UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 001-12515
Washington, D.C. 20549
Cusip Number
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: September 30, 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 the 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:
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PART I - REGISTRANT INFORMATION
OM Group, Inc.
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Full Name of Registrant
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Former Name if Applicable
127 Public Square, 1500 Key Tower
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Address of Principal Executive Office (STREET AND NUMBER)
Cleveland, OH 441144-1221
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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 appropriate box)
X (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, 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 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
__ (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, 11-K, 20-F,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
with the prescribed time period.
During the three months ended September 30, 2003, the Company completed the sale
of its Precious Metals Business for cash proceeds of $814 million. This business
had comprised two of the Company's three reportable segments--Precious Metals
Chemistry and Metal Management--and accounted for approximately 85% of net sales
in 2002 and 44% of total assets as of December 31, 2002. In addition, during the
third quarter of 2003 the Company completed its restructuring program that
commenced in the fourth quarter of 2002 and recorded restructuring and other
charges in the period related to its continuing operations. As a result of these
significant events, the finalization of the quarterly financial statements is
taking longer than expected and the Company needs additional time to complete
the Form 10-Q for its 2003 third quarter. The Company intends to file the Form
10-Q on or before November 19, 2003.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Thomas R. Miklich 216 781-0083
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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 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:
As a result of the sale of the Precious Metals Business, the continuing
operations of the Company have been significantly changed compared to
the third quarter of 2002. Please see the narrative under Part III.
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OM 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 17, 2003 By /s/ Thomas R. Miklich
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