SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number: 0-32615
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-K |_| Form 11-K |_| Form 20-F |X| Form 10-Q
Form N-SAR |_|
For Period Ended: September 30, 2001
|_| 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:_____________________________
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: Not applicable.
PART I
REGISTRANT INFORMATION
Full name of registrant: Franklin Street Partners Limited Partnership
Former name if applicable: Not applicable.
Address of principal executive office (Street and number): 401 Edgewater Place
City, State and Zip Code: Wakefield, Massachusetts 01880
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 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;
|_| (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.)
Franklin Street Partners Limited Partnership, a Massachusetts
limited partnership (the "Registrant"), is unable to timely file its
Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 2001 (the "Form 10-Q") without unreasonable effort or expense
because management of the Registrant has been unable to assemble the
required financial information as a result of a change in the
accounting principles to be applied to the Registrant's operations.
The Form 10-Q is currently being prepared and will be filed with the
Securities and Exchange Commission as soon as the information is
complete.
PART IV
OTHER INFORMATION
(1) Name and telephone number of persons to contact in regard to this
notification
Lloyd Dow (781) 557-1304
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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 statement 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.
The staff of the Commission has recently advised the Registrant that
purchase accounting was the appropriate method of accounting for
mergers that were effected by the Registrant in 2000. As a result,
the Registrant has determined that there will be changes to the
amount of revenue reported in respect of six partnerships acquired
by merger by the Registrant on October 1, 2000. The Registrant has
determined that there will also be adjustments to depreciation and
merger costs.
Since the determination to apply purchase accounting was only
recently made, the Registrant has not had sufficient time to make
reasonable estimates of the amount of the adjustments.
Franklin Street Partners Limited Partnership
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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:
Date: November 14, 2001 By: /s/ George J. Carter
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Name: George J. Carter
Title: President of FSP General Partner LLC, the
Registrant's general partner
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).