SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 333-16867
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(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, 2001
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[ ] 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:
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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:
PART I
REGISTRANT INFORMATION
Outsourcing Solutions Inc.
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Full Name of Registrant
390 South Woods Mill Road, Suite 350
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Address of principal executive offices
Chesterfield, Missouri 63017
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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;
[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, 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, 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 time period. (Attach extra sheets if needed).
As Outsourcing Solutions Inc. (the "Company") previously announced in its
Form 8-K filed with the Securities Exchange Commission (the "Commission") on
March 21, 2002, during the annual audit of the Company's financial statements by
its independent auditors, it became aware of inaccurate financial reporting of
certain transactions by one of the Company's subsidiaries, North Shore Agency,
Inc. The Company has commenced an inquiry into these issues under the direction
of the Audit and Compliance Committee of the Company's Board of Directors, with
the assistance of outside legal advisors and accounting consultants.
Based on the preliminary results of that inquiry, the Company believes that
it will be necessary for it to restate its financial results for the third
quarter of 2001. The Company preliminarily estimates that the restatement will
increase revenue for the third quarter by $1.2 million and increase operating
expenses by $9.4 million, resulting in a decrease of income before income taxes
for the third quarter by $8.2 million. In its Quarterly Report on Form 10-Q for
the period ended September 30, 2001, filed with Commission on November 14, 2001,
the Company reported third quarter revenue of $151.0 million and third quarter
income before income taxes of $0.1 million. The Company anticipates a similar
impact on its fourth quarter 2001 financial results. The restatement will not
affect reported cash flow.
As a result of the inquiry, the Company has been delayed in completing the
financial statements to be included in its Form 10-K for the year ended December
31, 2001 (the "Form 10-K") and the Company's independent accountants have not
been able to complete their audit of such financial statements.
The Form 10-K will be filed as soon as reasonably practicable.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Gary L. Weller (314) 576-0022
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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? [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? [ ] 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.
Outsourcing Solutions 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: April 1, 2002 By: /s/ Gary L. Weller
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Gary L. Weller, Executive Vice President and
Chief Financial Officer