U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934. For the Fiscal Year ended March 31, 2000.
Commission File number: 811-0969
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THE FIRST CONNECTICUT CAPITAL CORPORATION
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(Exact name of Registrant as Specified in its Charter)
CONNECTICUT 06-0759497
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(State of Incorporation) (IRS Employer Identification No.)
1000 BRIDGEPORT AVENUE, SHELTON, CONNECTICUT 06484
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(Address of principal executive offices) Zip Code
Registrant's telephone number (203) 944-5400
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Securities registered under Section 12(b) of the Exchange Act: NONE
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Name of each exchange on which registered: NONE
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Securities registered pursuant to Section 12(g) of the Exchange Act:
TITLE OF CLASS
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COMMON
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No_____
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained herein, and will not be contained to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ X ]
Registrant's revenues for its most recent fiscal year: $931,000
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of June 9, 2000 based on the closing sales price of such stock on
such date was approximately $427,000
Check whether the registrant has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes_____ No_____
The number of shares outstanding of the registrant's common stock as of June 9,
2000 was 1,173,382.
DOCUMENTS INCORPORATED BY REFERENCE:
The following documents are hereby incorporated by reference into the following
Parts of this Form 10-KSB: (1) financial statements as of and for the fiscal
years ended March 31, 2000 and 1999, and Independent Auditors' Report is
incorporated by reference into Part II Item 7.
<PAGE>
TABLE OF CONTENTS
PART I PAGE
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Item 1 - Description of Business .....................................1 - 4
Item 2 - Description of Property ..................................... 4
Item 3 - Legal Proceedings ........................................... 4
Item 4 - Submissions of Matters to a Vote of
Security Holders ........................................ 4
PART II
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Item 5 - Market for Common Equity and
Related Stockholder Matters .............................4 - 5
Item 6 - Management's Discussion and Analysis of Financial
Condition and Results of Operations .....................5 - 8
Item 7 - Financial Statements ........................................ 8
Item 8 - Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure .................. 9
PART III
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Item 9 - Directors, Executive Officers, Promoters and Control Persons,
Compliance with Section 16(a)
of the Exchange Act ....................................9 - 10
Item 10 - Executive Compensation ..................................... 10
Item 11 - Security Ownership of Certain Beneficial Owners and
Management ............................................. 11
Item 12 - Certain Relationships and Related Transactions ............. 11
Item 13 - Exhibits and Reports on Form 8-K ........................... 11
SIGNATURES ................................................................ 12
<PAGE>
PART I
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ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
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The First Connecticut Capital Corporation (the "Corporation") is
engaged in the mortgage banking business, which involves the origination,
purchase, sale and servicing of mortgage loans secured by residential or
commercial real estate. The Corporation's revenues consist of loan servicing
fees, loan origination fees, interest on mortgage loans held prior to sale and
gains from the sale of loans and mortgage servicing rights. Mortgage loans which
are originated or purchased by the Corporation may be resold.
The Corporation also engages in mortgage servicing, of its own
Portfolio Loan Program, which includes the processing and administration of
mortgage loan payments and remitting principal and interest to purchasers. The
Corporation also monitors delinquencies, collects late fees, manages
foreclosures, processes prepayments and loan assumption fees, provides
purchasers with required reports, and answers borrowers' inquiries. Although the
Corporation plans, from time to time, to sell a portion of its mortgage
servicing rights, it intends to build the size of its mortgage servicing
portfolio by retaining the servicing rights from a large share of its mortgage
loan originations.
As of June 9, 2000, the Corporation serviced a total portfolio of
approximately $14,376,000, consisting, in part, of mortgage loans which were
sold by the Corporation to GF Mortgage Corporation, a subsidiary of Gruntal
Financial Corporation, a subsidiary of The Home Insurance Corporation, on
December 15, 1993. On April 19, 1996, GF Mortgage Corporation was sold to Walsh
Acquisition Company, also known as Walsh Securities. On October 27, 1997 the
balance of that portfolio was sold to Greenwich Capital Financial Corporation.
The Corporation continues to service the remaining balance of $3,100,000 as of
June 9, 2000, under a new service agreement. The Corporation also services its
Portfolio Loan Program, which had an outstanding balance of $7,006,000 at June
9, 2000. In addition the Corporation as General partner also services loans for
First Connecticut Capital Mortgage Fund A, Limited Partnership, which had a
mortgage loan balance of $4,270,000 at June 9, 1999.
