FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2005
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Transition period from _____ to
Commission File Number 0-13881
CITY INVESTING COMPANY LIQUIDATING TRUST
(Exact name of registrant as specified in its charter)
Delaware 13-6859211
(State of organization) (I.R.S. Employer Identification No.)
853 Broadway, Suite 1607 10003-4703
New York, New York (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 473-1918
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
-------
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes |X| No |_|
At March 31, 2005 there were 38,979,372 Trust Units of Beneficial Interest
outstanding.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CITY INVESTING COMPANY LIQUIDATING TRUST
Statements of Operations
Three Months ended March 31
(Unaudited)
- ---------------------------------------------------------------------------------------
(Amounts in thousands, except per unit data) 2005 2004
- ---------------------------------------------------------------------------------------
Losses on dispositions of assets, net ($26) ($34)
Interest, dividend and other income 802 204
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Total income 776 170
Administrative expenses 1,051 90
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Net (loss)/income ($275) $80
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Net (loss)/income per unit ($0.01) $0.00
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Outstanding units 38,979 38,979
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Balance Sheets
(Unaudited)
- ---------------------------------------------------------------------------------------
` March 31, December 31,
($ in thousands) 2005 2004
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Assets
Cash and cash equivalents $112 $56
U.S. Treasuries 81,318 81,649
Restricted funds 4 4
Mortgage receivable, net of deferred gain 1,004 1,004
- ---------------------------------------------------------------------------------------
Total assets $82,438 $82,713
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Liabilities and trust equity
Trust equity $82,438 $82,713
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Total liabilities and trust equity $82,438 $82,713
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See accompanying notes to financial statements.
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CITY INVESTING COMPANY LIQUIDATING TRUST
Statements of Cash Flows
Three Months ended March 31
(Unaudited)
- ---------------------------------------------------------------------------------------
($ in thousands) 2005 2004
- ---------------------------------------------------------------------------------------
Cash flows from operating activities:
Net (loss)/income ($275) $80
Adjustments to reconcile net (loss)/income to net cash
provided by operating activities:
Amortization of premium of investment securities -- 420
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Net cash (used for)/provided by operating activities (275) 500
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Cash flows from investing activities:
Maturities/sales of investment securities 163,310 102,940
Purchases of investment securities (162,979) (103,214)
- ---------------------------------------------------------------------------------------
Net cash provided by/(used for) investing activities 331 (274)
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Net increase in cash and cash equivalents 56 226
Cash and cash equivalents at beginning of year 56 78
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Cash and cash equivalents at end of period $112 $304
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Statements of Changes in Trust Equity
Three Months ended March 31
(Unaudited)
- ---------------------------------------------------------------------------------------
($ in thousands) 2005 2004
- ---------------------------------------------------------------------------------------
Balance at beginning of period $82,713 $84,104
Net (loss)/income (275) 80
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Balance at March 31 $82,438 $84,184
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See accompanying notes to financial statements.
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CITY INVESTING COMPANY LIQUIDATING TRUST
Notes to Financial Statements
(Unaudited)
Note 1 - Organization
The City Investing Company Liquidating Trust (the "Trust") was created on
September 25, 1985, pursuant to an Agreement and Declaration of Trust ("Trust
Agreement") by and between City Investing Company ("City") and the three
individuals then serving as trustees of the Trust ("Trustees"). The Trust
Agreement is governed by the laws of the State of Delaware.
On September 25, 1985, pursuant to a Plan of Complete Liquidation and
Dissolution approved by stockholders of City on December 12, 1984, City
transferred all its remaining assets and liabilities ("Trust Estate") to the
Trust to assure compliance with Section 337 of the Internal Revenue Code. The
sole purpose of the Trust is to liquidate the Trust Estate in a manner
calculated to conserve and protect the Trust Estate, and to collect and
distribute to the beneficiaries the income and proceeds therefrom in as prompt
and orderly a fashion as possible after the payment of, or provision for,
expenses and liabilities.
