SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 1-12616
[ ] Form 10-K (amendment) and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form
10-Q and Form l0-QSB [ ] Form N-SAR
For the period ended September 30, 2002
[ ] 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:...............................................
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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, identity
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
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SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Michigan 38-3144240
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
Address of principal executive office:
31700 Middlebelt Road, Suite 145, Farmington Hills, Michigan 48334
(248) 932-3100
PART II -- RULES 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:
[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, Form 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; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III -- NARRATIVE
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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. (Attach extra sheets
if needed.)
The Registrant's controller is currently on a scheduled leave of
absence and this is the first Form 10-Q for which her replacements are
primarily responsible. This new personnel needed additional time to
familiarize themselves with the specific requirements of Form 10-Q, as
well as the new disclosures and certifications mandated by the
Sarbanes-Oxley Act of 2002, prior to completing the Registrant's Form
10-Q for the quarter ended September 30, 2002. The Registrant expects
to file this Form 10-Q on or before November 19, 2002.
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PART IV -- OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification.
Jeffrey P. Jorissen, Chief Financial Officer (248) 932-3100
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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?
[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.
As previously announced, (a) total revenue was $39.4 million for the third
quarter and $119.1 million for the nine months ended September 30, 2002,
compared to $38.2 million and $115.3 million for the comparable 2001 periods;
(b) earnings attributable to OP Units was $6.6 million for the third quarter
and $24.0 million for the nine months ended September 30, 2002, compared to
$9.1 million and $31.5 million for the comparable 2001 periods; (c) funds from
operations was $16.7 million for the third quarter and $52.1 million for the
nine months ended September 30, 2002, compared to $17.2 million and $51.2
million for the comparable 2001 periods; (d) earnings per diluted OP Unit was
$0.32 for the third quarter and $1.18 for the nine months ended September
30, 2002, compared to $0.45 and $1.56 for the comparable 2001 periods; and (e)
funds from operations per diluted OP Unit was $0.82 for the third quarter and
$2.56 for the nine months ended September 30, 2002, compared to $0.85 and $2.54
for the comparable 2001 periods.
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SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
November 14, 2002 By: /s/ Jeffrey P. Jorissen
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Jeffrey P. Jorissen, Chief Financial Officer of
Sun Communities, Inc.,
General Partner of Registrant
(duly authorized officer and principal
financial officer)
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