<PAGE> 1
OMB APPROVAL
OMB Number: 3235-0058
Expires: May 31, 1997
Estimated average burden
hours per response....2.50
SEC FILE NUMBER
33-44654-C
CUSIP NUMBER
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: March 31, 1997
--------------------------
[ ] 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
- --------------------------------------------------------------------------------
Full Name of Registrant
Captec Franchise Capital Partners L.P. II
- --------------------------------------------------------------------------------
Former Name if Applicable
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
24 Frank Lloyd Wright Drive, Lobby L, 4th Floor, P.O. Box 544, Ann Arbor, MI
48106-0544
- --------------------------------------------------------------------------------
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
[X] 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 the 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.
THE ACCOUNTING STAFF OF REGISTRANT HAS NOT COMPLETED ITS REVIEW OF FINANCIAL
RECORDS OF REGISTRANT NECESSARY TO COMPLETE THE FINANCIAL STATEMENTS.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/94)
<PAGE> 2
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Maureen Giammara (313) 994-5505
--------------------------------------- ----------- ---------------------
(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? [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.
The Partnership was liquidated during the quarter as stated in the
"Subsequent Events" portion of the annual 10K for the year ended 12/31/96.
The final accounting for the sale is in process.
---------------------------------------------------------------------------
Captec Franchise Capital Partners 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 May 14, 1997 By /s/ W. Ross Martin
--------------------------- -----------------------------------------
W. Ross Martin, Sr. Vice President & CFO
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
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 amendment 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 (Section 232.201 or Section 232.202 of this chapter)
or apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T (Section 232.13(b) of this chapter).
