FORM 12b-25 NOTIFICATION OF LATE FILING
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Check One): [ ] Form 10-K [ ] Form 20-F [x] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: September 30, 1996
------------------
[ ] 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
Commissions 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 1--REGISTRANT INFORMATION (Official Text)
Full Name of Registrant:
Walden Residential Properties, Inc.
-----------------------------------
Former Name if Applicable:
N/A
-----------------------------------
Address of Principal Executive Office (Street and Number):
One Lincoln Centre, 5400 LBJ Freeway, Suite 400
-----------------------------------------------
City, State and Zip Code:
Dallas, Texas 75240
-------------------
PART II--Rules 12b-25(b) AND (c) (Official Text)
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;
(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 (Official Text)
State below in reasonable detail the reasons why the Form 10-K,
11-K, 10-Q, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
The Registrant was unable to file Form 11-K because the
-------------------------------------------------------
required information is not available.
-------------------------------------------------------
PART IV--OTHER INFORMATION (Official Text)
(1) Name and telephone number of person to contact in regard
to this notification.
Mark S. Dillinger 972 788-0510
----------------- ----------- ------------------
(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 statement 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.
Walden Residential Properties, Inc.
--------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date April 1, 1997
-------------
By /s/ Mark S. Dillinger
---------------------
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)
Exhibit 99.1
[DELOITTE & TOUCHE LLP LETTERHEAD]
March 31, 1997
Walden Residential Properties, Inc. 401(k) Plan
One Lincoln Centre
5400 LBJ Freeway, Suite 400
Dallas, Texas 75240
Dear Sirs/Madams:
We have reviewed the Form 12b-25 of Walden Residential Properties,
Inc. 401(k) Plan (formerly known as WDN Management Company 401(k)
Plan) (the "Plan") dated March 31, 1997, requesting an extension of
time to file the annual audited report required under the
Securities Exchange Act of 1934. We agree with the reasons for the
extension request which are due to difficulties in obtaining the
financial information from the Plan recordkeeper.
Our audit of the financial statements of the Plan for the plan year
ended September 30, 1996, in accordance with generally accepted
auditing standards, is currently in progress; however, because
required information is not available we have not been able to
complete our audit. The procedures that we have performed do not
constitute all of the procedures necessary to express an opinion on
the financial statements of the Plan as required by generally
accepted auditing standards. As such, we are unable to express an
opinion on the Plan's financial statements included in the annual
report on Form 11-K by the prescribed due date.
Yours truly,
/s/ Deloitte & Touche LLP
- --------------------------
DELOITTE & TOUCHE LLP
