-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SKuaHEa+G4//fwy/i1j6O/q20zElJuM40Jvqzuyzfx1YQ4oakJTxlFCZvRGkUVFV A4MRVFb42sNvGfaUxt2vGA== 0000950149-97-000701.txt : 19970402 0000950149-97-000701.hdr.sgml : 19970402 ACCESSION NUMBER: 0000950149-97-000701 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970331 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA REAL ESTATE INVESTMENT TRUST CENTRAL INDEX KEY: 0000016387 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 946181186 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08063 FILM NUMBER: 97571935 BUSINESS ADDRESS: STREET 1: 131 STEWART STREET STREET 2: STE 200 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4159050288 MAIL ADDRESS: STREET 1: 131 STEWART STREET STREET 2: #200 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 NT 10-K 1 FORM 12B-25 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 1-8063 NOTIFICATION OF LATE FILING CUSIP NUMBER 133059107 (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For Period Ended: December 31, 1996 [ ] 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 ________________________________________________________________________________ Full Name of Registrant CALIFORNIA REAL ESTATE INVESTMENT TRUST ________________________________________________________________________________ Former Name if Applicable ________________________________________________________________________________ Address of Principal Executive Office (Street and Number) 131 Steuart Street, Suite 200 San Francisco, California 94105 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) (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 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 123b-25(c) has been attached if applicable. PART III - NARRATIVE State below in reasonable detail the reason why Form 10-K, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. The registrant was unable to file its Annual Report on Form 10-K within the time period prescribed for such report for the following reasons: 2 (a) In January 1997, the registrant's former parent sold its 6,959,593 common shares of beneficial interest in the Trust (approximately 76% of total number of outstanding shares) to the registrant's current controlling shareholder. In connection with the transfer of the 6,959,593 common shares, the board of trustees approved a new business plan, approved a preferred equity investment and increased the size of the board from five to seven trustees, appointed three new trustees and accepted the resignation of one then incumbent trustee associated with former parent. (b) The foregoing developments are expected to necessitate certain additional disclosure with regard to the registrant in Form 10-K and a proxy statement with respect to the shareholder approval of the preferred equity investment. Management of the registrant is currently preparing the necessary disclosure so that it can be better positioned to implement the new business plan as soon as practicable. (c) Significant time and attention of the registrant's new management have been devoted to assessing and coordinating the disclosure required to be made with regard to the foregoing developments in Form 10-K and the proxy statement. PART IV - OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification: Frank Morrow 415 905-0288 x11 ------------------ ------- ----------------- (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 ____________________________________________________________________________ (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. Attached as Exhibit A is a copy of Registrant's press release dated March 31, 1997 with respect to results of operations for the year ended December 31, 1996. ________________________________________________________________________________ CALIFORNIA REAL ESTATE INVESTMENT TRUST (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: March 31 , 1997 By: /s/ Frank A. Morrow --------------- ------------------------------------- Frank A. Morrow,Chairman of the Board 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 3 EXHIBIT A FOR IMMEDIATE RELEASE CONTACT: PEGGY WURTS (415) 905-0288 X13 CALIFORNIA REAL ESTATE INVESTMENT TRUST RELEASES YEAR END 1996 FINANCIAL RESULTS SAN FRANCISCO, MARCH 31, 1997---CALIFORNIA REAL ESTATE INVESTMENT TRUST (NYSE, PSE: CT) TODAY ANNOUNCED RESULTS OF OPERATIONS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996:
TWELVE MONTHS ENDED DECEMBER 31 1996 1995 ---- ---- IN THOUSANDS EXCEPT PER SHARE AMOUNTS ------------------------------------- OPERATING RESULTS: TOTAL REVENUES $ 3,155 $ 3,535 TOTAL EXPENSES $ 2,895 $ 3,098 INCOME FROM OPERATIONS $ 260 $ 437 GAIN ON FORECLOSURE OR SALE OF INVESTMENTS $ 1,069 $ 66 VALUATION LOSSES $ (1,743) $ (3,281) NET LOSS $ (414) $ (2,778) FUNDS FROM OPERATIONS* $ 324 $ 1,099 TOTAL ASSETS $ 30,036 $ 33,532 SHAREHOLDERS' EQUITY $ 24,471 $ 24,907 PER SHARE RESULTS: NET LOSS PER SHARE $ (0.05) $ (0.30) SHARES OUTSTANDING 9,137 9,137
* FUNDS FROM OPERATIONS (FFO) MEANS NET INCOME, EXCLUDING GAIN (LOSS) ON THE SALES OF PROPERTY, VALUATION LOSSES, EXTRAORDINARY ITEMS AND MINORITY INTEREST PLUS DEPRECIATION AND AMORTIZATION. FFO HERE WAS COMPUTED WITHOUT ADDING BACK AMORTIZATION OF DEFERRED FINANCING COSTS AND DEPRECIATION OF NON-RENTAL REAL ESTATE ASSETS. THE TRUST FURTHER ANNOUNCED THAT IT INTENDS TO FILE ITS ANNUAL REPORT ON FORM 10-K WITH THE SECURITIES AND EXCHANGE COMMISSION WITHIN THE NEXT 15 DAYS. -----END PRIVACY-ENHANCED MESSAGE-----