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, 1998
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
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Winthrop California Investors Limited Partnership
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(Full Name of Registrant)
5 Cambridge Center, 9th Floor, Cambridge, Massachusetts 02142
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(Address of Principal Executive Office) (Zip Code)
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PART II. Rules 12b-25(b) and (c)
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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.)
(a) The reasons described in reasonable detail in Part III of this
Form could not be eliminated without reasonable effort or
expense;
[X] (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
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As a result of the bankruptcy of the Operating Partnership, the
Registrant no longer has control of the Operating Partnership. Due to a dispute
with the entity controlling the Operating Partnership, the Registrant has not
been provided with, nor has it been granted access to, such information
regarding the Operating Partnership to enable it to complete its audited
financial statements. The Registrant brought an action seeking access to the
books and records of the Operating Partnership necessary to complete its
financial audit. However, this action was denied. As such, the Registrant is
uncertain as to when, if ever, it will be able to obtain sufficient data to
prepare its financial statements.
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PART IV. Other Information
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(1) Name and telephone number of person in contact in regard to this
notification:
David J. Heymann 516 681-3636
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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 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 California Investors Limited Partnership
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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: April 1, 1999 Winthrop California Investors Limited Partnership
By: Winthrop Financial Associates,
a Limited Partnership
Managing General Partner
By: /s/ Michael L. Ashner
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Michael L. Ashner,
Chief Executive Officer
