<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to __________________
Commission file number 1-9138
FIRST CENTRAL FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
New York 11-2648222
(State or other jurisdiction of incorporation (I.R.S. Employer Identification Number)
or organization)
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266 Merrick Road, Lynbrook, New York 11563
(Address of principal executive offices)
(Zip Code)
(516) 593-7070
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 ___
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Shares Outstanding at
Title of Class (excluding 595,404 treasury shares)
- -------------------------------------- -----------------------------------
Common Stock, Par Value $.10 Per Share 5,981,108
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TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION
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Page No.
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ITEM I FINANCIAL STATEMENTS ............................................. 1
Consolidated Balance Sheets ...................................... 1
Consolidated Statements of Income ................................ 3
Consolidated Statements of Changes in Shareholders' Equity ....... 4
Consolidated Statements of Cash Flows ............................ 5
Notes to Financial Statements .................................... 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS .............................. 7
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .................................. 10
SIGNATURES ........................................................ 15
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PART I
FINANCIAL INFORMATION
ITEM 1. Financial Statements
FIRST CENTRAL FINANCIAL CORPORATION and SUBSIDIARIES
Consolidated Balance Sheets
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March 31, December 31,
1995 1994
------------ ------------
(Unaudited) *
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ASSETS
Investments
Securities available-for-sale, at market value:
Fixed maturities (amortized cost 1995 - $37,149,088;
1994 - $33,426,715) $ 35,438,674 $ 30,574,904
Equity securities, (cost: 1995 - $37,511,038;
1994 - $38,782,895) 35,340,217 32,801,833
Securities held-to-maturity at amortized cost (market:
1995 - $11,068,774; 1994 - $9,896,497) 11,068,491 9,937,037
Short-term investments, at cost, which approximates
market 5,223,194 8,759,364
------------ ------------
Total Investments 87,070,576 82,073,138
Cash 180,205 409,612
Accrued investment income 832,016 944,470
Agents' balances, less allowance for doubtful accounts
(1995 - $1,325,836; 1994 - $1,321,936) 15,388,214 15,202,267
Reinsurance receivables 23,915,121 24,833,081
Prepaid reinsurance premiums 2,257,299 1,973,997
Federal income taxes recoverable 336,284 154,262
Other receivables 346,884 139,444
Deferred policy acquisition costs 7,592,070 7,339,084
Deferred debenture costs 524,112 541,696
Deferred income taxes 4,827,000 6,280,000
Property, plant and equipment less accumulated depreciation
(1995 - $1,685,479; 1994 - $1,562,814) 4,962,724 1,045,799
Other Assets 394,280 791,730
------------ ------------
$148,626,785 $141,728,580
============ ============
</TABLE>
* The balance sheet at December 31, 1994 has been derived from audited
consolidated financial statements at that date.
The accompanying notes are an integral part of these statements.
1
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FIRST CENTRAL FINANCIAL CORPORATION and SUBSIDIARIES
Consolidated Balance Sheets
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March 31, December 31,
1995 1994
------------- -------------
(Unaudited) *
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LIABILITIES AND STOCKHOLDERS' EQUITY
Policy Liabilities
Unpaid losses $ 67,116,568 $ 66,499,524
Unpaid loss adjustment expenses 7,613,452 7,016,895
Unearned premiums 34,558,602 32,529,415
------------- -------------
Total Policy Liabilities 109,288,622 106,045,834
Reinsurance payable 57,106 503,684
Obligation under capital leases 178,705 84,744
Convertible subordinated debentures 6,505,000 6,755,000
Other liabilities 964,580 1,101,335
------------- -------------
Total Liabilities 116,994,013 114,490,597
------------- -------------
Commitments and Contingencies
Shareholders' Equity
Common Stock, par value $.10 per share;
authorized - 20,000,000 shares; issued (1995 -
$6,576,512 shares; 1994 - 6,576,512 shares) 657,652 657,652
Additional paid-in capital 13,139,551 13,139,551
Net unrealized depreciation on securities available-
for-sale, net of deferred taxes of (1995 -
$1,319,000; 1994 $3,003,000) (2,562,234) (5,829,873)
Retained earnings 24,480,820 23,189,795
------------- -------------
35,715,789 31,157,125
Less treasury stock, at cost (1995 - $595,404
shares; 1994 - 572,404 shares) (4,083,017) (3,919,142)
------------- -------------
Total Shareholders' Equity 31,632,772 27,237,983
------------- -------------
$ 148,626,785 $ 141,728,580
============= =============
</TABLE>
* The balance sheet at December 31, 1994 has been derived from audited
consolidated financial statements at that date.
