UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number 0-07477
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ]Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2004
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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Nothing in this report 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 information relates:
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PART I
REGISTRANT INFORMATION
Full name of registrant The Enstar Group, Inc.
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Former name if applicable
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Address of principal executive office (Street and number) 401 Madison Avenue
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City, state and zip code Montgomery, Alabama 36104
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PART II
RULE 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 reasons described below in reasonable detail in Part III
of this form could not be eliminated without unreasonable
effort or expense;
[X] (b) 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 portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
[X] (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 the Form 10-K, 20-F,
11-K, 10-Q, N-SAR, N-CSR, or the transition report portion thereof could not be
filed within the prescribed time period.
The Annual Report on Form 10-K for the fiscal year ended December 31,
2004, including the financial statements to be included therein, of The
Enstar Group, Inc. (the "Company") could not be filed with the
Securities and Exchange Commission on a timely basis without
unreasonable effort or expense in light of the circumstances described
below.
Until July 2004, the Company held interests in Green Tree Investments
LLC and related entities (collectively, "Green Tree") through JCF CFN
LLC and related entities, which the Company consolidates as variable
interest entities pursuant to Interpretation No. 46 of the Financial
Accounting Standards Board. For the fiscal year ended December 31, 2003
Green Tree was audited by another accounting firm (the "Predecessor
Green Tree Auditors"). The audit report issued by Deloitte & Touche
LLP, the Company's Independent Registered Public Accounting Firm, which
is included in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2003, states that insofar as amounts are
included in the Company's financial statements relating to Green Tree,
Deloitte & Touche LLP is relying upon the Predecessor Green Tree
Auditors. Accordingly, the Company included the Predecessor Green Tree
Auditors' reports relating to the December 31, 2003 Green Tree
financial statements in its annual report on Form 10-K for the year
ended December 31, 2003. Green Tree changed accounting firms in 2004,
and Green Tree's new auditors (the "Successor Green Tree Auditors")
have not yet completed their audit of the financial statements of Green
Tree for the fiscal year ended December 31, 2004. As a result, the
Predecessor Green Tree Auditors are not yet able to agree to the
inclusion of their audit reports for the fiscal year ended December 31,
2003 in the Company's Form 10-K filing for the fiscal year ended
December 31, 2004. Therefore, Deloitte & Touche LLP is unable to issue
its audit report and the Company is unable to complete its Form 10-K
for the fiscal year ended December 31, 2004.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification:
Cheryl D. Davis
Chief Financial Officer (334) 834-5483
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(Name) (Area Code)(Telephone Number)
(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 the report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in the 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? [ ] Yes [X] 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.
The Enstar Group, Inc.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 17, 2005 By: /s/ Cheryl D. Davis
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Cheryl D. Davis
Chief Financial Officer