The common stock transfer books of City were permanently closed on September 25,
1985, and the holders of record of common stock of City as of the close of
business on that date became holders of units of beneficial interest in the
Trust on the basis of one unit of beneficial interest for each share of common
stock of City held on September 25, 1985. After September 25, 1985, the
outstanding certificates that formerly represented shares of common stock of
City are deemed to evidence the same number of units of beneficial interest in
the Trust.
The Trust Agreement, signed on September 25, 1985, set forth a time limit of
three years for the disposition of the Trust's assets and distribution to the
unit holders unless a later termination was required by the Trustees. As a
result of the protracted nature of certain litigation and other claims asserted
against the Trust, the Trustees extended the time limit of the Trust's existence
a number of times, most recently to September 25, 2005.
The accompanying financial statements for the City Investing Company Liquidating
Trust (the "Trust") are unaudited. In the opinion of the Trustees, the interim
financial statements reflect all adjustments necessary for a fair presentation
of the financial position and income and expenses of the Trust as prepared on a
Federal income tax basis. Results for interim periods are not necessarily
indicative of results for the full year. The unaudited interim financial
statements presented herein should be read in conjunction with the Trust's
financial statements filed in its annual report on Form 10-K for the year ended
December 31, 2004. The December 31, 2004 financial information included herein
has been extracted from the Trust's audited financial statements on Form 10-K.
Note 2 - Basis of Accounting
Basis of presentation: The accompanying financial statements have been prepared
in accordance with Federal Income Tax Reporting Principles ("FITR").
Accordingly, certain revenue and the related assets are recognized when received
rather than when earned; certain expenses are recognized when paid rather than
when the obligation is incurred; and assets are reflected at their tax basis.
For information concerning the financial statements prepared on accounting
principles generally accepted in the United States of America, reflecting an
entity in liquidation, and a reconciliation of the Trust's FITR to accounting
principles generally accepted in the United States of America, reflecting an
entity in liquidation, see Note 8.
Valuation of assets and liabilities: The Trust Equity balance on September 25,
1985 was established at an amount equivalent to the number of units of
beneficial interest outstanding (38,979,372) multiplied by the average of the
high and low trading prices of such units on the first day of trading ($3.1875),
or an aggregate of $124.2 million. For FITR purposes, the fair market value of
each asset other than cash and cash equivalents was determined by that asset's
proportionate share of the Trust Equity increased by accounts payable and
decreased by cash and cash equivalents at September 25, 1985. The proportionate
share of each of these assets was determined by the estimated value of such
Trust asset in relation to the estimated value of all of the Trust assets other
than cash and cash equivalents. In determining the estimated value of Trust
assets, the Trustees evaluated,
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CITY INVESTING COMPANY LIQUIDATING TRUST
Notes to Financial Statements (continued)
(Unaudited)
where appropriate, such factors as City's historical carrying values, expected
amounts and dates of realization, prevailing interest rates, available market
prices and restrictions with respect to disposition. Assets acquired after
September 25, 1985, are generally carried at cost.
Income taxes: For FITR purposes, the September 25, 1985 transfer of assets and
liabilities to the Trust and distribution to stockholders of units in the Trust
was treated as a distribution of assets and liabilities by City to its
stockholders and a contribution by the stockholders of such net assets to the
Trust in return for units.
The Trust is treated as a grantor trust and not as a corporation. Accordingly,
any income or loss of the Trust will not be taxable to the Trust but will be
taxable to the unit holders as if the unit holders had themselves realized the
income or loss from their undivided interests in Trust assets.
Losses on dispositions of assets: Losses on dispositions of assets, net of
gains, includes expenses attributable to litigation exposures that relate to
periods before the liquidation of City.
Net income per unit: Net income per unit is calculated by dividing net income of
the Trust by the number of outstanding Units of Beneficial Interest.
Cash and cash equivalents: The Trust considers all investments in money market
funds as cash equivalents.
