UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 1-584
Washington, D.C. 20549
Cusip Number
FORM 12b-25 315405100
NOTIFICATION OF LATE FILING
(Check One) X Form 10-K __ Form 20-F __ Form 11-K __ Form 10-Q __ Form N-SAR
__ Form N-CSR
For Period Ended: December 31, 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.
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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
FERRO CORPORATION
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Full Name of Registrant
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Former Name if Applicable
1000 LAKESIDE AVENUE
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Address of Principal Executive Office (STREET AND NUMBER)
CLEVELAND, OHIO 44114
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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 Form N-CSR,
| 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.
In its current report on Form 8-K dated January 18, 2005, the Company
announced it would be restating certain previously filed information,
including its quarterly report on Form 10-Q for the fiscal quarter
ended March 31, 2004 and its annual report on Form 10-K for the fiscal
year ended December 31, 2003. In its current report on Form 8-K dated
March 11, 2005, the Company announced that it expects to report the
final investigation findings in the near future. Accordingly, the
Company will not file its Annual Report on Form 10-K by the deadline
specified by the Commission, but it is endeavoring to complete the
restatement process and will file the amended forms as soon as is
practicable. However, because the restated information has not been
filed, the Company has not yet filed its quarterly report on Form 10-Q
for the fiscal periods ended June 30, 2004 and September 30, 2004.
Until that information is filed, the Company is unable to file its
Annual Report on Form 10-K for the fiscal period ended December 31,
2004.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Thomas M. Gannon (216) 641-8580
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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
1. The quarterly report on Form 10-Q for the period ended June 30,
2004.
2. The quarterly report on Form 10-Q for the period ended September 30,
2004.
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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:
The Company anticipates that the results of operations reported in the
Form 10-K for the fiscal year ended December 31, 2004, will be
significantly different from the results reported in the Company's 2003
Form 10-K and that the restated results for the year ended December 31,
2003, that will be stated in the 2004 Form 10-K will be significantly
different from the results previously reported in the 2003 Form 10-K.
At this time, however, pending completion of the independent
investigation and ongoing restatement process described above in Part
III, the Company cannot quantify with certainty the extent and nature
of those differences.
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FERRO CORPORATION
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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 March 16, 2005 By /s/ Thomas M. Gannon
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Thomas M. Gannon
Vice President and Chief Financial Officer