<PAGE>
+----------------+
| SEC FILE NUMBER|
| 0-11502 |
| |
+----------------+
+----------------+
| CUSIP NUMBER |
| |
+----------------+
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: September 30, 1997
---------------------
[_] 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
Boettcher Western Properties III Ltd.
- --------------------------------------------------------------------------------
Full Name of Registrant
- --------------------------------------------------------------------------------
Former Name if Applicable
77 West Wacker Drive
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Chicago, Illinois 60601
- --------------------------------------------------------------------------------
City, State and Zip Code
<PAGE>
- -------------------------------------------------------------------------------
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;
|
| (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
[X] | 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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed with the
prescribed time period. (Attach Extra Sheets if Needed)
Subsequent to the expiration of Boettcher Western Properties III Ltd.'s
(the "Partnership") 10-K reporting period, certain material events occurred with
regard to the petroleum contamination remediation at Venetian Square Shopping
Center (the "Property"). As the Property is the remaining asset of the
Partnership, the Partnership expects that the occurrence of these events will
necessitate significant changes in the Partnership's draft 10-K.
Specifically, on December 22, 1997, the Partnership received a "no further
action required concurrence" letter from the San Joaquin County Environmental
Health Division (the "Closure Letter") which indicates that no further
environmental remediation action would be required from the Partnership with
regard to the Property. The Partnership is in the process of verifying this
conclusion and the appropriateness of certain related financial reserves.
Additionally, the Closure Letter significantly changes disclosure in Items
1, 2, 6, and 7 of the Partnership's 10-K.
Due to the fact that the Partnership received the Closure Letter, seven
days prior to its 10-K reporting deadline, the Partnership could not, without
unreasonable effort and expense, update its draft 10-K in a manner sufficient to
meet both its disclosure obligations and the filing deadline. The Partnership's
ability to timely file its 10-K was further hindered because a national holiday
resulted in the unavailability of certain persons participating in the
preparation of the 10-K. The unavailability of these persons could not be
avoided, without unreasonable effort and expense, because the Closure Letter
arrived just prior to the holiday and the 10-K reporting deadline.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Debbie Hickey 312 574-5383
---------------------------- -------------- -------------------------
(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 changes 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
<PAGE>
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.
- ------------------------------------------------------------------------------
Boettcher Western Properties III Ltd.
-----------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date 12/29/97 By /s/ Thomas M. Mansheim
------------------------------ --------------------------------------
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.
+----------------------------------ATTENTION-----------------------------------+
| Intentional misstatatements or ommission of fact |
| constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
+------------------------------------------------------------------------------+
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 amended 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 of Regulation S-T 232.201 or 232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T 232.13(b) of this chapter).