Note 3 - Investment Securities
Investment securities, all of which mature within one year, consist of United
States Treasuries and are carried at original cost, net of premium amortization
recorded at interest collection dates. The fair value of United States
Treasuries is based on quoted market prices. Investment securities consist of
the following:
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March 31, 2005 December 31, 2004
- ----------------------------------------------------------------- ----------------------------------------
Carrying Amortized Fair Carrying Amortized Fair
($ in thousands) Value Cost Value Value Cost Value
- -------------------------------------------------------------------------------------------------------------------
U.S. Treasuries $81,318 $81,318 $81,325 $81,649 $81,649 $82,046
- -------------------------------------------------------------------------------------------------------------------
The gross unrealized gains/(losses) on investment securities amounted to the
following:
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March 31, December 31,
($ in thousands) 2005 2004
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Gross unrealized gains $7 $397
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Gross unrealized (losses) - -
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Note 4 - Restricted Funds
Restricted funds at March 31, 2005 and December 31, 2004 represent a rent
deposit of $4,000.
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CITY INVESTING COMPANY LIQUIDATING TRUST
Notes to Financial Statements (continued)
(Unaudited)
Note 5 - Mortgage Receivable
In February 2000, the Trust sold 39 percent of certain real estate acreage
located in Texas City, Texas for $2,410,000 in cash, which resulted in a
recognized long-term capital gain, net of expenses, of $610,000. In May 2000,
the Trust sold its remaining Texas City real estate acreage for $478,000 in cash
and a non-recourse promissory note of $3,683,000, payable in five equal annual
installments plus interest at 8 percent. The May 2000 sale resulted in a
recognized long-term capital gain, net of expenses, of $171,000 and deferred
gain of $1,173,000. The deferred gain of $1,173,000 was recorded as a reduction
to the $3,683,000 mortgage receivable. In June 2001, 2002 and 2003, cash payment
installments of $960,000, $907,000 and $850,000, respectively, were received
which resulted in a recognized long-term gain, net of expenses, of $183,000 in
each of the years and net interest income of $274,000, $222,000 and $165,000,
respectively. The deferred gain of $469,000 at March 31, 2005 and December 31,
2004, is netted against the gross mortgage receivable of $1,473,000 at March 31,
2005 and December 31, 2004. A one-year extension of the non-recourse promissory
note to pay only interest in 2004 and principal and interest in 2005 and 2006
was requested by the mortgagor and was approved by the holders of the mortgage.
In June 2004, net interest income of $110,000 was received. It is projected that
the remaining deferred gain of $469,000 will be subject to expenses estimated to
be $102,000.
Note 6 - Litigation and Other Contingent Liabilities
In accordance with the Trust Agreement, the Trust has assumed the obligation,
where required, to discharge certain litigation and other contingent liabilities
of City Investing Company. As a result, the Trust is subject to possible claims
by the United States Environmental Protection Agency and certain other third
parties, including:
State of California, v. Lake Oroville Area Public Utility District Claim (Case
No. 124772). On or about May 26, 2000, the State of California Department of
Parks and Recreation filed a complaint in the Superior Court for the County of
Butte against the Lake Oroville Area Public Utility District ("LOAPUD"), Kelly
Ridge Property Sales ("KRPS") and the owners of certain real estate in the Kelly
Ridge residential subdivision ("Property Owners") asserting, among others,
quantum meruit claims against KRPS and the Property Owners seeking reimbursement
for expenses incurred in providing sewer service to KRPS and the Property Owners
from and after 1996. The State of California alleged that the Southern
California Financial Corporation ("SoCal") had been the developer of the land in
the Kelly Ridge subdivision. SoCal was at one time a subsidiary of City
Investing Company ("City"). The State alleged that KRPS is engaged in real
estate development activities, that KRPS owns many of the properties which the
State alleged SoCal had under development, that KRPS is engaged in the
development of the Kelly Ridge residential properties and that KRPS has sold
many lots to the Property Owners. The State of California alleged that it has
incurred and will continue to incur unreimbursed expenses for the operation,
maintenance and repair of sewer facilities providing sewer service to the Kelly
Ridge properties.
KRPS recently filed a cross claim seeking indemnity from the Trust for any
liability or expenses KRPS may incur as a result of the claims filed by the
State of California or cross claims filed by LOAPUD and/or the Property Owners.
