UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 0-25914
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CUSIP Number: 14842P107
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(Check One): [X] Form 10-K
[ ] Form 20-F
[ ] Form 11-K
[ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 1999
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[ ] 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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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: N/A
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PART I - REGISTRANT INFORMATION
Full Name of Registrant: Castle BancGroup, Inc.
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Former Name if Applicable: Not Applicable
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Address of Principal Executive
Office (Street and Number): 121 West Lincoln Highway
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City, State and Zip Code: DeKalb, Illinois 60115
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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 reason 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
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, N-SAR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
In its September 30, 1999 Form 10-Q, filed with the
Commission on November 15, 1999, the Registrant disclosed
that it had recently uncovered irregularities in the
underwriting and documentation of certain mortgage loans
originated for sale by CasBanc Mortgage, Inc., a wholly-
owned mortgage banking subsidiary of the Registrant ("CMI").
At that time, the Registrant's investigation into these
irregularities was in its initial phase, and it was not then
possible to determine the extent of the irregularities
(including the total amount of loans that would be affected
by such irregularities), the likelihood that CMI would be
required to purchase the loans from investors or the
diminution in the value of such loans if such loans were
repurchased by CMI.
Since the filing of the Registrant's third quarter Form 10-
Q, the Registrant has engaged in an extensive investigation
of the irregularities at CMI, which investigation has been
performed by both employees of the Registrant and its
subsidiaries as well outside consultants. The Registrant's
investigation is currently continuing, but significant
aspects of its investigation, in particular the work being
undertaken by outside consultants, is expected to be
completed soon. Substantial completion of this work will
enable the Registrant to finalize its disclosure of these
irregularities in its December 31, 1999 Form 10-K, in
particular disclosure relating the reserves and charges to
earnings. Completion of this work will also enable the
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Registrant's independent public accountants to complete
their audit and issue their report on the Registrant's
consolidated financial statements.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Micah R. Bartlett, Vice President and Controller
(815) 758-7007
(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 [ ] 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?
[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.
On January 28, 2000, the Registrant issued a press
release reporting that while its banking
operations had record earnings for 1999, such
record earnings will be offset by losses
substantially related to previously reported
irregularities at CMI. In this press release, the
Registrant estimated that 1999 earnings for the
Registrant will be $4.0 million against which it
will take mortgage company related charges
expected to be approximately $3.8 million. This
compares to consolidated earnings of approximately
$4.7 million for 1998.
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SIGNATURE
Castle BancGroup, Inc. has caused this notification to be signed on
its behalf by the undersigned hereunto duly authorized.
Castle BancGroup, Inc.
Date: March 29, 2000 By: /s/ Micah R. Bartlett
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Micah R. Bartlett, Vice
President and Controller
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