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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Commission File Number 1-6963
FORM 12b-25
NOTIFICATION OF LATE FILING
[ ] FORM 10-K [ ] FORM 11-K [ ] FORM 20-F [X] FORM 10-Q
For Period Ended: June 30, 1997
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 I - REGISTRANT INFORMATION
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Full Name of Registrant: Oriole Homes Corp.
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Former Name if Applicable:
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Address of Principal Executive Office
(Street and Number): 1690 S. Congress Avenue, Suite 200
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City, State and Zip Code: Delray Beach, Florida 33445
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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 reasonable 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 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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
On August 8, 1997, a proposed transaction, pursuant to which
BankAtlantic Bancorp, Inc. ("BankAtlantic") was to acquire a
controlling interest in the Company, was terminated. Prior to that
date, BankAtlantic had indicated that it desired that new management
oversee the preparation of the Company's Quarterly Report on Form
10-Q for the period ended June 30, 1997. The termination of the
transaction on August 8, 1997 left the Company with insufficient time
to compile the requisite financial and other information necessary to
complete the Company's Quarterly Report on Form 10-Q by August 14,
1997 without unreasonable effort or expense. This is primarily
because the Company has determined that it must conduct a revaluation
of its land inventory and certain investment assets in order to
calculate their net realizable value. The Company anticipates that
the revaluation will result in a significant write down in the value
of its assets. The Company expects to complete its analysis and file
its Quarterly Report on Form 10-Q by August 22, 1997.
Part IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Antonio Nunez 561 274-2000
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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 of 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
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(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.
Please refer to the Company's response to Part III above. Until the
revaluation described therein is completed, the Company is unable to
ascertain or estimate the amount of any change in results of
operations.
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Oriole Homes Corp.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: By:
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R.D. Levy, Chairman of the Board,
Chief Executive Officer
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 MISSTATEMENTS OR OMISSIONS 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.
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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.
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