UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE): /_/ Form 10-K /_/ Form 20-F /_/ Form 11-K /X/ Form 10-Q
/_/ Form N-SAR
For Period 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 Transition Period Ended:
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Read Instruction (On Back Page) 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.
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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:
PART I -- REGISTRANT INFORMATION
RELIANCE GROUP HOLDINGS, INC.
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Full Name of Registrant
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Former Name if Applicable
5 Hanover Square
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Address of Principal Executive Office (Street and Number)
New York, New York 10004
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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)
/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 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 of
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
/X/ (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 Forms 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.
Due to significant changes in registrant's operational (underwriting, claims),
corporate (systems, actuarial, financial), and organizational structure and
staffing, which have occurred within the last half of 2000 and early 2001 as a
result of its decision to discontinue its ongoing insurance business and
commence run-off operations, Registrant's accountants, Deloitte & Touche LLP,
have been unable to complete the work necessary to complete their audit for
fiscal year 2000. Until such audit is completed it will not be possible to
prepare a Form 10-Q for the quarterly period ended March 31, 2001.
(Attach Extra Sheets If Needed)
SEC 1344 (2-99)
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Paul W. Zeller (212) 858-6520
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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 10-K for the fiscal year ended December 31, 2000
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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.
See Attachment A
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RELIANCE GROUP HOLDINGS, 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 May 15, 2001 By /s/ George E. Bello
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INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Ex-change 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 O-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 amended 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).
Attachment A
RELIANCE GROUP HOLDINGS, INC.
Reliance Group Holdings, Inc. ("Registrant") expects to report a loss
for the first quarter of 2001. As of December 31, 2000, Registrant expects to
write off its investment in Registrant's Reliance Insurance subsidiary.
Consequently, Registrant's loss in the first quarter of 2001 is expected to be
approximately $30 million, reflecting primarily accrued interest on its
outstanding indebtedness and corporate overhead and not results at Registrant's
Reliance Insurance subsidiary. As previously reported, Registrant has defaulted
in the payment of interest and principal on its outstanding indebtedness.
With respect to results at Registrant's Reliance Insurance subsidiary,
excluding net investment income and realized gains on investments, Registrant's
Reliance Insurance subsidiary estimates an underwriting loss on a GAAP basis for
the first quarter of 2001 of $110 million to $150 million.
The foregoing figures are subject to the ongoing audit by Deloitte &
Touche LLP of fiscal year 2000. This audit may result in changes in these
estimated results.
[Letterhead of Deloitte & Touche LLP]
May 15, 2001
Mr. George E. Bello
Executive Vice President, Controller, and
Chief Accounting Officer
Reliance Group Holdings, Inc.
5 Hanover Square
New York, New York 10004
Dear Mr. Bello:
This is to confirm our advice to you that Deloitte & Touche LLP is
unable to complete the audit of the consolidated financial statements of
Reliance Group Holdings, Inc. and subsidiaries (the "Company") as of December
31, 2000 by May 14, 2001, the statutory due date and May 29, 2001, the statutory
extension date, respectively, for the filing with the Securities and Exchange
Commission, of the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001.
Yours truly,
/s/ Robert J. Bass