UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC File Number
0-18887
NOTIFICATION OF LATE FILING
CUSIP Number
(Check One): [ X ]Form 10-K [ ]Form 20-F [ ]Form 11-K [ X ]Form 10-Q
[ ]Form N-SAR [ ]Form N-CSR
For Period Ended:
[ ] 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 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
Colonial Trust Company
________________________________________________________________________________
Full Name of Registrant
________________________________________________________________________________
Former Name if Applicable
5336 N. 19th Avenue
________________________________________________________________________________
Address of Principal Executive Office (Street and Number)
Phoenix, Arizona 85015
________________________________________________________________________________
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).
[X] (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, Form 20-F, 11-K or Form N-SAR or Form N-CSR, 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, 11-K, 20-F, 10-Q,
N-SAR, N-CSR or the transition report or portion thereof, could not be filed
within the prescribed time period.
Over the past several months, the Registrant has been in negotiations
to sell its two business segments and implement a plan of liquidation
and dissolution. Because of the time and resources dedicated to those
efforts, the Registrant will be unable to complete the Form 10-KSB on
a timely basis without unreasonable effort or expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Ian Currie (602) 242-5507
(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 reports) been filed? If answer is no,
identify report(s).
[ X ] Yes [ ] No
(3) It is 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.
See attached Exhibit
____________________
Colonial Trust Company
________________________________________________________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: June 29, 2004 By /s/ John K. Johnson
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 (17 CFR 240.12b-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 amendment 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 (section 232.201 nor section 232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T (section 232.13(b) of this chapter).
Exhibit to Form 12b-25
Part IV (3)
It is anticipated the Registrant's results of operations for the fiscal year
ended March 31, 2004 will be significantly different from the corresponding
previous fiscal year. The net earnings for the current fiscal year will be
significantly less than the previous fiscal year primarily as a result of the
following:
The Corporate Trust Segment's bond servicing revenue decreased by approximately
$194,000 primarily as a result of the following three items:
o First, interest earnings on investments were approximately $98,000 less
than the previous year due to lower interest rates, partially offset by
generally higher investment balances generating these earnings in the
current year. The Company's investment balances fluctuate depending upon
the number of new bond issuances originated in the period approximately 12
months prior thereto for which the Company serves as trustee and paying
agent. The Company's generally higher investment balances in the current
year therefore reflect a slight increase in the number of new bond
issuances in which the Company serves as trustee and paying agent that were
originated in the current year, compared to the previous year.
Additionally, bond issuer re-financings into traditional loans or other
products that do not generate fees for the Company continued to negatively
impact bond servicing revenues. These lower interest earnings on
investments were partially offset by approximately $46,000 of higher
collections, in the current year as compared to the prior year, of interest
income on receivables which have arisen as a result of amounts advanced on
bond issues in various stages of foreclosure.
o Second, bond issuer re-financings mentioned above exceeded new issues
generated in the current year by 89%, as compared to 32% in the prior year.
This reduction in net managed issues negatively impacts the volume of
annual maintenance fees which were approximately $60,000 less in the
current year as compared to the prior year.
o Third, sinking fund late fee income was approximately $101,000 less than
the previous year due to a smaller number of collections of fees owed.
The Wealth Management Group Segment's trust income increased by approximately
$467,000 in the current year as compared to last year, primarily as a result of
the earning of eleven month's revenue in a new significant trust relationship in
the current fiscal year, as compared to three month's revenue for that trust
relationship in the prior fiscal year.
The Corporate Trust Segment's general and administrative expenses decreased
approximately $210,000 in the current year as compared with the prior year and
was largely attributable to the following two factors:
o First, approximately $124,000 less in expenses were incurred in the current
year as compared to the prior year in connection with the Stevens
bankruptcy proceeding and the litigation filed against the Company related
thereto. Pursuant to the Settlement Agreement, Colonial paid $100,000 in
the prior year to the Trustee, and the other settling defendants agreed to
make payments to the Trustee in various amounts, which payments were funded
in January 2003.
o Second, approximately $86,000 of previously unidentified trust account
reconciling items were expensed and the write off was finalized in the year
ended March 31, 2003.
The Wealth Management Group segment's general and administrative expenses
increased approximately $509,000 in the current year as compared with the prior
year and was largely attributable to the following two factors:
o First, increased investment advisory service fees and commission expense of
approximately $99,000 and $111,000 respectively, due to the approximately
full year of service provided to the trust relationship which commenced in
January 2003. There was only three months of service/expense in the prior
year.
o Second, approximately $299,000 in litigation expense associated with the
Dorothy Long lawsuit was incurred in the current fiscal year with zero
expense in the prior year. This lawsuit's details will be fully explained
in Item 4. Legal Proceedings of the Form 10-KSB for the fiscal year ended
March 31, 2004, when it is subsequently filed.