The accompanying notes are an integral part of these statements.
2
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FIRST CENTRAL FINANCIAL CORPORATION and SUBSIDIARIES
Consolidated Statements of Income
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Three Months Ended March 31,
1995 1994
------------- -------------
(Unaudited) (Unaudited)
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Revenues
Premiums Written - Direct $ 17,890,742 $ 16,455,213
Reinsurance ceded (3,321,296) (1,781,503)
------------- -------------
Net Premiums Written 14,569,446 14,673,710
(Increase) Decrease in unearned premiums (1,745,885) (2,260,346)
------------- -------------
Net Premiums Earned 12,823,561 12,413,364
Net investment income 1,249,867 1,170,795
Realized gain (loss) on investments 181,246 438,074
Claims adjusting revenues 148,513 165,526
Rental income 129,745 --
------------- -------------
Total Revenues 14,532,932 14,187,759
------------- -------------
Expenses
Losses 5,917,693 5,910,873
Loss adjustment expense 2,024,370 1,525,432
Policy acquisition costs 3,247,257 3,269,724
Interest expense 151,528 161,897
Doubtful accounts 87,582 318,356
Other operating expenses 1,263,501 1,221,886
------------- -------------
Total Expenses 12,691,931 12,408,168
------------- -------------
Income Before Income Taxes 1,841,001 1,779,591
Federal and State Income Taxes 368,500 538,300
------------- -------------
Net Income $ 1,472,501 $ 1,241,291
============= =============
Per Share Data:
Net Income:
Primary $0.25 $0.22
===== =====
Fully Diluted $0.23 $0.20
===== =====
Cash Dividends Paid $0.030 $0.025
====== ======
</TABLE>
The accompanying notes are an integral part of these statements.
3
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FIRST CENTRAL FINANCIAL CORPORATION and SUBSIDIARIES
Consolidated Statements of Shareholders' Equity
Three Months Ended March 31, 1995
(Unaudited)
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Net Unrealized
Depreciation on
Additional Securities
Common Stock Paid-In Available
Shares Amount Capital For Sale
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balances at December 31, 1994* 6,576,512 $ 657,652 $ 13,139,551 $ (5,829,873)
Add (deduct):
Net income
Cash dividends declared (.03 per share)
Purchase shares of treasury stock
Decrease in unrealized depreciation
3,267,639
- ----------------------------------------------------------------------------------------------------
Balance March 31, 1995 6,576,512 $ 657,652 $ 13,139,551 $ (2,562,234)
====================================================================================================
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Retained Treasury Stock
Earnings Shares Amount Total
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Balances at December 31, 1994* $ 23,189,795 572,404 $ (3,919,142) $ 27,237,983
Add (deduct):
Net income 1,472,501 1,472,501
Cash dividends declared (.03 per share) (181,476) (181,476)
Purchase shares of treasury stock
23,000 (163,875) (163,875)
Decrease in unrealized depreciation
3,267,639
- ---------------------------------------------------------------------------------------------------
Balance March 31, 1995 $ 24,480,820 595,404 $ (4,083,017) $ 31,632,772
===================================================================================================
</TABLE>
* The balance sheet at December 31, 1994 has been derived from audited
consolidated financial statements at that date.
See Notes to Consolidated Financial Statements.
