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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Commission File No. 0-11063 CUSIP No. None
NOTIFICATION OF LATE FILING
[X] Form 10-K and 10 KSB [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For the Period Ended December 31, 1997
Nothing in this Form shall be construed to imply that the Commission has
verified any information contained herein.
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PART I. Registration Information
Winthrop California Investors Limited Partnership
(Full Name of Registrant)
5 Cambridge Center, Cambridge, Massachusetts 02142
(Address of Principal Executive Office) (Zip Code)
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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 will be filed on or before the fifteenth
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.
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PART III. Narrative
An entity in which the registrant has an investment was unable to
complete its audited financial statements timely. In addition, as a result of
the operating partnership's reorganization in bankruptcy, the operating
partnership no longer controls the books and records of the underlying assets.
In this regard and as a result of the bankruptcy, it became apparent that it
would be in the Registrant's best interest to replace its independent auditors'
with the auditors' who perform the audit of the underlying assets. The
Registrant will file its 8-K to provide for the change in accountants timely.
Accordingly, the registrant was unable to obtain all necessary information to
prepare the annual report prior to its due date.
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PART IV. Other Information
(1) Name and telephone number of person in contact in regard to this
notification:
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David J. Heymann 516 681-3636
(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 the answer is no,
identify report(s).
YES [X] 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 [ ] NO [X]
Winthrop Residential Associates II, A Limited Partnership
(Name of registrant as specified in charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: April 1, 1998 By: Winthrop Financial Associates,
A Limited Partnership
Managing General Partner
By: /s/ Michael L. Ashner
Michael L. Ashner
Chief Executive Officer
