodic reports. Because of the unique minority ownership of the Company,
however,
Emergent and its subsidiary guarantors, including the Company, have respectfully
requested, in a no-action letter, that the Commission excuse the Company from
its obligation to file any individual periodic reports so long as certain
financial information regarding the Company is included in the periodic reports
of Emergent. The no-action request was received by the Commission on January 21,
1998.
Emergent and the Company expected to receive a reply to their request
prior to the filing deadline for the 10-K. The Company believes that there are
no investors who would be meaningfully protected by the filing of periodic
reports by the Company. The only minority shareholders of the Company are
officers and directors of the Company who already have access to even more
information about the Company than would be required to be included in the 10-K
and who would be responsible for the contents of the 10-K. Thus requiring the
Company to file a separate 10-K would not protect investors and would be unduly
burdensome on the Company and its minority shareholders. The Company believes
that investors in the Notes guaranteed by the Company will be adequately
protected by disclosure of the consolidated financial information of Emergent
and its subsidiaries, including the Company, in Emergent's 10-K and by
additional financial information about Emergent's subsidiaries, including the
Company, contained in Emergent's 10-K.
The Office of Chief Counsel of the Commission's Division of Corporate
Finance (the "Office of Chief Counsel") advised the Company's counsel in a
telephone conversation on March 16, 1998 that the Commission was unlikely to be
able to respond to the Company's request for no-action relief prior to the
filing deadline for the Company's 10-K. The Company thereafter began preparing
an abbreviated 10-K, following the guidance contained in prior no-action
letters, to be filed with the Commission; however, the Company was not
independently audited by outside accountants in fiscal year 1996, the first year
of the Company's existence. The Company is still gathering the historical data
for fiscal year 1996 necessary for the conduct of an independent audit for that
year. The Company did not prepare its 10-K prior to the above-mentioned
telephone conversation because it believed it would receive the requested relief
and because of the burden of preparing the 10-K. Because of the short time
period remaining after the above-mentioned telephone conversation before the
filing deadline for the 10-K, the Company could not file the 10-K by the
prescribed deadline without unreasonable effort or expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Eric K. Graben (corporate counsel) (864) 242-8290
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports under Section 13 or 15(d) or 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 the answer is no,
identify report(s).
|X| Yes [ ] No
(3) Is it anticipated that any significant change in results of
operation 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.
Sterling Lending Corporation
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date 3/27/98 By /s/ Kevin J. Mast
Kevin J. Mast, Vice President & Treasurer