-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BeShKceb+hGn2Pv2xtLPsk7ABz3tDmBiFbDWKYKV4W/mjaP7bZS7LGFuBeYGLwqz s5UeoAQBMIV+XPvglw22qA== 0000950117-97-000269.txt : 19970223 0000950117-97-000269.hdr.sgml : 19970223 ACCESSION NUMBER: 0000950117-97-000269 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970214 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970221 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST CENTRAL FINANCIAL CORP CENTRAL INDEX KEY: 0000759441 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 112648222 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09138 FILM NUMBER: 97540694 BUSINESS ADDRESS: STREET 1: 266 MERRICK RD CITY: LYNBROOK STATE: NY ZIP: 11563 BUSINESS PHONE: 5165937070 8-K 1 FIRST CENTRAL FINANCIAL CORPORATION 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 14, 1997 ----------------- FIRST CENTRAL FINANCIAL CORPORATION (Exact Name of Registrant as Specified in Charter) NEW YORK 1-9138 11-2648222 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification Number) Incorporation)
266 MERRICK ROAD LYNBROOK, NEW YORK 11563 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (516) 593-7070 ------------------ ITEM 5. OTHER EVENTS Pursuant to Paragraph F of the General Instructions to Form 8-K, the Company hereby incorporates by reference herein the press release issued by the Company on February 14, 1997, which is attached hereto as Exhibit 99. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (C) EXHIBITS
Exhibit Description ------- ----------- 99 Press release, dated February 14, 1997
2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIRST CENTRAL FINANCIAL CORPORATION February 20, 1997 By: /s/ Andrew W. Attivissimo _____________________________________ Andrew W. Attivissimo President 3 INDEX TO EXHIBITS
Exhibit Description - ------- ----------- 99 Press release, dated February 14, 1997
EX-99 2 EXHIBIT 99 EXHIBIT 99 PRESS RELEASE FIRST CENTRAL FINANCIAL CORPORATION FOR RELEASE: FEBRUARY 14, 1997 CONTACT: VINCENT ESPOSITO, CONTROLLER FIRST CENTRAL FINANCIAL CORPORATION 266 MERRICK RD. LYNBROOK, NY 11563 (516) 593-7070 LYNBROOK, NY - February 14, 1997 - First Central Financial Corporation (ASE-FCC) announced today certain preliminary and unaudited results for the period ended December 31, 1996. First Central expects to incur a charge to earnings estimated at $11.5 million for the quarter ended December 31, 1996 for the purpose of increasing the loss reserves of First Central's principal subsidiary, First Central Insurance Company, a property and casualty insurer. Primarily as a result of the charge to earnings, First Central expects to report a net loss for the year ended December 31, 1996 of $9.7 million (after tax benefits) or approximately $1.62 per share. The foregoing estimates are preliminary and unaudited and subject to adjustment upon completion of First Central's audit by First Central's independent public accountants and as a result of the New York State Insurance Department review referred to below. Based on such estimates, First Central anticipates that Shareholders' Equity at December 31, 1996 will decline to approximately $23.2 million from $33.3 million at December 31, 1995 and Statutory Surplus of First Central Insurance Company at December 31, 1996 is expected to decline to approximately $10.5 million. Based upon required relationships between Net Premiums Written and Statutory Surplus, First Central Insurance Company expects that the reduction in Statutory Surplus will result in significantly reduced premium volume for the foreseeable future. In addition, First Central Insurance Company will have a deficiency in Earned Surplus resulting from its operational losses. Accordingly, it will be precluded from paying dividends to First Central by reason of such deficiency. Since the only material source of income to First Central is dividends from First Central Insurance Company, First Central will not declare any further dividends on its common stock for the foreseeable future, and unless First Central obtains another source of funds, First Central will be unable to pay the August 1, 1997 interest of $220,500 and the August 1, 1997 sinking fund obligation of $1.8 million under its 9% Convertible Subordinated Debentures. First Central is not currently in default under such Debentures but failure to pay the August 1, 1997 interest and sinking fund obligations will constitute defaults under the Debentures entitling the holders to accelerate the entire outstanding amount, currently $4.9 million. First Central emphasized that the foregoing anticipated results are preliminary and may be subject to further adjustments resulting in additional charges to earnings, higher losses and lower surplus than set forth above. Among other things, in connection with its triennial audit, First Central Insurance Company is in discussions with the New York State Insurance Department concerning its reserves and receivables at December 31, 1995. If the Insurance Department requires additional charges to earnings in accordance with its preliminary determinations, higher net losses and lower Shareholders' Equity and Statutory Surplus than set forth above will be reported at December 31, 1996. First Central Insurance Company believes that the Insurance Department may request that the Insurance Company submit a plan demonstrating to the Insurance Department the manner in which the Insurance Company proposes to restore the Insurance Company to compliance with Insurance Department requirements. There can be no assurance as to the outcome of the Insurance Company's discussions with the Insurance Department and the result of the Insurance Department's review. First Central anticipates that its Annual Report on Form 10-K will be timely filed and hence available on or before March 31, 1997. In an unrelated development, First Central announced that Martin J. Simon, who recently turned 77, has resigned as Chairman and Chief Executive Officer. Mr. Simon, First Central's founder and largest shareholder (owner of approximately 20% of the outstanding stock), has been engaged as a consultant and will remain on the Board of Directors. Mr. Simon stated "First Central has engaged a capable new President to lead it into the future. I intend to assist First Central in the challenges ahead. I have also decided to begin a new chapter in my life. I intend to teach and lecture as well as assist First Central." Andrew W. Attivissimo, President and Chief Operating Officer has been named Mr. Simon's successor as Chairman and Chief Executive Officer. Mr. Attivissimo, who has over 36 years of experience in the insurance industry, was hired by First Central in October 1996 and is implementing First Central's plans to review and consolidate its business. -----END PRIVACY-ENHANCED MESSAGE-----