HISTORY
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The Corporation (formerly The First Connecticut Small Business
Investment Company) was incorporated on May 6, 1960 as a federally licensed
small business investment company under the Small Business Investment Act of
1958 and was registered as an investment company under the Investment Company
Act of 1940. The Corporation's business consisted of providing long-term loans
to finance the growth, expansion and development of small business concerns.
1
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On August 15, 1990, the Corporation filed a petition for relief under
Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court.
On October 18, 1991, the Corporation filed a plan of reorganization (the "Plan")
with the United States Bankruptcy Court. The Plan was confirmed as of January 9,
1992. Under the Plan, the Corporation was required to surrender its license to
operate as a small business investment company.
On June 29, 1993, the Corporation's application for deregistration
under the Investment Company Act of 1940 was approved by the Securities and
Exchange Commission.
On December 15, 1993, the Corporation sold substantially all of its
outstanding investment portfolio to GF Mortgage Corporation for an amount
sufficient to settle substantially all of the Company's liabilities under the
Plan. As part of this transaction, restrictions under the Plan regarding the
Corporation's lending activities were waived.
The Corporation was granted a license by the State of Connecticut
Department of Banking to engage in business as a First Mortgage
Loan-Lender/Broker on April 8, 1994. The Corporation is also licensed by the
State of Connecticut as a Second Mortgage Lender/Broker.
On December 28, 1994, the United States Bankruptcy Court issued a final
decree closing the Chapter 11 case of the Company.
On August 3, 1995, the Corporation was granted a license by the State
of Massachusetts, Department of Banking, to engage in business as a Mortgage
Lender.
SEASONALITY
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The Corporation's business and the mortgage banking industry as a whole
is generally subject to seasonal trends which reflect a pattern of home sales
and resales. Loan originations typically peak during the spring and summer
seasons and decline from mid-November through January. Prior to January 1996,
the Corporation focused its efforts on refinances of mortgages on residential
properties, which was generally the case throughout the industry. Since January
1996, the Corporation has expanded its Portfolio Loan Program to include
short-term mortgages for construction, remodeling and additions. These loans are
predominately collateralized by first mortgage liens on residential properties
and are sold to qualified investors or to the limited partnership as defined
below with fees retained for servicing.
COMPETITION
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The Corporation competes with other mortgage bankers, mortgage brokers,
state and national banks, thrift institutions and insurance companies for loan
originations and purchases. Many of its competitors have substantially greater
financial resources than the Corporation. The Corporation competes for loan
originations, in part, based on price, through print and electronic media
advertising campaigns, by telemarketing to potential borrowers, and by
maintaining close relationships with mortgage brokers, real estate brokers and
builder-developers.
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REGULATION
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The Corporation is not presently an approved seller/servicer for the
Government National Mortgage Association ("GNMA"), the Federal National Mortgage
Association ("FNMA"), or the Federal Home Loan Mortgage Corporation ("FHLMC"),
nor is the Corporation an approved issuer and servicer under GNMA, FNMA or FHLMC
mortgage-backed securities programs. The Corporation is not qualified to
originate mortgage loans insured by the Federal Housing Administration (the
"FHA") or partially guaranteed by the Veterans Administration (the "VA"). The
Corporation does not presently intend to apply for such approvals or
qualifications. Accordingly, the Corporation is not currently subject to the
rules and regulations of these agencies with respect to originating, processing,
selling and servicing mortgage loans, but may become subject to such rules and
regulations should the Corporation become an approved issuer, seller or servicer
for any of these agencies. Such rules and regulations would, among other things,
prohibit discrimination and establish underwriting guidelines which include
provisions for inspections and appraisals and require credit reports on
prospective borrowers, and with respect to VA loans, fix maximum interest rates.
The Corporation's mortgage loan origination activities are subject to
the Equal Credit Opportunity Act, the Federal Truth-In-Lending Act, the Real
Estate Settlement Procedures Act and the regulations promulgated thereunder
which prohibit discrimination and require the disclosure of certain information
to borrowers concerning credit and settlement costs. Additionally, the sale of
mortgage loans by the Corporation to purchasers may be subject to applicable
federal and state securities laws.
