Notification of Late Filing

(Check One):

    ¨  Form 10-K

    ¨  Form 20-F

    ¨  Form 11-K

    x  Form 10-Q

    ¨  Form N-SAR

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

  

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SEC FILE NUMBER

    000-24180

CUSIP NUMBER

    74756M102

 

    For Period Ended: September 30, 2004
    ¨  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 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.

 

 

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

 

 

Quality Distribution, Inc.

_____________________________________________________________________________________________

Full Name of Registrant

 

_____________________________________________________________________________________________

Former Name if Applicable

 

3802 Corporex Park Drive

_____________________________________________________________________________________________

Address of Principal Executive Office (Street and Number)

 

Tampa, Florida 33619

_____________________________________________________________________________________________

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 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 Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)

 

On September 9, 2004, Quality Distribution, Inc. (the “Company”) issued a press release disclosing that Samuel M. Hensley submitted his resignation as Senior Vice President and Chief Financial Officer of the Company and the appointment of Richard B. Marchese, a member of the board of directors of the Company, as Interim Senior Vice President and Chief Financial Officer.

 

The resignation of Mr. Hensley and other changes in senior accounting positions has increased the amount of time required to perform the control procedures and develop financial information necessary to assure the accuracy and completeness of the information required to be included in the Quarterly Report on From 10-Q for the period needed September 30, 2004. As a result, the Quarterly Report could not be filed within the prescribed time period.

 

 

PART IV — OTHER INFORMATION

 

(1)   Name and telephone number of person to contact in regard to this notification

 

Robert J. Millstone

____________________________________

(Name)

     

(813)

_____________________

(Area Code)

   

569-7360

_________________________________

(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).    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

 

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.

 

On September 22, 2004, the Company filed a Current Report on Form 8-K which included, among other things, a restatement of results of operations for the nine months ended September 30, 2003. On November 15, 2004, the Company issued a news release announcing its estimated financial results of the three and nine month period ended September 30, 2004. The Company’s news release reflects any previously unannounced significant changes in results of operations. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.

 

Quality Distribution, Inc.

_____________________________________________________________________________________________

(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 15, 2004   By   

/s/ Richard B. Marchese

    Name:    Richard B. Marchese
    Title:    Interim Senior Vice President, Chief Financial Officer and duly authorized representative of the registrant

 

INSTRUCTION: The form may be signed by an executive officer of the registrant of 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

 

International 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 (17 CFR 240.12b-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 (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this Chapter).