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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 1997
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[ ] 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 Attached Instruction Sheet 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.
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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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STARWOOD FINANCIAL TRUST
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Full Name of Registrant
ANGELES PARTICIPATING MORTGAGE TRUST
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Former Name if Applicable
THREE PICKWICK PLAZA, SUITE 250
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Address of Principal Executive Office (Street and Number)
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GREENWICH, CT 06830
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City, State and 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):
[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 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.
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PART III - NARRATIVE
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State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K, 10-
Q, N-SAR or the transition report or portion thereof could not be filed within
the prescribed period:
Pursuant to the approval by the majority of the Trust's Shareholders at the
March 13, 1998 shareholder meeting, on March 18, 1998 the Trust consummated
certain transactions which (i) significantly recapitalized the Trust, (ii)
expanded the capital resources of the Trust, (iii) changed the investment policy
of the Trust, (iv) provided for external management of the Trust under and
Advisory Agreement, and (v) amended and restated the Trust's stock option plan.
These transactions were all previously disclosed in the Trust's Definitive Proxy
Statement dated February 11, 1998.
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These transactions constitute material subsequent events to the Trust and affect
both its current financial position and future operations. Management of the
Trust currently is evaluating appropriate disclosures to be contained in the
annual report on Form 10-K as of and for the period ended December 31, 1997. As
a consequence, Management is currently unable to file such form within the
initial 90-day required filing period without unreasonable effort or expense.
Management anticipates filing such report on Form 10-K, complete with
appropriate disclosures on the ramifications of these transactions on the
Trust's financial position and future operations, within the allowed 15-day
extension period pursuant to Rule 12b-25.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification:
Jerome C. Silvey (203) 861-2100
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Chief Financial Officer and Secretary 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). [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.
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STARWOOD FINANCIAL TRUST
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has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 31, 1998 By Jerome C. Silvey
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Chief Financial Officer and Secretary
(Principal Financial and Accounting 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.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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