There are various state laws affecting the Corporation's mortgage
banking operations, including licensing requirements and substantive limitations
on the interest and fees that may be charged. The Corporation is in possession
of all required licenses in those states in which it does business that require
such licenses, except where the absence of such licenses are not material to the
business and operations as a whole. States have the right to conduct financial
and regulatory audits of the loans under their jurisdiction.
PERSONNEL
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As of June 9, 2000, the Corporation had 4 employees, all of whom were
employed at the Corporation's headquarters in Shelton, Connecticut. The
Corporation believes that its relations with its employees are good.
INVESTMENT POLICIES
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(i) Investments in real estate - The Corporation does not invest
in real estate or interests in real estate but may acquire
real estate by foreclosure of mortgage loans owned by the
Corporation or by deed in lieu of foreclosure. Primarily such
properties would consist of 1-4 family dwellings or unimproved
building sites. The Corporation does not intend to own or
operate properties for an extended period of time but rather
its policy is to sell such properties at fair value as soon as
possible.
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(ii) Investments in real estate mortgages - The Corporation intends
to originate first or second real estate mortgages and sell
certain of these mortgages immediately to interested
purchasers, retaining the application fees and servicing
rights. Maturities of mortgages not sold will range from one
to five years.
(iii) The Corporation currently does not intend to invest in the
securities of, or interests in, persons or entities which are
primarily engaged in real estate activities.
ITEM 2. DESCRIPTION OF PROPERTY
The Corporation is located at 1000 Bridgeport Avenue, Shelton,
Connecticut. The office contains 1,772 square feet of space, which the
Corporation currently leases from an unaffiliated party pursuant to a 5-year
lease expiring December 31, 2002.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
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ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Corporation's common stock is traded over the counter, and the high
(bid) and low (asked) prices of the Corporation's stock are quoted in the NASDAQ
Electronic Bulletin under the symbol FCCC.
Following are the high and low bid prices for the Corporation's common
stock during the fiscal years ended March 31, 2000 and 1999 according to the
NASDAQ Electronic Bulletin.
HIGH LOW
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2000
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First Quarter $.750 $.350
Second Quarter .780 .650
Third Quarter .900 .760
Fourth Quarter .875 .560
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HIGH LOW
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1999
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First Quarter $.9375 $.220
Second Quarter .5700 .250
Third Quarter .4300 .280
Fourth Quarter .4300 .290
The approximate number of stockholders of record on June 9, 2000 was
1,400 and the Corporation estimates that it has a total of approximately 1,700
beneficial shareholders. The closing bid quotation of the Corporation's Common
Stock on that date was approximately 40 cents. The Corporation has not paid any
dividends on its Common Stock since April 27, 1990. The Corporation currently
intends to retain earnings, for use in its business and does not anticipate
paying cash dividends in the foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
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The Corporation had net income of $134,000 for the year ended March 31,
2000 compared to a net income of $808,000 for the year ended March 31, 1999. The
decrease of $674,000 is due primarily to the loss of $322,000 recorded on note
receivable, the decrease in the income tax benefit of $285,000 and the increase
of $91,000 of interest paid on the Corporation's line of credit.
Total interest and fee income for the year ended March 31, 2000 was
$509,000 as compared $328,000 for the year ended March 31, 1999, an increase of
$181,000 or 55%. This increase was primarily due to an increase in origination
fees collected by the Corporation, due to an increase in the number and dollar
amount of mortgage loans originated and funded by the Corporation. Management
attributes the increase to its successful marketing of its knowledge of
construction and real estate lending, its ability to service loan demand from
homebuilders, remodelers and developers and the generally favorable climate for
the construction industry.
For the years ended March 31, 2000 and 1999, the Corporation recorded a
$44,000 and $261,000 reduction to the allowance for loan losses, representing
the payoff of a loan, and the reversal of specific reserves attributable to the
modification of an existing portfolio loan and the payoff of another loan,
respectively. The modification and extension agreement includes additional
collateral in the form of a first mortgage position on adjacent real estate as
well an assignment of a lease from the tenant occupying this additional parcel.
This additional collateral further solidifies the Corporation's original
security and eliminates the need for a reserve on this loan.
