UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER:
1-11998
CUSIP NUMBER
301953 10 S
(Check One):
(X) Form 10-K ( ) Form 20-F ( ) Form 11-K ( ) Form 10-Q ( ) Form N-SAR
For Period Ended: December 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:
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: N/A
PART I - Registrant Information
FAC REALTY TRUST, INC.
Full Name of Registrant
CARY, NORTH CAROLINA 27511
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)
The Registrant hereby represents that:
(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 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.
PART III - Narrative
[State below in reasonable detail the reasons why 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.]
<PAGE>
The Registrant recently entered into agreements to (i) sell approximate 21
million shares of its Common Stock to Prometheus Southeast Retail LLC for $200
million (the "Prometheus Investment") and (ii) purchase approximately $100
million of community shopping centers from entities affiliated with Konover
South & Associates ( the "Konover Transaction" and together with the Prometheus
Investment, the "Transactions"). Collectively, the Transactions will increase
the Registrant's market capitalization by 76%.
The agreements regarding the Prometheus Investment and the Konover
Transaction were entered into on February 24, 1998. The initial closing of the
Prometheus Investment was dated as of March 23, 1998 but involved extensive
negotiation, due diligence and documentation through March 26, 1998.
The Transactions are watershed events in the history of the Registrant and
required the full attention of its officers. As a result, the Registrant's Form
10-K could not be filed within the prescribed period without unreasonable
effort and expense.
PART IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Patrick M. Miniutti (919) 462-8787
(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 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.
FAC REALTY TRUST, INC. has caused this notification to be signed on its behalf
of the undersigned thereunto duly authorized.
Date: By: /s/ Patrick M. Miniutti
March 31, 1998 Chief Financial Officer and
Executive Vice President
<PAGE>
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 the 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 notification 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.