4
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FIRST CENTRAL FINANCIAL CORPORATION and SUBSIDIARIES
Consolidated Statements of Cash Flows
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Three Months Ended March 31,
1995 1994
------------- -------------
(Unaudited) (Unaudited)
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OPERATING ACTIVITIES
Net Income $ 1,472,501 $ 1,241,291
Adjustments to reconcile net income to net cash provided
by operating activities:
Amortization of deferred policy acquisition costs 7,339,084 6,451,030
Provision for depreciation and amortization 143,192 153,683
Provision for losses on uncollectible agents' balances 87,581 318,356
Net realized investment (gains) (181,246) (438,074)
Provision for deferred federal income taxes (231,000) (550,000)
Changes in operating assets and liabilities
Decrease in accrued investment income 112,454 192,182
Decrease (increase) in agents' balances and unearned premiums 1,472,357 461,500
Decrease in unpaid losses, unpaid loss adjustment
expenses, and reinsurance recoverable 2,131,561 3,957,616
Deferred policy acquisition costs (7,592,070) (6,959,251)
Other items, net (879,537) 187,631
------------- -------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 3,874,877 5,015,964
------------- -------------
INVESTING ACTIVITIES
Purchases of fixed maturities (9,745,075) (4,935,953)
Sales and maturities of fixed maturities 4,940,543 10,204,370
Purchases of equity securities (3,408,236) (16,815,347)
Sales of equity securities 4,833,893 9,642,799
Net (purchases) sales of short-term investments 3,536,170 (3,027,177)
Purchases of property, plant and equipment (3,638,591) (6,360)
------------- -------------
NET CASH USED IN INVESTING ACTIVITIES (3,481,296) (4,937,668)
------------- -------------
FINANCING ACTIVITIES
Principal payments on Convertible Subordinated Debentures (250,000) (510,000)
Principal payments on capital lease obligations (27,637) (38,735)
Cash dividend paid (181,476) (155,573)
Purchases of shares of common stock for the treasury (163,875) (11,979)
------------- -------------
NET CASH USED IN FINANCING ACTIVITIES (622,988) (716,287)
------------- -------------
DECREASE IN CASH (229,407) (637,991)
CASH AT BEGINNING OF YEAR 409,612 1,099,729
------------- -------------
CASH AT END OF YEAR $ 180,205 $ 461,738
============= =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Interest $ 307,266 $ 356,229
============= =============
Income Taxes $ 809,160 $ 475,059
============= =============
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The accompanying notes are an integral part of these statements.
5
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FIRST CENTRAL FINANCIAL CORPORATION and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1995
1. BASIS OF PRESENTATION
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
presentation of results for the interim periods. The financial statements for
the periods reported should be read in conjunction with the financial statements
and related notes contained in First Central's Annual Report on Form 10-K for
the year ended December 31, 1994.
2. PER SHARE DATA
Income per common share is based upon the weighted average number of shares
outstanding for the periods reported. Such weighted average number of shares
outstanding were as follows:
For the three-month periods ended March 31,
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Basic Primary Fully Diluted
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<S> <C> <C> <C>
1995.... 5,961,414 5,924,905 6,840,116
1994.... 5,710,911 5,756,333 6,691,237
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3. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following:
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Land $ 1,000,000
Building 3,022,289
Equipment 2,625,914
-----------
Sub-total 6,648,203
-----------
Less accumulated depreciation 1,685,479
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Total $ 4,962,724
===========
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6
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ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
General Information
First Central Financial Corporation ("First Central") was incorporated on
May 18, 1983 under the laws of the State of New York. It is the parent
corporation of First Central Insurance Company ("First Central Insurance") and
Mercury Adjustment Bureau, Inc. ("Mercury"). First Central Insurance is a New
York licensed property and casualty insurance company which underwrites the
following types of insurance primarily in the State of New York: Commercial
Multiple Peril, Workers' Compensation, General Liability, Automobile Liability
and Automobile Physical Damage. First Central Insurance is licensed to
underwrite insurance in the states of New York, Pennsylvania, Maryland,
Delaware, and Connecticut. Mercury, a claims adjustment company, was acquired by
First Central in September, 1988.
