UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-K [X] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2003
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[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-K
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended:___________________
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
Full name of registrant Oneida Ltd.
Address of principal executive office 163-181 Kenwood Avenue
City, State and zip code Oneida, New York 13421-2829
PART II - RULE 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;
[X] (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 (15th)
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 (5th) 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, 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.
In May 2004, Oneida Ltd. began utilizing the services of Insero,
Kasperski, Ciaccia & Company, P.C., as independent auditor for the Oneida Ltd.
401(k) Savings Plan (the "Plan"). During the prior year, the results of which
are included in the Plan's Form 11-K for the year ended December 31, 2003,
PricewaterhouseCoopers, LLP acted as independent auditor of the Plan. The
Company has not yet received the consent of its former auditor,
PricewaterhouseCoopers, LLP, to the inclusion of their audit work for the Plan's
2002 year in the Plan's Form 11-K for the year ended December 31, 2003. Because
this consent has not yet been received, the Plan's Annual Report on Form 11-K
for the year ended December 31, 2003 could not be filed within the prescribed
time period. Oneida Ltd. could not eliminate this inability to file timely
without unreasonable expense or effort.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Gregg R. Denny (315) 361-3000
(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 the answer is
no, identify report(s).
[X] Yes [ ] No
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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?
[ ] Yes [X] 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.
ONEIDA LTD.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: June 28, 2004 By: /s/ GREGG R. DENNY
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Gregg R. Denny
Chief Financial Officer
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