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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 811-07341
NOTIFICATION OF LATE FILING
(Check One): Form 10-K Form 11-K Form 20-F Form 10-Q X Form N-SAR
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For Period Ended: December 31, 1996
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[ ] 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
AJL PEPS Trust
_____________________________________________________________________________
Full name of registrant
_____________________________________________________________________________
Former name if applicable
c/o The Bank of New York, Corporate Trust Department, 101 Barclay Street
_____________________________________________________________________________
Address of principal executive office (Street and number)
New York, NY 10286
_____________________________________________________________________________
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 appropriate box.)
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, 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.)
As a result of a dispute between the Trust, The Bank of New York, as
Administrator of the Trust (the "Administrator"), and Deloitte & Touche L.L.P.,
the accountants for the Trust (the "Accountants"), the audit of the Trust's
financial statements and the preparation of the Annual Report on Form N-SAR
(the "Form N-SAR") and the Semiannual Report for the period ended December 31,
1996 has been delayed somewhat. While the audit has begun, the Accountant's
have notified the Trust that they will not finalize the audit nor release their
auditor's report until this dispute is resolved, which we forsee happening
within the next week or so. The dispute relates to the level of fees incurred
by the Accountants in connection with the preparation and audit of the Trust's
financial statements and the preparation of the Semiannual Reports and various
tax documents with respect to the semiannual periods ended December 31, 1995
and June 30, 1996, and to the portion of such fees which should be borne by the
Administrator out of its own funds (as opposed to being paid from the Trust's
funds) due to certain shortcomings in the performance of the Administrator.
Upon completion of the audit of the financial statements, the Form
N-SAR will be completed and filed and the Semiannual Report will be completed,
filed and distributed to shareholders as soon as possible, but no later than
Friday, March 14, 1997.
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PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Thomas C. Daniels, Esq. (216) 586-7017
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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 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
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:
AJL PEPS 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 February 27, 1997 By /s/ Donald J. Puglisi, Managing Trustee
_______________ _________________________________________
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 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.
