UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number: 3235-0058
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Washington, D.C. 20549

SEC FILE NUMBER
001-32290

 

FORM 12b-25
NOTIFICATION OF LATE FILING

CUSIP NUMBER
36188G 10 2

 

(Check One): o Form 10-K   o Form 20-F   o Form 11-K   x Form 10-Q   o Form 10D

o Form N-SAR   o Form N-CSR

For Period Ended:   June 30, 2006

o   Transition Report on Form 10-K

o   Transition Report on Form 20-F

o   Transition Report on Form 11-K

o   Transition Report on Form 10-Q

o   Transition Report on Form N-SAR

For the Transition Period Ended:


Read Instruction (on back page) 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

 

GMH Communities Trust

Full Name of Registrant

 

Not Applicable

Former Name if Applicable

 

10 Campus Boulevard

Address of Principal Executive Office (Street and Number)

 

Newtown Square, Pennsylvania 19073

City, State and Zip Code

 

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.  (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;

o

(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.

 

PART III — NARRATIVE

 

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

(Attach Extra Sheets if Needed)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1344 (2-02)

 

 




 

 

GMH Communities Trust (the “Company”) has experienced delays in finalizing its financial statements for the quarter ended June 30, 2006. These delays are due primarily to the delayed filing of the Company’s financial statements for the year ended December 31, 2005 and the first quarter ended March 31, 2006, which were just recently completed over the prior several weeks. As a result of its focus on those financial statements, the Company has been unable to complete the financial statements relating to its second quarter ended June 30, 2006 by the requisite filing date. These delays could not have been eliminated without unreasonable effort or expense.

 

 

PART IV - OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

 

Joseph M. Macchione

(610)

355-8000

(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

o

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?

 

o

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.

 

 

 

GMH Communities Trust

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date

August 10, 2006

 

By

/s/ J. Patrick O’Grady

 

 

 

Name:

J. Patrick O’Grady

 

 

 

Title:

Executive Vice President and CFO

 

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).


 

 

 

(Attach Extra Sheets if Needed)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1344 (2-02)