SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number: 1-11785
NOTIFICATION OF LATE FILING
[ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: September 30, 1998
____ Transition Report on Form 10-K ____ Transition Report on Form 10-Q
____ Transition Report on Form 20-F ____ Transition Report on Form N-SAR
____ Transition Report on Form 11-K
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
PART I
REGISTRANT INFORMATION
Full name of registrant: Southern Pacific Funding Corporation
Address of principal executive office (Street and number):
One Centerpointe Drive, Suite 551, Lake Oswego, Oregon 97035
PART II
RULE 12B-25(B) AND (C)
The subject report could not be filed without unreasonable effort or expense and
the registrant seeks relief pursuant to Rule 12b-25(b).
(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 quarterly report on Form 10-Q will be filed on
or before the fifth calendar day following the prescribed due
date; and
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(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
The registrant filed a petition for reorganization relief under Chapter 11 of
the Bankruptcy Code on October 1, 1998. The registrant has ceased operating and
is working to develop a plan for orderly liquidation of its assets. A report on
Form 10-Q for the quarter ended September 30, 1998, cannot be filed by the
registrant without undue hardship because the registrant does not have the
personnel and other resources required to prepare separate periodic reports
under the Securities Exchange Act of 1934. In addition, the expenditure of
significant financial resources for preparation of such reports would further
reduce amounts available for distribution to the registrant's creditors and
shareholders under its liquidation plan. Such costs, both internal and external,
are expected to total at least $45,000 each quarter and would be substantially
higher in connection with a Form 10-K. Furthermore, as the registrant has ceased
substantial business operations, much of the information required to be
presented in Form 10-Qs and 10-Ks is irrelevant to the registrant. Consequently,
on November 10, 1998, the registrant requested relief from the Commission's
Division of Corporation Finance from filing Form 10-Qs and 10-Ks and in lieu
thereof to file the monthly financial reports filed with the Bankruptcy Court
pursuant to the Bankruptcy Code under cover of Form 8-K.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Wendy Beth Oliver (503) 684-6316
(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?
[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.
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It is expected that the earnings statements included in the Form 10-Q for the
quarter ended September 30, 1998, if required to be filed, will reflect
significantly lower net income compared to the corresponding prior year period
as a result of the bankruptcy case commenced on October 1, 1998, and the
financial difficulties experienced by the registrant prior thereto. Due to the
reduced financial and human resources of the registrant, an earnings statement
for the 1998 third quarter has not been prepared to date.
Southern Pacific Funding Corporation has caused this notification to be signed
on its behalf by the undersigned thereunto duly authorized.
Date: November 17, 1998 By: /s/ Timothy Breedlove
---------------------------
Timothy Breedlove
Chief Financial Officer
ATTENTION: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
