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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 0-15777
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(Check One)
/x/ Form 10-K and Form 10-KSB / / Form 11-K
/ / Form 20-F / / Form 10-Q and Form 10-QSB / / Form N-SAR
For Period ended: December 31, 1999
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/ / Transition Report on Form 10-K / / Transition Report on Form 10-Q
and Form 10-KSB and Form 10-QSB
/ / 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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Read Attached Instruction Sheet 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:
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PART I.
REGISTRANT INFORMATION
Full name of registrant First Independence Corporation
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Former name if applicable
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Address of principal executive office (Street and number)
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44 Michigan Avenue
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City, state and zip code Detroit, Michigan 48226
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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)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q,10-QSB, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's 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 the reasons why Form 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed.)
Registrant's 10-KSB could not be filed within the prescribed time period
because its 1999 financial statements and audit are not yet completed. The
Corporation is awaiting the completion of an appraisal of the main office of
its wholly-owned bank subsidiary to determine whether its book value represents
a fair and reasonable value for financial statement purposes. The corporation
has a suspended Employee Stock Ownership Plan (ESOP) which owns approximately
ten percent (10%) of the Corporation's stock. This affects the presentation of
equity in the balance sheet. A valuation of the stock is being determined by the
Corporation's Board of Directors which has requested an independent fairness
opinion with respect to its valuation.
PART IV.
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Rose Ann Lacy (313) 256-8448
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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 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 report(s).
/ X/ Yes / / No
(3) 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?
/ / 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.
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(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 30, 2000 By Rose Ann Lacy, Chief Financial Officer
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Instruction. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall be
filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute federal criminal
violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
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[CROWE CHIZEK LOGO]
March 30, 2000
First Independence Corporation
44 Michigan Avenue
Detroit, Michigan 48226
To the Board of Directors:
You have requested us to provide a letter related to our inability to complete
our audit of the financial statements as of the date of this letter, for
purposes of inclusion of our opinion in your SEC Form 10-KSB. As we have
discussed, we are awaiting the final appraisal report to support the carrying
value of the main office. In addition, we are awaiting a fairness opinion to
support the value of the Corporation's common stock as determined by the Board
of Directors for the purpose of reporting the fair value of the shares subject
to repurchase held by the Employee Stock Ownership Plan.
Please call us with any questions.
Sincerely,
/s/ Clarence R. Ebersole
Clarence R. Ebersole
Partner
Crowe, Chizek & Company LLP
