UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
Washington, D.C. 20549 Expires: March 31, 2006
Estimated average burden
FORM 12b-25 hours per response...2.50
SEC FILE NUBMER
CUSIP NUMBER
NOTIFICATION OF LATE FILING
(Check One): [_] Form 10-K [_] Form 11-K [_] Form 20-F [X] Form 10-Q
[_] Form N-SAR [_] Form N-CSR
For Period Ended: August 31, 2003
[_] 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:
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
GRISTEDE'S FOODS, INC.
--------------------------------------------------------------------------------
Full Name of Registrant
--------------------------------------------------------------------------------
Former Name if Applicable
823 11th Avenue
--------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
New York, New York, 10019-3535
--------------------------------------------------------------------------------
City, State and Zip Code
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, Form 20-F, Form 11-K or Form N-SAR, or Form N-CSR,
[X] | or portion thereof will be filed on or before the 15th 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 why Forms 10-K, 11-K, 20-F 10-Q, N-SAR,
N-CSR or the transition report portion thereof could not be filed within the
prescribed time period. The Company has requested this extension to enable its
independent auditors to complete their review of the financial statements to be
included in the Form 10-Q for the quarter ended August 31, 2003.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Martin R. Bring (212) 278-1736
---------------------------------------------------------------------------
(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 the answer is
no, identify report(s).
[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?
[X] Yes [_] No
See Attachment A annexed hereto.
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.
GRISTEDE'S FOODS, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date October 16, 2003 By /s/ John A. Catsimatidis
------------------- ---------------------------------------------
John A. Catsimatidis, Chief Executive Officer
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
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange 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 0-3 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 or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
ATTACHMENT A
The Company's results of operations have been adversely impacted for the
quarter ended August 31, 2003 by non-cash charges the Company has taken as a
result of (a) a receivable owing to the Company by an affiliate being repaid in
full by another affiliate of the Company (but because of accounting standards
must be treated as a $1.6 million charge to operations offset by an equal
addition to paid in capital), and (b) the expensing of a portion of the costs
incurred by the Company in connection with its efforts to acquire Kings Super
Markets, Inc. In addition, the Company continued to be impacted by promotional
pricing associated with the opening of seven stores during the past twelve
months, as well as the Northeast blackout of August 14 and 15, 2003.
Consequently, the Company anticipates reporting a net loss of approximately
($3,500,000) for the third quarter of fiscal 2003, as compared to a net loss of
($777,000) for the third quarter of fiscal 2002.