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:
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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.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Colonial Trust Company
Full Name of Registrant
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Former Name if Applicable
5336 N. 19th Avenue
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Address of Principal Executive Office (Street and Number)
Phoenix, Arizona 85015
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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;
[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 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.
The Registrant has entered into agreements to sell its two business
segments and implement a plan of liquidation and dissolution. These
matters were approved by the Registrant's stockholders at a Special
Meeting of Stockholders held of August 9, 2004. The Company is in the
process of closing both of these sales transactions, as well as
implementing the plan of liquidation. Because of the time and
resources dedicated to those efforts, the Registrant will be unable to
complete the Form 10-QSB 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 .
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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: August 16, 2004 By /s/ John K. Johnson
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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.
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 first
fiscal quarter ending June 30, 2004 will be significantly different from the
corresponding previous fiscal year's first quarter. The net earnings for the
current fiscal quarter will be significantly less than the previous fiscal
quarter primarily as a result of the following:
The Company had a net loss of $46,743, or $.06 per share, for the three
months ended June 30, 2004, compared to net earnings of $46,649, or $.06 per
share, for the three months ended June 30, 2003.
The Company's Corporate Trust segment bond servicing revenues decreased to
$331,822 in the three months ended June 30, 2004, compared to $412,649 in the
comparable prior quarter, a decrease of 20%. This decrease was largely
attributable to the following factors. First, annual maintenance fees were
approximately $50,000 less in the quarter ended June 30, 2004, compared to the
quarter ended June 30, 2003, reflecting the negative impact on revenue of the
large number of bond issuer refinancings into traditional loans or other
financing products that do not generate fees for the Company. The Company
anticipates that the foregoing factor, and an anticipated continuing decrease in
the number and principal amount of new bond offerings, for which the Company
will serve as trustee and paying agent in the next fiscal year, will continue to
negatively impact the results of operations of its Corporate Trust segment for
at least the next fiscal year. Second, bond printing fees resulting directly
from fewer new bond offerings mentioned in the previous item, were approximately
$17,000 less in the quarter ended June 30, 2004 as compared with those earned in
the quarter ended June 30, 2003. Third, a reduction in late fees due to fewer
bond issuer foreclosure settlements resulted in approximately $11,000 less fees
in the quarter ended June 30, 2004, as compared to the quarter ended June 30,
2003. Fourth, the Company generated approximately $34,000 less in interest
earnings on receivables related to bond issues in various stages of foreclosure
in the quarter ended June 30, 2004, as compared with those earned in the quarter
ended June 30, 2003. Last year's amount included approximately $37,000 collected
on one delinquent bond issue. These factors were partially offset by
approximately $28,000 of disbursing agent fees earned in the current quarter,
which in the previous year had been classified in the Wealth Management Group
revenues.
The Company's Wealth Management Group trust income decreased to $293,328 in
the current quarter, compared to $475,268 in the quarter ended June 30, 2003, a
decrease of 38%. This decrease was due in large part to the following factors.
First, the Company generated no revenues in the current quarter from one
significant trust relationship which terminated in February 2004, compared to
approximately $136,000 was earned from this relationship in the quarter ended
June 30, 2003. Second, approximately $37,000 in disbursing agent fees were
earned in the quarter ending June 30, 2003, whereas in the quarter ending June
30, 2004, the fees for this function were classified in the Corporate Trust
segment revenues. The foregoing factors were partially offset by a reduction in
commission expense of approximately $73,000 in the current quarter as compared
with the quarter ended June 30, 2003, due to the termination of the one
significant trust relationship previously referred to.
Corporate Trust 2004 2003 Percentage Increase
(decrease)
Bond Servicing Revenue $331,822 $412,649 (20%)
IRA Servicing Fees 174,602 169,732 3%
General and Administrative Expenses 381,237 367,758 4%
Wealth Management Group 2004 2003 Percentage Increase
(decrease)
Trust Income $293,328 $475,268 (38%)
IRA Servicing Fees 80,481 77,123 4%
General and Administrative Expenses 245,693 372,705 (34%)