The Trust has been advised by counsel that since the State of California is
seeking reimbursement, on a quantum meruit basis, for sewer services rendered
from and after 1996 for the benefit of lots owned or sold by KRPS and/or
Property Owners, that KRPS has no legitimate claim against City or the Trust.
The Trust will defend this lawsuit vigorously.
Other Matters: The Trust has recently been advised by The Travelers Indemnity
Company that it may have a claim against the Trust under an insurance policy
issued to City Investing Company covering general liability, workers'
compensation and certain other risks insured for the years 1974, 1975 and 1976.
The amount of premiums and claims paid, estimates of future losses and the terms
of the policy are currently under investigation. As a result of the preliminary
nature of this matter, it is not currently possible to estimate the amount of
the liability, if any, to which the Trust may ultimately be subject.
Note 7 - Future Distributions of Trust Assets
The Trustees are focused on reducing outstanding liabilities, claims and
exposures of the Trust to a level that will permit a significant distribution.
Certain of these outstanding risks, by their nature, cannot be eliminated within
a reasonable time frame. To accelerate the time at which a significant
distribution can be made, the Trust has procured and continues to negotiate to
obtain insurance against these risks.
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CITY INVESTING COMPANY LIQUIDATING TRUST
Notes to Financial Statements (continued)
(Unaudited)
Pending resolution of possible claims by the United States Environmental
Protection Agency and other third parties, see Note 6 to Financial Statements -
Litigation and Other Contingent Liabilities, the Trust is unable to make any
dividend payments or liquidation distributions.
Note 8 - Differences between Federal Income Tax Reporting Principles and
Accounting Principles Generally Accepted in the United States of America,
Reflecting an Entity in Liquidation
These financial statements have been prepared in accordance with Federal Income
Tax Reporting Principles ("FITR") which differ in certain respects from those
principles and practices that the Trust would have followed had its financial
statements been prepared in accordance with accounting principles generally
accepted in the United States of America, reflecting an entity in liquidation
("GAAPLIQ").
The material differences between FITR and GAAPLIQ, which are relevant to the
Trust's Statements of Operations, Balance Sheets, Statements of Cash Flows and
Statements of Changes in Trust Equity are summarized as follows:
a. Accounting for Investment Securities
For FITR, Investment Securities are carried at original cost, net of
premium amortization. This amortization is included in income when interest
is collected. For GAAPLIQ, all of the Trust's securities would be reflected
at net realizable value; thus, any changes in net realizable value are
recognized through income. For FITR, interest income is recorded when
collected; for GAAPLIQ, a ratable portion of interest income is recognized
at each period end.
b. Accounting for Prepaid Expenses
For FITR, expenses, other than premium amortization discussed in a. above,
are recorded when paid. For GAAPLIQ, the recoverable portion of an expense
paid is recognized as an asset. For FITR, no expenses are recorded as
prepaid. For GAAPLIQ, a prepaid asset is recognized at each period end for
a ratable portion of expenses that relate to subsequent periods.
c. Accounting for Mortgage Receivable and Mortgage Interest
Receivable
Upon the sale of the Texas City Property in the year 2000, a Mortgage
Receivable was recorded. For FITR, the income, net of collection expenses,
attributable to the five annual installment amounts is recorded when the
principal and interest are collected. For GAAPLIQ, the full gain on the
sale attributable to the Texas City Property would have been recognized in
the year 2000. For GAAPLIQ, a ratable portion of Mortgage Interest
Receivable, net of collection expenses, attributable to each period would
have been amortized into income at each period end. For GAAPLIQ, the Texas
City Mortgage is reflected at net realizable value.
d. Accounting for Accrued Liabilities
For FITR, accrued liabilities, other than premium amortization discussed in
a. above, are recorded when paid. For GAAPLIQ, accrued liabilities are
recognized as a liability in the period the assets are purchased or the
services are incurred.
