(Check One):     ¨  Form 10-K     ¨  Form 20-F     ¨  Form 11-K     x  Form 10-Q     ¨  Form N-SAR     ¨  Form N-CSR		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 12b-25   NOTIFICATION OF LATE FILING		OMB APPROVAL
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				SEC FILE NUMBER 333-30332
				IRS ID 13-4098266 State of Incorporation Delaware

 

		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 Before (on back page) 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

 

NYMEX Holdings, Inc.

Full Name of Registrant

Former Name if Applicable

One North End Avenue, World Financial Center

Address of Principal Executive Office (Street and Number)

New York, New York 10282-1101

City, State and Zip Code

 

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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)

 

¨		(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, 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.

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PART III — NARRATIVE

 

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

NYMEX Holdings, Inc. (the “Company”) will delay the filing of its third quarter report on Form 10-Q, pending its review of its existing fixed asset inventory balances, which it has determined is necessary to ensure that its reported financial statements are materially correct.

 

This review was begun as part of the Company’s analysis of its internal controls and procedures as required by the Sarbanes-Oxley Act of 2002. During this process, the Company, which is the parent company of the New York Mercantile Exchange, Inc., identified a material weakness in its internal controls relating to the procedures governing the acquisition, tracking, and disposition of its fixed assets. The Company is in the process of completing its remediation, which will include automation of certain manual processes, new asset tagging procedures, and new controls over the disposition of assets.

 

The impact of this review on current and prior period financial statements has not yet been determined, and it is unclear whether a restatement of prior financial statements will be required. If a restatement is required, it could have a negative effect on the Company’s reported historical results. The Company and its audit committee have notified its independent auditors, KPMG LLP, of this matter and will work closely with them, as appropriate, in completing their review.

 

(Attach Extra Sheets if Needed)

 

 

PART IV— OTHER INFORMATION

 

(1)

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

 

Lewis A. Raibley, III		212		299-2285
(Name)		(Area Code)		(Telephone Number)

 

(2)

Have all other periodic reports 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).    þ  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?    ¨  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.

 

A reasonable estimate of the results cannot be made as indicated in Part III of this Form 12b-25.

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NYMEX Holdings, 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 10, 2004		By		/s/     Lewis A. Raibley, III

 

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 (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).