UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB NUMBER: 3235-0058
Washington, D.C. 20549 Expires: May 31, 1997
Estimated average burden
FORM 12B-25 hours per response..2.50
NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-15647
CUSIP NUMBER
(Check One): X Form 10-K Form 20-F Form 11-K Form 10-Q Form N-SAR
[ ] 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
VMS Investors First-Staged Equity L.P. II
Full Name of Registrant
N/A
Former Name if Applicable
55 Beattie Place, PO Box 1089
Address of Principal Executive Office (Street and Number)
Greenville, SC 29602
City, State and Zip Code
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).
(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 prescribed due date; or
the subject
X 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 within
the prescribed time period.
On December 8, 1998, both of the registrant's properties were placed into
receivership due to nonpayment of monthly principal and interest payments on the
mortgage notes encumbering both properties. The Registrant's financial
statements for the year ended December 31, 1998 will be prepared on a
liquidation basis of accounting. Additional time is required to prepare these
financial statements and to appropriately estimate the costs to be incurred to
liquidate this Partnership.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Joan Christ (864) 239-1721
(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 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? 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.
A major tenant at one of the Registrant's properties vacated its space during
July, 1998. This primary tenant occupied approximately 76% of the total
leasable space. As of December 31, 1998, the Registrant has been unsuccessful
in re-leasing this space. As a result, the Registrant's total revenues for the
year ended December 31, 1998 decreased approximately $688,000 as compared to the
year ended December 31, 1997, which was offset by a slight decrease in total
expenses of approximately $65,000. Total expenses decreased primarily due to a
decrease in operating, general and administrative and property tax expenses, but
was largely offset by an increase in interest expense. Operating, general and
administrative and property tax expenses decreased primarily due to the decline
in occupancy. The increase in interest expense is primarily due to the accrual
of default interest and penalties upon the default of the Registrant's two
mortgage notes encumbering the properties.
VMS Investors First _ Staged Equity L.P. II
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 1999 By:
/s/Patrick J. Foye, Executive Vice
President and Director
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
INTERNATIONAL 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.
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).