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CITY INVESTING COMPANY LIQUIDATING TRUST
Notes to Financial Statements (continued)
(Unaudited)
e. Accounting for Loss Contingencies
For FITR, loss contingencies are recorded when paid. For GAAPLIQ, loss
contingencies are recorded when contingencies are reasonably estimable and
probable of resulting in a liability. The Trustees currently believe that
there are no contingencies that are probable of resulting in a liability to
the Trust.
f. The effect of the different treatments described above on the
Trust's financial statements would be as follows:
STATEMENTS OF OPERATIONS
Accounting Principles Generally Accepted in the United States of America,
Reflecting an Entity in Liquidation
Three Months ended March 31
(Unaudited)
- -------------------------------------------------------------------------------------------------------------------
(Amounts in thousands, except per unit data) 2005 2004
- -------------------------------------------------------------------------------------------------------------------
Net (loss)/income per Federal Income Tax Reporting Principles (FITR): ($275) $80
To adjust from FITR to accounting principles generally accepted in the
United States of America, reflecting an entity in liquidation (GAAPLIQ):
(Losses)/gains on dispositions of assets, net (378) 2
Interest, dividend and other income 29 27
Administrative expenses 198 (20)
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Net (loss)/income for the period per GAAPLIQ ($426) $89
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Net (loss)/income per unit per GAAPLIQ ($0.01) $0.00
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CITY INVESTING COMPANY LIQUIDATING TRUST
Notes to Financial Statements (continued)
(Unaudited)
BALANCE SHEETS
Accounting Principles Generally Accepted in the United States of America,
Reflecting an Entity in Liquidation
(Unaudited)
- --------------------------------------------------------------------------------------------------------------------
March 31, December 31,
($ in thousands) 2005 2004
- --------------------------------------------------------------------------------------------------------------------
Total assets per Federal Income Tax Reporting Principles (FITR) $82,438 $82,713
To adjust from FITR to accounting principles generally accepted in the
United States of America, reflecting an entity in liquidation (GAAPLIQ):
U.S. Treasuries 7 397
Prepaid expenses 117 130
Mortgage receivable, net of deferred gain 567 538
- --------------------------------------------------------------------------------------------------------------------
Total assets per GAAPLIQ $83,129 $83,778
- --------------------------------------------------------------------------------------------------------------------
Total liabilities per Federal Income Tax Reporting Principles (FITR)
To adjust from FITR to GAAPLIQ: $0 $0
Accrued liabilities 109 332
- --------------------------------------------------------------------------------------------------------------------
Total liabilities per GAAPLIQ $109 $332
- --------------------------------------------------------------------------------------------------------------------
Trust equity per Federal Income Tax Reporting Principles (FITR) $82,438 $82,713
- --------------------------------------------------------------------------------------------------------------------
To adjust from FITR to GAAPLIQ:
Net (loss)/income adjustments from Statements of Operations for GAAPLIQ (151) 234
- --------------------------------------------------------------------------------------------------------------------
Adjustments for prior periods for GAAPLIQ 733 499
- --------------------------------------------------------------------------------------------------------------------
Trust equity per GAAPLIQ $83,020 $83,446
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CITY INVESTING COMPANY LIQUIDATING TRUST
Notes to Financial Statements (continued)
(Unaudited)
STATEMENTS OF CASH FLOWS
Accounting Principles Generally Accepted in the United States of America,
Reflecting an Entity in Liquidation
Three Months ended March 31
(Unaudited)
- --------------------------------------------------------------------------------------------------------------------
($ in thousands) 2005 2004
- --------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net (loss)/income per Federal Income Tax Reporting Principles (FITR): ($275) $80
Cash flows from operating activities per accounting principles
generally accepted in the United States of America, reflecting
an entity in liquidation (GAAPLIQ): (151) 9
Adjustments to reconcile net (loss)/income to net cash provided
by operating activities to GAAPLIQ:
Uncollected interest income on investment securities - 31
Amortization of premium of investment securities - 392
Net fair market value adjustment of amortized cost of investment securities 390 1
Changes in other assets and liabilities:
Prepaid expenses 13 16
Mortgage receivable (29) 16
Accrued liabilities (223) (29)
- -------------------------------------------------------------------------------------------------------------------
Net cash (used for)/provided by operating activities in GAAPLIQ (275) 500
- ------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Maturities/sales of investment securities 163,310 102,940
