Form 12b-25
Form l2b-25 is proposed to be amended. See below.
[Adopted in Release No. 34-10707 (79,728), effective June 3, 1974, 39 F.R.
12861; amended in Release No. 34-16718 (82,487), effective May 8, 1980, 45
F.R. 23651; amended in Release No. 34-21633 ( 83,725), effective April
30,1985, 50 F.R. 1442; Release No. 34-26589 ( 72,435), effective April 12,
1989, 54 F.R. 10306; Release No. 34-30968 (72,439), effective August 13,1992,
57 FR 36442; Release No. 34-31905 (85,111), effective April 26, 1993,58 FR
14628; and Release No. 34-35l13 (85,475), effective January 30,
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING 811-07943
(Check One):
[ ] Form 10-K and Form 10-KSB
[ ] Form 20-F
[ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB
[X] Form N-SAR
For Period Ended: 2/28/97
[ ] Transition Report on Form 1O-K
[ ] Transition Report on Form 2O-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[X] Transition Report on Form N-SAR
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall he 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 1-Registrant Information
Full Name of Registrant: Nuveen Flagship Multistate Trust III
Former Name if Applicable: NONE
Address of Principal Executive Office: 333 West Wacker Drive
Chicago, IL 60606
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) [ 23,047],
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, 1l-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 l0-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and [Amended in Release No. 34-26589 ( 72,435),
effective April 12,1989, 54 F.R. 10306.]
[N/A] (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 Form 10-K and Form 1O-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period. [Amended in Release
No. 34-26589 ( 72,435), effective April 12,1989,54 F.R. 10306; and Release
No. 34-30968 ( 72,439), effective August 13,1992, 57 FR 36442.]
The John Nuveen Company acquired Flagship Resources, Inc. effective January
1, 1997. The integration of the Nuveen and Flagship families of mutual funds
into one fund group required extensive restructuring of the various mutual
funds into appropriate "regionalized" units (consisting of several
Massachusetts business trusts to facilitate focused prospectus configuration
and shareholder communications. This restructuring became effective February
1, 1997. As part of this restructuring it was deemed necessa
scal year ends among the mutual funds within the trusts. This restructuring
complicated the N-SAR filing process and required assistance from our legal
staff as well as the SEC. As a result, additional time was needed to file
the reports.
Part IV-Other Information
(1) Name and telephone number of persons to contact in regard to this
notification
Darlene Cramer (312) 917-7977
Michael Piszczek (312) 917-7706
(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 preceeding 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?
[ ]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.
(Name of Registrant as specified in charter) has caused this notification to
be signed on its behalf by the undersigned thereunto duly authorized.
Date 7/31/97 c/f/ Gifford Zimmerman
By Gifford Zimmerman
Vice President
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).
