UNITED STATES
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, 1995
-----------------------------------
[ ] 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:
--------------------
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
-------------------------------------------------------------------------
SB Partners
-------------------------------------------------------------------------
Full Name of Registrant
-------------------------------------------------------------------------
Former Name if Applicable
666 Fifth Avenue
-------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
New York, New York 10103
-------------------------------------------------------------------------
City, State and Zip Code
<PAGE>
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, 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
The Registrant requires additional information which is not yet available
in order to file a complete and accurate annual report on Form 10-K. The
Registrant expects the information to be available with sufficient time to
file the Form 10-K before April 15, 1996.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
George N. Tietjen III 212 408-2900
------------------------- ----------- ------------------
(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 reports) 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? 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.
-------------------------------------------------------------------------
<PAGE>
SB Partners
----------------------------------------------------------
(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 29, 1996 By /S/ George N. Tietjen III
--------------------------- ---------------------------------
George N. Tietjen III,
Vice President of General Partner
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other 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.