Purchases of investment securities (162,979) (103,214)
- ------------------------------------------------------------------------------------------------------------------
Net cash provided by/(used for) investing activities 331 (274)
- -------------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 56 226
Cash and cash equivalents at beginning of period 56 78
- ------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $112 $304
- --------------------------------------------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN TRUST EQUITY
Accounting Principles Generally Accepted in the United States of America,
Reflecting an Entity in Liquidation
Three Months ended March 31
(Unaudited)
- --------------------------------------------------------------------------------------------------------------------
($ in thousands) 2005 2004
- --------------------------------------------------------------------------------------------------------------------
Balance at beginning of year per Federal Income Tax
Reporting Principles (FITR): $82,713 $84,104
Net (loss)/income per GAAPLIQ (426) 89
Adjustments for prior periods for GAAPLIQ 733 499
- --------------------------------------------------------------------------------------------------------------------
Balance at March 31 $83,020 $84,692
- --------------------------------------------------------------------------------------------------------------------
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
It is difficult to compare amounts in comparable periods, as the financial
statements of the Trust are prepared on the basis of accounting used for Federal
income tax purposes; that is, certain amounts are reflected in the financial
statements when such amounts are received or paid.
The Trust recorded a net loss of $275,000 ($0.01 per unit) in the quarter ended
March 31, 2005, compared to net income of $80,000 ($0.00 per unit) in the first
quarter of 2004. The reported losses on the dispositions of assets, net, reflect
losses of $26,000 in 2005 as compared to losses of $34,000 in 2004, which
consist of legal fees attributable to issues that relate to periods before the
liquidation of City Investing Company. Interest, dividend and other income,
principally consisting of interest earned on the investment of cash equivalents
and investment securities was $802,000 in the first quarter of 2005, compared
with $204,000 in the first quarter of 2004. The increase in the 2005 period was
essentially due to the timing of the receipt of interest collected on securities
that matured in 2005 and to higher interest rates in the 2005 versus 2004
period. Administrative expenses were $1,051,000 and $90,000 in the first
quarters of 2005 and 2004, respectively. In 2005, the increase was due primarily
to insurance premium expenses for environmental liability coverage for a
ten-year period.
At March 31, 2005, the Trust had cash and cash equivalents and U. S. Treasuries
of $81,430,000. The Trustees believe that such cash resources and investment
securities are sufficient to meet all anticipated liquidity requirements.
ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Trust carried out an
evaluation, under the supervision and with the participation of the Trust's
management, including the Trustee who is the functional equivalent of the Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Trust's internal disclosure controls and procedures
pursuant to Exchange Act Rule 13a-15. That Rule requires that such controls and
procedures assure that information required to be included in the Trust's
periodic SEC filings is recorded, processed, summarized and reported within the
time periods specified by the rules and forms. Based upon that evaluation, the
Trustees concluded that the Trust's internal disclosure controls and procedures
are effective in assuring that information required to be disclosed by the Trust
in its periodic SEC filings is accurate and communicated to the Trust's
management in order to allow timely decisions regarding required disclosure.
There have not been any significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of such evaluation.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information contained under Legal Proceedings in the Trust's Annual Report
on Form 10-K for the year ended December 31, 2004 is incorporated by reference
herein. Except as set forth in Note 6 to the Financial Statements - Litigation
and Other Contingent Liabilities herein, there have been no material
developments in such legal proceedings subsequent to the date of that
information.
Pending resolution of possible claims, see Note 6 to Financial Statements -
Litigation and Other Contingent Liabilities, the Trust is unable to make any
dividend payments or liquidation distributions.
ITEM 2. CHANGES IN SECURITIES
None.
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ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
31. Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of
2002.
32. Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(b) Reports on Form 8-K:
The Registrant was not required to file a Current Report on Form 8-K during
the quarter ended March 31, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CITY INVESTING COMPANY LIQUIDATING TRUST
/s/ Lester J. Mantell
---------------------
Date: April 29, 2005 By: LESTER J. MANTELL
Trustee
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