COLONIAL PROPERTIES TRUST
NT 11-K, 1997-06-30
REAL ESTATE INVESTMENT TRUSTS
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                   U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                   FORM 12b-25 NOTIFICATION OF LATE FILING



[ ] Form  10-K or Form  10-KSB [ ] Form 20-F [X] Form 11-K [ ] Form 10-Q or Form
10-QSB [ ] Form N-SAR

      For Period Ended December 31, 1996

      [ ] Transition Report on Form 10-K or Form 10-KSB 
      [ ] Transition Report on Form 20-F 
      [ ] Transition Report on Form 11-K 
      [ ] Transition Report on Form 10-Q or Form 10-QSB 
      [ ] 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

Full Name of Registrant Colonial Properties Trust

Former Name If Applicable______________________________________

Address of Principal Executive Office (Street and Number)

2101 Sixth Avenue North, Suite 750

City, State and Zip Code Birmingham, Alabama 35023

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 or Form  10-KSB,  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 Form  10-QSB,  or portion  thereof
           will be filed on or  before  the fifth  calendar  day  following  the
           prescribed due date; and

     [x]  (c)     The accountant's statement or other exhibit required by the
           Rule 12b-25(c) has been attached if applicable.

Part III-Narrative

This  notification  of late  filing has been  filed due to a lack of  verifiable
support from the Plan's  trustee of a noncash,  balance sheet  adjustment to the
fair value of  investments  during the 1996 plan year.  The Plan's  trustee  has
indicated that verifiable support is forthcoming.

Part IV-Other Information

(1)   Name and telephone number of person to contact in regard to this
     notification.

     Eric Champion                  (205)             250-8753
     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).  YES

(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? 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.

                            Colonial Properties Trust

                 (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date  June 30, 1997            By   /s/ Douglas B. Nunnelley
- ----------------------              Douglas B. Nunnelley
                                    Secretary


<PAGE>


                             Exhibit to Form 12b-25





In accordance with the Securities and Exchange Commission Rule 12b-25(c), if the
filing of a 1934 Act report cannot be filed timely without  unreasonable  effort
or  expense  and it  relates  to the  inability  of any  person,  other than the
registrant,  to furnish any required opinion, report or certification,  the Form
12b-25  shall have  attached  as an exhibit a  statement  signed by such  person
stating the  specific  reasons why such person is unable to furnish the required
opinion,  report or  certification  on or before  the date such  report  must be
filed.  This page is such an exhibit.  The reason for the  notification  of late
filing of the Colonial  Properties  Trust 401(K) Profit  Sharing Plan (the Plan)
for the year ended  December  31, 1996 and the period from July 3, 1996 (date of
inception)  to December  31, 1995 to be filed on Form 11-K,  is explained in the
following paragraph.

Due to a lack of  verifiable  support  from the  Plan's  trustee  of a  noncash,
balance sheet  adjustment to the fair value of investments  during the 1996 plan
year,  we are  currently  not able to opine on the Plan's  financial  statements
referred to above.  The Plan's trustee has indicated that verifiable  support is
forthcoming.






                                                  /s/ Coopers & Lybrand L.L.P.
                                                    COOPERS & LYBRAND L.L.P.



Birmingham, Alabama
June 30, 1997






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