PLYMOUTH COMMERCIAL MORTGAGE FUND
NTN 10Q, 1997-01-13
LOAN BROKERS
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<PAGE>   1

                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

                                 FORM 12b-25

                                              Commission File Number: 0-21443 
                                                                      -------

                         NOTIFICATION OF LATE FILING

  (Check One): / / Form 10-K    / / Form 11-K    / / Form 20-F    /X/ Form 10-Q

              / /  Form N-SAR

For Period Ended:        September 30, 1996
                 --------------------------------------------------------------



/  /  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: 
                                 ----------------------------------------------


     Read attached instruction sheet 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:   Plymouth Commercial Mortgage Fund
                        -------------------------------------------------------

Former name, if applicable:

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Address of principal executive office (Street and number):

c/o Greystone Advisers, Inc. / 13333 Blanco Road, Suite 314
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City, State and Zip Code: San Antonio, Texas 78216-7756
                         ------------------------------------------------------



                      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 appropriate box.)

/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, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
     before the 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 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.


<PAGE>   2
                             PART III.  NARRATIVE

        State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.  (Attach extra sheets if needed.)

        The registrant is an investment company which has elected to be
regulated as a business development company under the Investment Company Act of
1940 (File No. 814-129) and has registered a class of its equity securities
under the Securities Exchange Act of 1934 (the "1934 Act") solely as a
condition of making such election.  There is no trading market for these
securities, which were issued in reliance on the private placement exemption of
Section 4(2) of the Securities Act of 1933.

        The registrant is a small company with no employees which relies
generally on the personnel of its investment adviser and specifically on
certain outside accounting professionals for the preparation of its financial
statements.  Due to the complexity of a report on Form 10-Q and the
unfamiliarity of the registrant, as a first-time filer of such report, with its
required content and format, its preparation had not been completed by the due
date set forth in the final sentence of Rule 13a-13(a) under the 1934 Act. 
In particular, the individuals associated with the registrant's outside
accounting firm on which the investment adviser typically relies for assistance
in preparing financial statements were unavailable during the final few days of
the period prescribed for filing the registrant's first report on Form 10-Q. 
Therefore, the registrant's unaudited financial statements for the quarter
ended September 30, 1996, were not finalized as of the due date of
January 10, 1997, which is 45 days following the effective date of the 
registration statement on Form 10 filed by the registrant pursuant to 
Section 12(g) of the 1934 Act on September 27, 1996.



<PAGE>   3
                         PART IV. OTHER INFORMATION


     (1) Name and telephone number of person to contact in regard to this
notification:

John C. Mosher                          (210)                     493-3971
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     (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 preceding 12 months or for such shorter period that the
registrant was required to file such report 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.

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------



                      Plymouth Commercial Mortgage Fund
- -------------------------------------------------------------------------------
                (Name of registrant as specified in charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date January 13, 1996      By  /s/ John C. Mosher
    --------------------   ----------------------------------------------------
                               John C. Mosher
                               Vice President and Chief Financial Officer

          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 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 the 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 or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.



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