- Notification that Quarterly Report will be submitted late (NT 10-Q)
May 14 2010 - 11:27AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
Commission
File Number
0-50362
CUSIP
Number
75087U 10
1
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(Check
One):
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[ ] Form
10-K
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[ ]
Form 20-F
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[ ]
Form 11-K
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[X] Form
10-Q
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[ ] Form
20-F
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[ ] Form
10-D
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[ ]
Form N-SAR
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[ ]
Form N-CSR
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For Period
Ended:
March
31, 2010
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[ ]
Transition Report on Form 10-K
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[ ]
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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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
B
REGISTRANT INFORMATION
Rainier Pacific Financial Group,
Inc.
Full Name
of Registrant
Former
Name if Applicable
c/o
Jonathan W. Blado, Blado, Kiger, P.S.
Registered Agent of Rainier
Pacific Financial Group, Inc., Bank of America Building, 2
nd
Floor, 3408 South 23
rd
Street
Address
of Principal Executive Office
(Street and
Number)
City,
State and Zip Code
PART
II
B
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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(a)
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The
reasons described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or
expense;
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[ ]
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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, Form11-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 accountant's
statement or other exhibit required by Rule12b-25(c) has been attached if
applicable.
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PART
III
B
NARRATIVE
State
below in reasonable detail the reasons 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.
Rainier
Pacific Financial Group, Inc. (the
A
Company
@
) has
determined that it is unable to timely file its Quarterly Report on Form 10-Q
for the quarter ended March 31, 2010 (the
A
Form
10-Q
@
)
and the Company expects that it will not be able to file the Form 10-Q within
the five-day extension permitted by the rules of the U.S. Securities and
Exchange Commission. As previously reported by the Company, on February 26,
2010, Rainier Pacific Bank (the
A
Bank
@
), the sole
operating subsidiary of the Company, was closed by the State of Washington,
Department of Financial Institutions, Division of Banks and the Federal Deposit
Insurance Corporation (
A
FDIC
@
) was
appointed as receiver of the Bank. Subsequent to the closure, Umpqua
Bank of Roseburg, Oregon assumed all of the deposits of the Bank, excluding
certain brokered deposits, and purchased essentially all of the Bank
=
s assets in
a transaction facilitated by the FDIC. The only source of income for
the Company was the Bank. As a result of these events, the Company is
without the personnel or resources to complete the Form 10-Q. The
Company will conduct no business other than in connection with its corporate and
disclosure obligations under law and in connection with the winding up of its
affairs.
PART
IV
B
OTHER
INFORMATION
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(1)
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Name
and telephone number of person to contact in regard to this
notification
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Jonathan W.
Blado
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(253)
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272-2997
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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 [X] No
The
Annual Report on Form 10-K was not filed for the year ended December 31, 2009
after the Bank was placed into receivership.
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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 fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
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[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.
As of
March 31, 2010, the Company's assets, excluding its investment in the Bank,
which investment is expected to be written off completely, are believed to
consist solely of approximately $100,000 in cash and its potential interest in
federal income tax refund claims of indeterminate value, and the Company's
liabilities are believed to consist solely of approximately $25,000 of payables
for accounting, legal, financial printing, investor relations, transfer agent
and other expenses incurred to date. The Company no longer has any source of
income except to the extent the Company receives distributions from the
liquidation of the Bank's assets from the FDIC, which is unlikely and not
expected, or to the extent the Company receives an allocable portion of the
pending federal income tax refund claims from the IRS, under applicable federal
income tax laws and regulations, the value (if any) of which cannot be
determined. In addition, the Company will continue to incur such expenses in
connection with the winding up of its affairs until it is liquidated or
dissolved pursuant to federal bankruptcy or state corporate laws, as planned.
Consequently, the Company does not expect, and can offer no assurances that any
net proceeds of liquidation or dissolution will be available for distribution to
its shareholders. At September 30, 2009, the Company reported
consolidated results as follows: total assets of $764.2 million; total deposits
of $466.3 million; shareholders
=
equity of
$12.8 million and a net loss for the nine months ended September 30, 2009 of
$43.3 million.
Rainier Pacific Financial Group, Inc.
(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 May
14, 2010
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By
/s/John A.
Hall
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John A. Hall
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President and Chief Executive
Officer
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Rainier Pacific Financial (CE) (USOTC:RPFG)
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