5
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For the year ended March 31, 2000, the Corporation recognized $140,000
in net gains on loans held for sale compared to $79,000 for the year ended March
31, 1999. This increase is due to increases in the number and dollar amount of
mortgage loans originated, sold and serviced by the Corporation. Management
attributes this increase to the successful marketing of its expertise in
construction lending, its ability to properly service loan demand from
homebuilders and the generally favorable climate for the construction industry.
Total operating expenses for the year ended March 31, 2000 were
$864,000 as compared to $425,000 for the year ended March 31, 1999, an increase
of $439,000 or 103%. This increase was primarily due to the write-off of
$322,000 of an unsecured note receivable, the note predates the Corporation's
short term mortgage program and relates to the liquidation of the portfolio sold
under the Loan and Real Property Purchase Agreement dated June 29, 1993 (and
amended on October 29, 1993). Also included in the increase is a loss of $4,000
related to an old road bond, increase in officer salaries, professional fees,
amortization of mortgage servicing rights, issuance of a directors and officers
liability insurance policy and a key employee life insurance policy, and the
cost associated with the Corporation's annual meeting.
A net income tax benefit of $133,000 was recorded for the year ended
March 31, 2000, as compared to $418,000 for the year ended March 31, 1999, which
primarily reflects the reduction of the valuation allowance against net
operating loss carryforwards (NOLS), based on management's assessment of the
amount of NOLS that will be more likely than not be realized based on current
and projected profitability.
PLAN OF OPERATION
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The Corporation is engaged in the mortgage banking business, which
involves the origination, purchase, sale and servicing of mortgage loans secured
by residential or commercial real estate.
The Corporation continues to seek ways to reduce expenses while at the
same time increase market activity of its products and services. Management
plans to continue to actively pursue strategic acquisitions or mergers of other
finance companies in order to implement its business plan of expansion.
LIQUIDITY AND CAPITAL RESOURCES
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At March 31, 2000 and 1999, the Corporation had cash and cash
equivalents of $327,000 and $385,000, respectively.
On December 7, 1999, the Corporation closed its second Commercial Line
of Credit with The Hudson United Bank (formerly Lafayette American Bank & Trust
Company). This $2,000,000 line of credit is for a term of one year at an
interest rate of 2.5% over the Wall Street Prime Rate. This line is
collateralized by an assignment of notes and mortgages equal to the amount of
the loan. At March 31, 2000, there was $1,718,000 advanced on this line of
credit.
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There were no advances outstanding on this line of credit at March 31, 1999. The
Corporation is hopeful that this is the first step in establishing a long-term
conventional banking relationship that will continue to grow and enable the
Corporation to increase its volume of business.
The Corporation currently anticipates that during the year ending March
31, 2001, its principal financing needs will consist of funding its mortgage
loans held for sale and the ongoing net cost of mortgage loan originations. The
Corporation believes that cash on hand, internally generated funds and
availability on its new line of credit will be sufficient to meet its corporate,
general and administrative working capital and other cash requirements during
the year ending March 31, 2001. Future cash flow requirements will depend
primarily on the level of the Corporation's activities in originating and
selling mortgage loans, as well as cash flow required by its operations. If
construction loan demand continues to increase, the Corporation will require
additional cash to service those requirements. Due to the aforementioned line of
credit, the Corporation feels it will be able to meet these cash requirements.
The Corporation also continues to decrease its cash flow requirements by
monitoring all expenses.
The Corporation continues to investigate and pursue alternative and
supplementary methods to financing its operations and to support the growth of
the Corporation.
The Corporation did not have any material capital commitments at March
31, 2000.
INFLATION
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Inflation will affect the Corporation most significantly in the area of
loan originations. Interest rates normally increase during periods of high
inflation and decrease during periods of low inflation.
ACCOUNTING PRONOUNCEMENTS
-------------------------
NEW ACCOUNTING PRONOUNCEMENTS - In 1998, the Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS)
No. 133, "Accounting for Derivative Instruments and Hedging Activities", as
amended in June 1999 by SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133".
This statement establishes accounting and reporting standards for derivative
instruments and for hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those assets and liabilities at fair value. This statement
is effective for the fiscal years beginning after June 15, 2000. Management does
not believe that adoption of this standard will significantly impact the
Corporation's financial statements.
