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OMB Number: 3235-0058
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SEC FILE
NUMBER |
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001-31931
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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
o Form 11-K
o Form 10-Q
o Form 10-D
o Form N-SAR
o 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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o Transition Report on
Form 11-K |
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o Transition Report on
Form 10-Q |
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o 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
Woodbridge Holdings
Corporation
Full Name of
Registrant
Former Name if
Applicable
2100 West Cypress
Creek Road
Address of Principal
Executive Office (Street and Number)
Fort Lauderdale, Florida 33309
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.
Woodbridge Holdings
Corporation (Woodbridge) has delayed filing its Annual Report on Form 10-K for
the year ended December 31, 2008. Woodbridge intends to utilize the fifteen day
extension provided by filing this Notification of Late Filing on Form 12b-25
with the Securities and Exchange Commission (the SEC) and expects to file its
Annual Report on Form 10-K on or prior to March 31, 2009.
This filing
has been made in order for Woodbridge to complete the preparation of its Annual
Report on Form 10-K and audited financial statements for the year ended December
31, 2008.
While Woodbridge has no reason to believe that it will be
unable to file its Annual Report on Form 10-K for the year ended December 31,
2008 on or prior to the extended deadline of March 31, 2009, Woodbridge cannot
provide any assurance that it will be able to satisfactorily resolve the open
matters and file such report on or prior to the extended deadline.
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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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John K.
Grelle |
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954 |
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940-4919 |
(Name) |
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(Area Code)
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(Telephone Number) |
(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 þ 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 þ No o
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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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Woodbridge has provided preliminary financial information for the year ended
December 31, 2008.
Revenues from sales of real estate declined
significantly from $410.1 million for the year ended December 31, 2007 compared to
$13.8 million for the year ended December 31, 2008. Net loss for the year ended
December 31, 2008 was $140.3 million compared to net loss of $234.6 million for
the year ended December 31, 2007.
Until November 9, 2007, Woodbridge had
engaged in homebuilding activities through, among other entities, Levitt and
Sons, LLC (Levitt and Sons). On November 9, 2007, Levitt and Sons filed a
voluntary bankruptcy petition and, accordingly, Woodbridge deconsolidated Levitt
and Sons as of that date. The results of operations of Woodbridge for the year
ended December 31, 2008 do not include the results of operations of Levitt and
Sons.
On October 1, 2007, Woodbridge consummated an offering of
subscription rights to each holder of record of its Class A Common Stock and
Class B Common Stock as of August 27, 2007 and issued 15.3 million shares of
Class A Common Stock (after giving effect to the September 26,
2008 one-for-five reverse stock split) and received $152.8 million of proceeds.
Lastly,
Woodbridge expects to record $112.0 million of impairment charges in its results
of operations for the year ended December 31, 2008.
FORWARD-LOOKING
INFORMATION
Except for historical information contained herein, the
matters discussed in this Notification for Late Filing on Form 12b-25 contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve
substantial risks and uncertainties. Statements that are not historical facts,
including statements that are preceded by, followed by, or that include, the
words believes, anticipates, plans, expects or similar expressions and
statements are forward-looking statements. Woodbridges estimated or anticipated
results, performance or other non-historical facts are forward-looking and
reflect Woodbridges current perspective on existing trends and information.
Actual results, performance or achievements could differ materially from those
contemplated, expressed or implied by the forward-looking statements contained
herein. These forward-looking statements are based largely on the current
expectations of Woodbridge and are subject to a number of risks and
uncertainties that are subject to change based on factors that are, in many
instances, beyond Woodbridges control. These risks and uncertainties include:
the risk that Woodbridges actual results for the year ended December 31, 2008
may differ from the preliminary financial information contained in this
Notification of Late Filing on Form 12b-25; and the risk that Woodbridge may be
unable to file its Annual Report on Form 10-K within the 15-day extended filing
deadline. For additional information regarding these and other risks associated
with Woodbridges business, readers should refer to Woodbridges Annual Report
on Form 10-K for the year ended December 31, 2007 as well as other reports filed
from time to time with the Securities and Exchange Commission. Unless required
by law, Woodbridge undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise.
Woodbridge
Holdings 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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March 17, 2009 |
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By |
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/s/ John K. Grelle |
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John K. Grelle |
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Executive Vice President and Chief Financial
Officer |