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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number ________
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ]
[ ] Form N-SAR
For Period Ended: March 30, 1996
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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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 MCD Freedom Tax Credit Fund L.P.
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Former name if applicable
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Address of principal executive office (Street and number)
c/o McDonald & Company Securities, Inc., McDonald Investment Center,
800 Superior Avenue
City, State and Zip Code Cleveland, Ohio 44114
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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 appropriate box.)
[ ] (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, 20-F, 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.
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.)
See attached extra sheet
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FORM 12b-25
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PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Ronald A. Stepanovic 216 621-0200
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(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.
MCD Freedom Tax Credit Fund L.P.
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
MCD Freedom Advisers, Inc., General Partner
Date June 28, 1996 By: /s/ Gary Zdolshek
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Gary Zdolshek, Vice President
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 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 notifications 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.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
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PART III. NARRATIVE
The registrant's Registration Statement on Form S-11 under the
Securities Act of 1933, as amended (the "Registration Statement"), was declared
effective on January 31, 1996. The registrant is a Delaware limited partnership
formed to offer units of limited partnership interest ("Units"). The
Registration Statement provided for a minimum total offering of $2,000,000 of
Units and a maximum total offering of $20,000,000 of Units. The Registration
Statement further provided that all funds from the sale of Units would be held
in escrow until the minimum of $2,000,000 of Units was sold. To date, the
registrant has not sold the minimum number of Units needed to release funds from
escrow. As a result, the registrant has not yet sold any securities, admitted
any investors to the partnership, acquired any properties or otherwise conducted
any operations. It was the registrant's belief that until it had released funds
from escrow, sold securities, admitted investors, acquired properties or
conducted operations, that it was not required to file Form 10-K. When the
registrant was informed by the Securities and Exchange Commission that it was
required to file Form 10-K notwithstanding the foregoing circumstances, the
registrant did not have sufficient time to prepare and file Form 10-K within the
prescribed time period without unreasonable effort or expense.