Net Income - Earnings
First Central reported net income for the three-month period ended March
31, 1995 of $1,472,501, or $0.25 per share primary and $0.23 per share fully
diluted. The increase in net income of 18.6%, in comparison to the corresponding
period ended March 31, 1994, is due primarily to increases in earned premiums
and net investment income and a decrease in income tax expense offset in part by
increases in loss and loss adjustment expenses incurred and a decrease in
realized gains.
Premiums Written and Earned
Direct written premiums increased $1,435,529 (8.7%), for the three-month
period ended March 31, 1995, in comparison to the corresponding period of 1994.
The increase in premium volume was a result of an expansion of First Central
Insurance's markets into larger premium yielding lines. Although direct written
premiums increased, net written premiums decreased $104,264 (0.7%) when compared
to the corresponding period in 1994 due to a substantial increase in facultative
reinsurance premiums resulting from First Central Insurance's efforts to write
larger premium yielding lines.
Net premiums earned increased $410,197 (3.3%), for the three-month period
ended March 31, 1995, when compared to the same period in 1994. The increase for
the three-month period is attributable to a reduction in the increase in
unearned premiums from the corresponding period in 1994.
Net Investment Income; Realized Gains
First Central's net investment income of $1,249,867 for the three-month
period ended March 31, 1995 represents, a 6.8%, increase over the net investment
income from the corresponding period of 1994. The increase in net investment
income is primarily due to the increase in invested assets of approximately
$12,000,000 since March 31, 1994, First Central's realized gains for the
three-month period ended March 31, 1995 was $181,246 a decrease of 58.6%, over
the same period ended March 31, 1994. The decrease in realized gains was a
result of fewer opportunities during the three month period ended March 31, 1995
compared to the first three months in 1994 to realize gains from the sale of
investments.
At March 31, 1995 First Central held 40.7% of its invested assets in fixed
maturities available-for-sale, 12.7% in fixed maturities held-to-maturity, 40.6%
in equity securities (common and preferred stocks) and 6.0% in short-term
investments (principally money markets). In comparison to December 31, 1994,
First Central held 37.3% of its invested assets in fixed maturities
available-for-sale, 12.1% in
7
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fixed maturities held-to-maturity, 40.0% in equity securities (common and
preferred stocks) and 10.7% in short-term investments (principally money
markets).
At March 31, 1995, the total net unrealized loss applicable to First
Central's available-for-sale securities amounted to $2,562,234. The unrealized
loss is net of deferred taxes of $1,319,000. In comparison to December 31, 1994
the unrealized loss decreased $3,267,638 from $5,829,870 to $2,562,234 net of
the change in deferred taxes of $1,684,000, primarily due to stronger stock
market conditions experienced in 1995.
Upon adoption of FASB Statement No. 115, the following is the investment
classifications at March 31, 1995. Under Statement No. 115, unrealized loss or
gains on available-for-sale investments are reported as a reduction or increase
in shareholders equity.
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CHARGE TO
MARCH 31, 1995 COST MARKET SURPLUS
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Debt Securities:
Held to Maturity 11,068,491 11,067,774 0
Available for Sale 37,149,088 35,438,674 1,710,414
Trading Securities 0 0 0
------------------------------------------------------------------
48,219,550 46,507,448 1,710,414
Equity Securities:
Available for Sale 37,511,038 35,340,217 2,170,820
Trading Securities 0 0 0
------------
Less deferred taxes (1,319,000)
------------
Reduction of Shareholder's Equity & Investments $ 2,562,234
============
</TABLE>
Loss and Loss Adjustment Expense
During the three-month period ended March 31, 1995, incurred losses net of
reinsurance increased by 0.1% respectively, when compared to the corresponding
periods in 1994. The small increase in net incurred losses is a result of an
increase in paid losses of $1,600,000 while a decrease in outstanding reserves
of approximately $1,600,000 netting to a small change in losses incurred as of
March 31, 1995 when compared to the three-month period ended March 31, 1994.
During the three-month period ended March 31, 1995 incurred loss adjustment
expenses, net of reinsurance, increased by 32.7% when compared to the
corresponding periods in 1994. The increase in loss adjustment expenses is due
to an increase in costs associated with claims and litigation primarily due to
the increase of policies written over the last several years.