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PARTNERSHIP
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On March 21, 1997, the Corporation formed a Limited Partnership known
as First Connecticut Capital Mortgage Fund A, Limited Partnership (the "Limited
Partnership") of which the Corporation is the General Partner. The purpose of
this entity is to sell units in the Limited Partnership to investors in a
private placement, up to a maximum of $5 million in $50,000 units, for the
purpose of funding a short-term Portfolio Loan Program for the Limited
Partnership. The limited partners will be restricted to investors who qualify as
"Accredited Investors", as defined in Regulation D, promulgated under the
Securities Act of 1933. This program generates income to the Corporation in the
form of loan origination fees and servicing fees in excess of a guaranteed
income return to the limited partners in connection with mortgage loans that
would be purchased by the Limited Partnership from the funds invested by the
limited partner. As of June 9, 2000, the Corporation sold 89 units in the
Partnership. A copy of the offering memo is available upon request.
YEAR 2000 ISSUE
---------------
Over the past several quarters, we had reported, on a regular basis,
concerns related to the "Year 2000 Compliant Issues," which centered upon the
inability of computer systems to recognize the date change into the year 2000.
The Corporation did not experience any interruptions in any computer operations
related to the year 2000 computer concern, including our loan and accounting
functions. Additionally, we did not encounter any significant delays or
difficulties as a result of Year 2000 computer concerns from our major
borrowers, suppliers, financial institutions and registrar and transfer agent.
Although there has been no evidence of any Y2K related failure, there
can be no guarantee that the Corporation's systems or systems of other entities
on which the Corporation's system rely will not subsequently develop Y2K related
problems and have a material adverse effect on the Corporation. As of March 31,
1999, the Corporation had expensed approximately $9,000 to replace certain
computer hardware, as of March 31, 2000, no additional costs were incurred as a
result of Year 2000 issues.
ITEM 7. FINANCIAL STATEMENTS
The Corporations financial statements as of and for the years ended
March 31, 2000 and 1999 are incorporated herein by reference and are attached
hereto as Exhibit 13.
Independent Auditors' Report - Page 1
Balance Sheets, March 31, 2000 and 1999 - Page 2
Statements of Income, years ended March 31, 2000 and 1999 - Page 3
Statements of Changes in Stockholders' Equity,
years ended March 31, 2000 and 1999 - Page 4
Statements of Cash Flows, years ended
March 31, 2000 and 1999 - Page 5
Notes to Financial Statements - Page 6
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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
The Corporation has not changed accountants in the twenty-four month
period prior to March 31, 2000. No disagreements on accounting or financial
disclosure practices occurred during the fiscal year ended March 31, 2000.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors and executive officers of the Corporation as of June 9,
2000 are as follows:
NAMES AGE PRESENT POSITION
----- --- ----------------
David Engelson 79 Chairman of the Board of Directors
Lawrence R. Yurdin 60 President, CEO and Director
Jan E. Cohen 43 Director
Thomas D'Addario 48 Director
Ronald Farrell 55 Director
Michael L. Goldman 39 Assistant Secretary and Director
Priscilla E. Ottowell 53 Secretary and Controller
David Engelson, Director of the Corporation since 1960. Chairman of the
Board of the Corporation.
Lawrence R. Yurdin, Director of the Corporation since 1986. President
and Chief Executive Officer of the Corporation; employed by the Corporation in
various capacities since 1970.
Jan E. Cohen, Director of the Corporation since 1998. CEO, President
and Director of CF Industries, Inc.; CEO, LLC Manager and Director of Northeast
Builders Supply and Home Centers, LLC.; CEO and LLC Manager of The Brilco
Business Center and a Member of the American Institute of Certified Public
Accountants and the Connecticut Society of CPA's.
Thomas D'Addario, Director of Corporation since 1998. Vice President of
Mario D'Addario Buick, Inc., and Vice President of Mario D'Addario Limousine
Services.
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Ronald Farrell, Director of the Corporation since 1998. Principal
owner, Vice President and Operating Officer of the Kaufman Fuel Company.
Michael L. Goldman, Assistant Secretary and Director of the Corporation
since 1998. Managing Principal in the law firm of Goldman, Gruder & Woods, LLC,
and Director and President of The State Street Mortgage Company.
