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Form 12b-25. - Notification of Late Filing
Form 12b-25
SEC File Number 0-16886
CUSIP Number: 816618 10 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F
[XX] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: March 31, 2000
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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: All Items.
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PART 1--REGISTRANT INFORMATION
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Semele Group Inc.
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Full Name of Registrant
N/A
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Former Name, if Applicable
200 Nyala Farms
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Address of Principal Executive Office (Street and Number)
Westport, Connecticut 06880
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City, State and Zip
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Form 12b-25
Page Two
PART II--RULES 12b-25 (b) AND (c)
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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)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[XX] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 10-KSB, Form 20-F, Form 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 of
transition report on Form 10-Q, Form 10-QSB 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.
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PART III--NARRATIVE
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State below in reasonable detail the reasons why the Form 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB or N-SAR, or the transition report or portion thereof, could
not be filed within the prescribed time period.
The Registrant requires additional time to prepare a complete and accurate
accounting of the quarter ended March 31, 2000. This is due to delays
caused by staffing turnover. The Registrant expects to file the 10-Q within
the extension period.
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification.
Michael J. Butterfield 617 854-5846
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(Name) (Area Code) (Telephone Number)
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Form 12b-25
Page Three
(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 the 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 statement 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 can not be made. See attachment.
SEMELE GROUP INC.
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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: May 15, 2000 By:/s/ Michael J. Butterfield
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Treasurer of Semele Group Inc.
(Duly Authorized Officer)
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ATTACHMENT to Form 12b-25
PART IV--OTHER INFORMATION
Estimate of March 31, 2000 results compared to actual March 31, 1999 results:
<TABLE>
<CAPTION>
2000 1999
ESTIMATE ACTUAL
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<S> <C> <C>
Total income $ 1,021,000 $ 463,661
Total expenses 2,360,000 937,647
Net loss 1,339,000 473,986
</TABLE>
Total income for the three months ended March 31, 2000 increased from the
three months ended March 31, 1999 due to the Company's investment in Equis II
Corporation ("Equis II") which occurred on December 22, 1999. The Company
accounts for its investment in Equis II using the equity method of accounting
and estimates net income from this investment to be approximately $606,000 for
the three months ended March 31, 2000.
Total expenses for the three months ended March 31, 2000 increased from
the three months ended March 31, 1999 due to interest expense incurred in
connection with indebtedness related to the Company's investment in Equis II.
The Company financed the investment by issuing purchase-money notes totaling
$19,586,000 to the selling Equis II stockholders. In connection with the
transaction, the Company also acquired a Special Beneficiary interest in four
Delaware Business Trusts financed by issuing a non-recourse purchase-money
note for $9,652,500. Interest expense incurred related to these investments
amounted to approximately $468,000 during the three months ended March 31,
2000. In addition, the Company recorded amortization expense of approximately
$723,000 pertaining to its investment in Equis II for the three months ended
March 31, 2000. Total professional fees and general and administrative
expenses also increased during 2000, resulting principally from the Company's
recent investment activities.
