UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 0-12087
FORM 10-Q
FOR PERIOD ENDED: December 31, 1998
PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
265 Franklin Street, Boston, Massachusetts 02110
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-8118
-------------
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 Quarterly Report on Form 10-Q of Paine Webber Income Properties Five Limited
Partnership (the "Registrant") will not be completed by February 16, 1999, the
last day for a timely filing of such Quarterly Report for the quarter ended
December 31, 1998.
The Partnership has not yet filed its Annual Report on Form 10-K 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 on Form 10-K for the year ended September
30, 1998 and the Quarterly Report on Form 10-Q for the period ended December 31,
1998.
<PAGE>
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). |_| Yes |X| No
Annual Report on Form 10-K for the
year ended September 30, 1998.
(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.
PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP
-------------------------------------------------------
(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.
----------------------------------
Managing General Partner
Date: February 16, 1999 By: /s/ Walter V. Arnold
--------------------
Walter V. Arnold
Senior Vice President
and Chief Financial Officer
