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SEC FILE NUMBER
0-11502
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CUSIP NUMBER
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(CHECK One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [x] Form 10-Q [ ] Form N-SAR
<S> <C> <C> <C> <C> <C>
For Period Ended: December 31, 1997
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[ ] 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 From N-SAR
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For the Transition Period Ended:
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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:
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PART 1 - REGISTRANT INFORMATION
Boettcher Western Properties III Ltd.
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Full Name of Registrant
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Former Name if Applicable
77 West Wacker Drive
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Address of Principal Executive Office (Street and Number)
Chicago, Illinois 60601
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City, State and Zip Code
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PART II - RULES 12b-25(b) (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. (Attach Extra Sheets if Needed).
Subsequent to the expiration of Boettcher Western Properties III Ltd.'s (the
"Partnership") 10-Q reporting period, certain material events occurred with
regard to the proposed sale of Venetian Square Shopping Center (the "Property").
As the Property is the sole remaining asset of the Partnership, the Partnership
expects that the occurrence of these events will necessitate significant changes
in the Partnership's 10-Q for the fiscal quarter ended December 31, 1997.
The Partnership is concluding negotiations to consummate the sale of the
Property. On January 9, 1998 the Managing General Partner obtained a verbal
extension of the mortgage financing of the Partnership's first mortgage secured
by the Property.
On February 6, 1998, the Partnership entered into a Second Amendment to the
Purchase Agreement and Assignment and Assumption pursuant to which the original
purchaser assigned its rights and obligations under the original purchase and
sale agreement, as amended, to a new purchaser. The new purchaser made an
additional earnest money deposit of $90,000 and the purchase price of the
Property was reduced by $300,000, and the sales commission was reduced by 4%.
The sale is currently scheduled to close on February 13, 1998.
Due to the fact that the Partnership is involved in ongoing closing procedures
up to the date of its 10-Q filing deadline, the Partnership could not, without
unreasonable effort and expense, update its 10-Q in a manner sufficient to meet
both its disclosure obligations and the filing deadline.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Debbie Hickey 312 574-5383
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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 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.
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Boettcher Western Properties III Ltd.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date 2/13/98 By /s/ Thomas M. Mansheim
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Treasurer, BPL Holdings, Inc.
(Principal Financial and Accounting Officer
of the Partnership)
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.
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-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 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 amendment 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 or Regulation S-T or apply for an adjustment in filing date
pursuant to Rule 13(b) or Regulation S-T.
