UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 1-13226
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(Check One): [ ] Form 10-K and Form 10-KSB [X] Form 10-Q and Form 10-QSB
[ ] Form 20-F [ ] Form 11-K [ ] Form N-SAR
For Period Ended: September 26, 2001
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[ ] 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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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I-REGISTRANT INFORMATION
Phoenix Restaurant Group, Inc.
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(Full Name of Registrant)
1210 Briarville Road
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(Address of Principal Executive Office
(Street and Number))
Madison, Tennessee 37115
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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, 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 and Form 10-
KSB, 11-K, 20-F, 10-Q and Form 10-QSB, N-SAR, or other transition report or
portion thereof, could not be filed within the prescribed period.
Certain of the Registrant's creditors in Florida filed a petition for
involuntary bankruptcy under Chapter 7 of the U.S. Bankruptcy Code against
the Registrant. In cooperation with those creditors, the Registrant changed
the venue of that case to the U.S. Bankruptcy Court for the Middle District
of Tennessee in Nashville (the "Court"). In addition, the Registrant filed a
petition on October 31, 2001 with the Court to convert the Chapter 7 filing
to a voluntary Chapter 11 reorganization along with a motion to include
various subsidiaries of the Registrant in the reorganization. On November 1,
2001, the Court entered an order granting this conversion. Pursuant to
Chapter 11 of the U.S. Bankruptcy Code, the Registrant's existing directors
and officers will continue to oversee operation of the Registrant's and its
subsidiaries' businesses as a debtors-in-possession, subject to supervision
and orders of the Bankruptcy Court of matters outside the ordinary course of
business.
Issues arising in connection with these events (including a reduction in
staffing) have required the substantial attention and efforts of the
Registrant's management. Until the Registrant's ongoing resolution of these
issues is completed, the Registrant will be unable to finalize its financial
statements for the quarter ended September 26, 2001.
PART IV-OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Jeffrey M. Pate (615) 277-1234
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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. If 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 statement 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, if
appropriate, state the reasons why a reasonable estimate of the
results cannot be made.
Due to the ongoing nature of the Registrant's bankruptcy proceedings and
the expenses incurred in connection with preparation for that filing and
reclassifications and other write-offs and writedowns that may be required,
the Registrant anticipates a significant change in the results of operations
for the quarter ended September 26, 2001 as compared with the corresponding
period for the previous year. For the reasons that the Registrant is unable
to file its Quarterly Report on Form 10-Q at this time (See Part III above),
the Registrant also is unable to quantify the changes at this time.
Phoenix Restaurant Group, 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: November 14, 2001 By: /s/ Jeffrey M. Pate
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Jeffrey M. Pate, Chief Financial Officer,
Secretary and Senior Vice President