SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
000-23529
(Check One): [ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q
For Period Ended: June 30, 1998
-------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on From 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
The Willowbridge Fund, L.P.
Full Name of Registrant
_________________________________
Former Name if Applicable
4 Benedek Road
Address of Principal Executive Office (Street and Number)
Princeton, New Jresey 08540
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)
|X| (a) The reasons described in reasonable detail in
Part III of this form could not be eliminated
without unreasonable effort or expense;
|X| (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 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.
(Attach Extra Sheets if Needed)
SEC 1344 (6/94)
The registrant has not been able to complete timely Management's Discussion
and Analysis of Financial Condition and Results.
<PAGE>
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Robert L. Lerner 609 921-0717
(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 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 |X| 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.
The Willowbridge Fund, L.P.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date August 14, 1998 By /s/ Robert L. Lerner
--------------------------------- ---------------------------
Robert L. Lerner
President
INSTRUCTIONS: 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.
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
(ss.232.201 or ss.232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(ss.232.13(b) of this chapter).
