SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Nos. 0-9109
0-9110
NOTIFICATION OF LATE FILING
(Check One): [ X ] Form 10-K [ ] Form 11-K [ ] Form 20-F
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 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 registrants: Santa Anita Realty Enterprises, Inc.
Santa Anita Operating Company
Former name if applicable
Address of principal executive office (Street and number)
301 West Huntington Drive, Suite 405
City, State and Zip Code Arcadia, California 91066-6014
285 West Huntington Drive
Arcadia, California 91006-6014
PART II. RULE 12B-25 (B) AND (C)
If the subject report could not be filed without
unreasonable effort or expense and the registrants seek 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.
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.) See Attachment A.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification
Kathryn J. McMahon, Esq. (818) 574-6305
(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.
See Attachment B.
SANTA ANITA REALTY ENTERPRISES, INC.
SANTA ANITA OPERATING COMPANY
(Name of registrant as specified in its charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 28, 1996 By /s/ Brian L. Fleming
Name: Brian L. Fleming
Title: Executive Vice President
and Chief Financial Officer
SANTA ANITA REALTY ENTERPRISES, INC.
By /s/ Kathryn J. McMahon, Esq.
Name: Kathryn J. McMahon, Esq.
Title: Vice President and General
Counsel
SANTA ANITA OPERATING COMPANY
<PAGE>
ATTACHMENT A
The Registrants have received comments from the staff of the
Division of Corporation Finance regarding disclosures made in
Quarterly and Annual Reports in prior periods, and are engaged in
discussing such comments with the staff. The concerns of the
staff reflected in these comments involve several aspects of the
Registrants' businesses and the financial reporting therefor, and
the Registrants do not wish to file the 10-K until they are sure
that the Staff's concerns have been satisfied and the comments
can be appropriately reflected in the Annual Report. As a result
of the foregoing, the Registrants could not file their Form 10-K
within the prescribed period without unreasonable effort or
expense.
<PAGE>
ATTACHMENT B
Excluding non-recurring items, the Registrants' combined
income for 1996 was $7,920,000 or $.68 per share, compared to
$7,047,000, or $.63 per share, in 1995. After taking into
consideration several non-recurring charges and credits which
result principally from the strategic redirection of Santa Anita
Realty Enterprises, Inc., the Registrants reported combined net
income for the year ended December 31, 1996 of $540,000, or $.05
per share, compared to a combined net loss of $27,505,000 or
$2.45 per share, in 1995.
