UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 0-12087
FORM 10-K
FOR PERIOD ENDED: September 30, 1998
PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
265 Franklin Street, Boston, Massachusetts 02110
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-8118
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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)
|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, 11-K, 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 of 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 the 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 Annual Report on Form 10-K of Paine Webber Income Properties Five Limited
Partnership (the "Registrant") will not be completed by December 29, 1998, the
last day for a timely filing of such Annual Report for the year ended September
30, 1998.
The inability of the registrant to file its Annual Report at this date arises
because of the inability to finalize the independent audit of two of the
Partnership's significant subsidiaries (Greenbrier Associates and Seven Trails
West Associates). The audit of these joint ventures is being held up by the
failure of the Partnership's co-venture partner to sign a standard audit
representation letter. The co-venturer has withheld this signature pending a
resolution of a dispute with the Partnership. Every effort has been and will
continue to be made to resolve this dispute, which will have no material effect
on the Partnership's financial statements, so that the Partnership can file its
Annual Report. The Form 10-K for the year ended September 30, 1998 is expected
to be filed on or before January 13, 1999, in accordance with Rule 12b-25(b).
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Thomas W. Boland (617) 439-8138
(2) Have all other periodic
reports under Section 13 or
15(e) 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 reports) been
filed? If 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
PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP
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(Name of registrant as specified in its charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
By:Fifth Income Properties Fund, Inc.
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Managing General Partner
Date: December 29, 1998 By: /s/ Walter V. Arnold
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Walter V. Arnold
Senior Vice President
and Chief Financial Officer