Priscilla E. Ottowell elected Secretary of the Corporation on April 12,
1995. Employed by the Corporation as Controller since 1985.
Each of the director's holds office for a term of one year, and until a
successor has been chosen and qualified. Directors, except Messrs. D. Engelson
and L. Yurdin, receive a fee of $300 per Board meeting.
Mr. Lawrence R. Yurdin is the son-in-law of Mr. David Engelson,
Chairman of the Board and a Director of the Corporation.
ITEM 10. EXECUTIVE COMPENSATION
The following summary compensation table sets forth certain information
regarding the annual and long-term compensation of David Engelson, Chairman and
Lawrence R. Yurdin, President and CEO, for each of the last three fiscal years.
No officers of the Corporation received salary and bonus in excess of $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------- ----------------------
AWARDS PAYOUTS
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OTHER
ANNUAL RESTRICTED ALL OTHER
NAME AND COMPEN- STOCK OPTIONS/ LTIP COMPEN-
PRINCIPAL YEAR SALARY BONUS SATION AWARDS SARS PAYOUTS SATION
POSITION ENDED ($) ($) ($) ($) (#) ($) ($)
---------- ----- ------ ------- ------- --------- ------- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
David Engelson 03/31/00 $11,000 0 0 None 0 None 0
Chairman of the 03/31/99 $13,000 0 0 None 0 None 0
Board & Treasurer 03/31/98 $12,000 0 0 None 0 None 0
Lawrence R Yurdin 03/31/00 $83,000 0 0 None 0 None 0
President and CEO 03/31/99 $67,500 0 0 None 0 None 0
03/31/98 $67,500 0 0 None 0 None 0
</TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
-----------------------------------------------
The following tables' list the beneficial owners of more than
five-percent of the Corporation's Common Stock and the shares beneficially owned
by all directors and executive officers of the Corporation as of March 31, 2000.
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNER PERCENT
---------------- ---------------- -------
Robert E. Humphreys 114,900 9.792
64 Alcott Street
Acton, MA 01720
SECURITY OWNERSHIP OF MANAGEMENT
--------------------------------
NAME OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNER PERCENT
---------------- ---------------- -------
David Engelson 43,605 3.716
Lawrence R. Yurdin 21,707 1.850
Jan E. Cohen 2,113 .180
Thomas D'Addario 15,700 1.340
Ronald Farrell 2,500 .213
Michael L. Goldman 16,921 1.440
Priscilla E. Ottowell 4,389 .374
All directors and executive officers
as a group (seven persons) 106,935 9.113
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT
As of March 31, 2000, the Corporation has a $120,000 loan outstanding
to CF Industries, Inc. The President of CF Industries, Inc. is Jan E. Cohen, a
director of the Corporation. The loan is collateralized by a first mortgage on
property owned by CF Industries, Inc., and is personally guaranteed by Mr.
Cohen. The Loan Committee and the Board of Directors approved the loan which was
granted at terms equivalent to other arm's length transactions entered into by
the Corporation.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(13) Financial Statements.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended
March 31, 2000.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THE FIRST CONNECTICUT CAPITAL CORPORATION
Date: JUNE 12, 2000 By: / S / LAWRENCE R. YURDIN
------------------------
Lawrence R. Yurdin
President and Chief Executive Officer
Date: JUNE 12, 2000 By: / S / PRISCILLA E. OTTOWELL
----------------------------
Priscilla E. Ottowell
Secretary and Controller
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: JUNE 12, 2000 / S / DAVID ENGELSON
---------------------
David Engelson
Chairman of the Board
Date: JUNE 12, 2000 / S / JAN E. COHEN
-------------------
Jan E. Cohen
Director
Date: JUNE 12, 2000 / S / THOMAS D'ADDARIO
-----------------------
Thomas D'Addario
Director
Date: JUNE 12, 2000 / S / RONALD FARRELL
---------------------
Ronald Farrell
Director
Date: JUNE 12, 2000 / S / MICHAEL L. GOLDMAN
------------------------
Michael L. Goldman
Assistant Secretary and Director
Date: JUNE 12, 2000 / S / LAWRENCE R. YURDIN
------------------------
Lawrence R. Yurdin
President and Director
Date: JUNE 12, 2000 / S / PRISCILLA E. OTTOWELL
---------------------------
Priscilla E. Ottowell
Secretary and Controller
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