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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:
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(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
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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 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
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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
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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:
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED DECEMBER 31
1996 1995
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IN THOUSANDS EXCEPT PER SHARE AMOUNTS
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<S> <C> <C>
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
</TABLE>
* 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.
