U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
COMMISSION FILE NUMBERS 0-262072 and 814-00157
[ ] Form 10-K and [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q and[ ] Form N-SAR
Form 10-KSB Form 10-QSB
For Period Ended: SEPTEMBER 30, 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:
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: ALL ITEMS OF THE FORM
10-Q.
PART I - REGISTRANT INFORMATION
Full Name of Registrant
WALNUT FINANCIAL SERVICES, INC.
Address of Principal Executive Office
8000 TOWERS CRESCENT DRIVE, SUITE 1070, VIENNA, VIRGINIA 22182
<PAGE>
PART II - RULES 12B-15(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; [X]
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 10-KSB, 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; [X] 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 and Form 10-KSB, 20-
F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
On October 15, 1997, the Company and certain of its subsidiaries (Walnut
Capital Corp., Universal Bridge Fund, Inc. and Walnut Funds, Inc.)
elected to be regulated as business development companies ("BDCs") as
provided by the Investment Company Act of 1940, as amended (the "1940
Act"). The Company inadvertently became subject to the requirements of
the 1940 Act as a result of the business combination between the Company
and Walnut Capital Corp., a then privately held Small Business
Investment Company managed by members of the Company's current
management, consummated in February, 1995. From and after such business
combination, the Company had relied on the one-year safe harbor
exemption provided by Rule 3a-2 under the 1940 Act from the
registration, filing and operating requirements imposed by the 1940 Act.
The Company's one-year exemption period expired on February 27, 1996 and
from such date the Company may be deemed to have been an unregistered
investment company. For the quarter ended September 30, 1997, the
Company will be preparing its financial statements in accordance with
generally accepted accounting principles applicable to investment
companies pursuant to the 1940 Act, which represents a change in the
method in which the Company has prepared its financial statements in the
past.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
JOEL S. KANTER (847) 448-3771
(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 ?
[X] Yes [ ] No
WALNUT FINANCIAL SERVICES, INC.
(Name of Registrant as specified in its charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: NOVEMBER 14, 1997 By:/s/
Name: Joel S. Kanter
Title:President and Chief Executive Officer
