<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 1-12246
(Check One): [x] Form 10-K [_] Form 11-K [_] Form 20-F [_] Form 10-Q [_]
[_] Form N-SAR
For Period Ended: December 31, 1998
-----------------------------------------------------------
[ ] 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.
- --------------------------------------------------------------------------------
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 National Golf Properties, Inc.
-------------------------------------------------------
Former name if applicable
-------------------------------------------------------
2951 28th Street, Suite 3001
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and number)
Santa Monica, California 90405
- --------------------------------------------------------------------------------
City, State and Zip Code
PART II
RULE 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.)
<TABLE>
<S> <C>
[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, Form 11-K or Form N-SAR, or portion thereof,
will be filed on or before the 15th 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.
</TABLE>
<PAGE>
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
Please see attachment.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
William C. Regan 310 664-4100
- --------------------------------------------------------------------------------
(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.
- --------------------------------------------------------------------------------
National Golf Properties, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date April 1, 1999 By /s/ James M. Stanich
--------------------------- ---------------------------------
James M. Stanich
President
<PAGE>
Attachment
----------
On March 31, 1999, the Registrant completed a complex transaction in
which it purchased fee interests in 16 golf course facilities and long-term
leasehold interests in four other golf course facilities for an aggregate
initial investment of approximately $184.3 million, including approximately $5.6
million in assumed liabilities. In connection with this acquisition, on the same
day, the Registrant entered into a new $300 million credit facility and borrowed
approximately $253.5 million to pay the purchase price in the acquisition and
repay all amounts outstanding under the Registrant's previous $100 million
credit facility, which has been terminated. These transactions required the
Registrant to devote substantial resources, including the attention of key
financial and operating personnel, to closing both the acquisition and financing
transactions. Moreover, the Registrant did not know when or if these
transactions actually would close, but knew that their completion or non-
completion would materially affect the description of the Registrant's business,
properties and liquidity and capital resources included in the Registrant's
annual report on Form 10-K. For these reasons, the Registrant was unable to
prepare and file its annual report on Form 10-K on a timely basis.
