- Notification that Annual Report will be submitted late (NT 10-K)
April 01 2009 - 3:42PM
Edgar (US Regulatory)
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OMB APPROVAL
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OMB
Number: 3235-0058
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Expires: April 30, 2009
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Estimated average burden
hours per response ... 2.50
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SEC FILE NUMBER
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CUSIP NUMBER
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one):
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þ
Form 10-K
o
Form 20-F
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Form 11-K
o
Form 10-Q
o
Form 10-D
o
Form N-SAR
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Form N-CSR
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For Period Ended:
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December 31, 2008
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o
Transition Report on Form 10-K
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o
Transition Report on Form 20-F
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Transition Report on Form 11-K
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Transition Report on Form 10-Q
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Transition Report on Form N-SAR
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For the Transition Period Ended:
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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
CAPITAL CROSSING PREFERRED CORPORATION
Full Name of Registrant
Former Name if Applicable
1271 AVENUE OF THE AMERICAS, 46TH FLOOR
Address of Principal Executive Office
(Street and Number)
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)
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þ
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(a)
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The reason described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K,
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 subject distribution report on
Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been
attached if applicable.
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PART III NARRATIVE
State below in reasonable detail 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.
Capital Crossing Preferred Corporation (the Company) is unable to file its Annual Report on
Form 10-K for the year ended December 31, 2008 (the Annual Report) by the prescribed filing date
without unreasonable effort and expense because the Company and its external auditors need
additional time to complete certain reviews and analyses that could have an impact on the Companys
financial statements and related disclosures to be included in the Annual Report. The Company
currently intends and expects to file the Annual Report on or before the extended deadline under
Rule 12b-25 of April 15, 2009.
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SEC 1344 (05-06)
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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.
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(Attach extra Sheets if Needed)
PART IV OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification
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THOMAS
OSULLIVAN
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646
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333
- 8802
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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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).
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Yes
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No
o
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(3)
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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?
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Yes
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No
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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.
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The Company anticipates reporting that net income available to its common shareholder
decreased approximately $1.5 million, or 34.8%, to approximately $2.8 million in 2008 compared to
approximately $4.2 million in 2007. The decrease from 2007 to 2008 is primarily the result of a
decline in interest income partially offset by a decrease in preferred stock dividends due to the
redemption of all of the Companys 9.75% Non-cumulative
exchangeable preferred stock, Series A, and
10.25% Non-cumulative exchangeable preferred stock, Series C, on March 23, 2007.
The Company anticipates reporting that interest income decreased to approximately $6.2 million
in 2008 from approximately $8.1 million in 2007. The decline in interest income from 2007 to 2008
is a result of a decrease in the average balance of loans and by a decrease in the yield on loans.
Average loans, net for 2008 are expected to total approximately $58.9 million compared to
approximately $79.8 million for 2007. This decrease is primarily attributable to pay-offs and
amortization of loans.
Forward Looking Statements
This report contains certain statements that constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Words such as expects,
anticipates, believes, estimates and other similar expressions or future or conditional verbs
such as will, should, would and could are intended to identify such forward-looking
statements. These statements are not historical facts, but instead represent the Companys current
expectations, plans or forecasts of its future results, growth opportunities, business outlook,
loan growth, credit losses, liquidity position and other similar matters, including, but not
limited to, the availability of income to pay dividends with respect to the Companys 8.50%
Non-Cumulative Exchangeable Preferred Stock, Series D (the Series D Preferred Stock). These
statements are not guarantees of future results or performance and involve certain risks,
uncertainties and assumptions that are difficult to predict and often are beyond the Companys
control. Actual outcomes and results may differ materially from those expressed in, or implied by,
the Companys forward-looking statements. You should not place undue reliance on any
forward-looking statement and should consider all uncertainties and risks, including, among other
things, the risks set forth under Item 1A. Risk Factors in the Companys Annual Report on Form
10-K for the year ended December 31, 2007, as well as those discussed in any of the Companys other
subsequent Securities and Exchange Commission filings. Forward-looking statements speak only as of
the date they are made, and the Company undertakes no obligation to update any forward-looking
statement to reflect the impact of circumstances or events that arise after the date the
forward-looking statement was made.
Possible events or factors could cause results or performance to differ materially from what
is expressed in our forward-looking statements. These possible events or factors include, but are
not limited to, those risk factors discussed under Item 1A. Risk Factors in the Companys Annual
Report on Form 10-K for the year ended December 31, 2007 and the following: limitations by
regulatory authorities on the Companys ability to implement its business plan and restrictions on
its ability to pay dividends; further regulatory limitations on the business of Lehman Brothers
Bank, FSB (Lehman Bank) that are applicable to the Company or result in the Series D Preferred
Stock being subject to an automatic exchange into preferred shares of Lehman Bank; negative
economic conditions that adversely affect the general economy, housing prices, the job market,
consumer confidence and spending habits which may affect, among other things, the credit quality of our loan
portfolios (the degree of the impact of which is dependent upon the duration and severity of these
conditions); the level and volatility of interest rates; changes in consumer, investor and
counterparty confidence in, and the related impact on, financial markets and institutions;
legislative and regulatory actions which may adversely affect the Companys business and economic
conditions as a whole; the impact of litigation and regulatory investigations; various monetary and
fiscal policies and regulations; changes in accounting standards, rules and interpretations and the
impact on the Companys financial statements; changes in the nature and quality of the types of
loans held by the Company; and the Series D Preferred Stock in the future being delisted from The
NASDAQ Stock Market or otherwise ceasing to trade on The NASDAQ Stock Market.
CAPITAL CROSSING PREFERRED CORPORATION
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date
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April 1, 2009
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By
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/s/ Thomas OSullivan
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Name: Thomas OSullivan
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Title: Chief Financial Officer
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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 representatives
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.
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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.
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2.
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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.
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3.
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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.
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4.
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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
amended notification.
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5.
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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 reports within the time
period prescribed due to difficulties in electronic filing should comply with either Rule 201
or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T(§232.13(b) of this
chapter).
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