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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date
of Report (Date of earliest event reported) February 18, 2000
GRAND CENTRAL FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 0-25945 34-1877137
(State or other Juris- (Commission (IRS Employer
diction of incorporation File Number) Identification No.)
or organization)
601 Main Street, P.O. Box 345, Wellsville, Ohio 43968
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(Address of principal executive offices)
(330) 532-1517
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
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On February 18, 2000, the Board of Directors of Grand Central Financial
Corp., a Delaware corporation (the "Company"), declared a special cash
distribution in the amount of $6.00 per share to each shareholder of record on
March 6, 2000 to be payable on March 17, 2000. Management of the Company expects
that the distribution will be a non-taxable return of capital.
Shareholders are advised to consult with their personal tax advisors with
respect to their particular income tax situation. A copy of the press release
announcing the distribution is attached as Exhibit 99 hereto and incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
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Exhibit 99 Press Release dated February 18, 2000
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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.
Dated: February 18, 2000 By: /s/ William R. Williams
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William R. Williams
President and Chief Executive Officer
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EXHIBIT 99 PRESS RELEASE
NEWS RELEASE
FOR IMMEDIATE RELEASE Contact: William R. Williams
President and Chief
Executive Officer
(330) 532-1517
GRAND CENTRAL FINANCIAL CORP, INC.
ANNOUNCES RETURN OF CAPITAL
Wellsville, Ohio, February 18, 2000 - - Grand Central Financial Corp.
(Nasdaq SmallCap: GCFC) announced today that its Board of Directors has declared
a special cash distribution in the amount of $6.00 per share. The cash
distribution will be payable on or about March 17, 2000 to stockholders of
record as of the close of business on March 6, 2000. Management of the Company
expects that the distribution will be a non-taxable return of capital. The
amount of the special cash distribution that would be treated as a return of
capital will be treated as a reduction in the cost basis of each share and will
not be subject to income tax as a dividend to shareholders.
William R. Williams, President and Chief Executive Officer of Grand
Central Financial Corp., commented that the Company is committed to managing its
excess capital and indicated that the Board of Directors declared the special
dividend in view of the strong capital position of the Company and its
subsidiary, Central Federal Savings and Loan Association. Mr. Williams noted
that, on February 9, 2000, the Company announced its intention to repurchase up
to five percent of its outstanding shares during the next six months subject to
the availability of stock and other market considerations. The Company indicated
that it will also consider additional opportunities to repurchase stock in the
future.
The Company's Employee Stock Ownership Plan ("ESOP"), a qualified
retirement benefit plan covering all full-time employees, holds approximately
154,556 shares of Company stock. The trustee of the ESOP expects to purchase
additional shares in open market transactions beginning after March 17, 2000
with the $927,336 it will receive from the distribution. In addition, the
Company expects to record a one-time compensation expense during the current
quarter with the pass-through of the special distribution to recipients of
awards under the Company's 1999 Stock-Incentive Plan. However, it is anticipated
that the special distribution will also result in a reduction of the Company's
ongoing compensation expense with respect to such awards as a result of
adjustments to the value of unvested shares subject to awards. The aggregate
amount of the additional compensation expense in the first quarter is
anticipated to be approximately $465,324.
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Grand Central Financial Corp. is the holding company for Central Federal
Savings and Loan Association of Wellsville, which operates two full-service
branches in Columbiana and Jefferson Counties in Eastern Ohio.
Statements contained in this news release, which are not historical facts,
contain forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements are
subject to risk and uncertainties, which could cause actual results to differ
materially from those currently anticipated due to a number of factors, which
include, but are not limited to, factors discussed in documents filed by the
Company with the Securities and Exchange Commission from time to time.