Underwriting Expenses
Underwriting expenses are a combination of policy acquisition costs and
other operating expenses as shown on the income statement.
Policy acquisition costs decreased by 0.7% for the three-months ended March
31, 1995, as compared to the corresponding period in 1994. Other operating
expenses increased by 3.4% for the three-
8
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month period ended March 31, 1995 as compared to the corresponding period in
1994. The increase in operating expenses was primarily due to additional
personnel.
Provision for Doubtful Accounts
Provision for doubtful accounts decreased 72.5% for the three-month period
ended March 31, 1995 compared to the corresponding period in 1994. This was
primarily due to concentrated effort by the collection department on outstanding
receivables.
Interest Expense
Interest expense decreased 6.4% for the three-month period ended March 31,
1995 when compared to corresponding period in 1994. This decrease is due to the
reduction in the principal amount outstanding of First Central's convertible
subordinated debentures from $7,305,000 at March 31, 1994 to $6,505,000 at March
31, 1995.
Financing Activities
For the three-month period ended March 31, 1995, net cash used in First
Central's investing activities was approximately $3,481,296 as compared to
approximately $4,937,668 from the comparable period in 1994. The decrease in
cash used for investing activities was due to a net decrease in investments in
equity securities and short term investments as offset by net increases in
investments in fixed maturities and property plant and equipment. In January
1995, First Central Insurance completed the purchase of its home office for
$4,000,000 in cash.
Liquidity and Capital Resources
First Central Insurance's operations generated funds adequate to meet the
business needs of First Central and the First Central Insurance during the three
months ended March 31, 1995.
Management is unaware of any trend which is reasonably likely to result in
an increase or decrease in First Central's liquidity or its capital resources
except that as the First Central Insurance's assets and investments have
increased, the availability of investable funds have resulted in increased
investment income and improved cash flow, and hence some increased liquidity of
the First Central Insurance. The liquidity of the investment portfolio of an
insurance company is important to its ability to maximize investment return
which is a significant component of overall profitability.
First Central funded its February 1, 1995 interest payments of $303,975
under its outstanding Debentures from the dividends it received from the First
Central Insurance in the amount of $500,000.
Capital Commitments
First Central has entered on May 4, 1994 into a Software License Agreement
with The Wheatley Group, Ltd for a five year period.
On January 17, 1995 First Central Insurance purchased the premises in which
its corporate offices are located for a purchase price of $4,000,000 in cash.
Prior to purchasing the building, Management analyzed the relative benefits and
costs of the purchase verses, among other things, the renewal of (i) First
Central Insurance's lease which was to expire on November 20, 1995 and (ii)
Mercury's lease in the same building which was to expire on March 31, 1995.
First Central's accountants, McGladrey & Pullen, LLP prepared a cost analysis
report and the premises was appraised for $4,470,000.
9
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PART II
OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
A. Exhibits
Exhibit
No. Description
3.1 Certificate of Incorporation of First Central Financial Corporation
("First Central") a copy of which was filed with the Commission on
December 6, 1984 as Exhibit 3.1 to First Central's Registration
Statement on Form S-18 (Reg. No. 2-94804-NY) and is hereby
incorporated herein by this reference).
3.2 Certificate of Amendment of Certificate of Incorporation of First
Central dated the 30th day of November 1984 (a copy of which was filed
with the Commission on December 10, 1984 as Exhibit 3.2 to First
Central's Registration Statement on Form S-18 (Reg. No. 2-94804-NY)
and is hereby incorporated herein by this reference).
3.3 Certificate of Amendment of Certificate of Incorporation of First
Central dated July 23, 1993 (a copy of which was filed with the
Commission on August 15, 1994 as Exhibit 3.1 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
3.4 Amended and Restated By-Laws of First Central, dated as of May 18,
1994 (a copy of which was filed with the Commission on August 15, 1994
as Exhibit 3.2 to First Central's Quarterly Report on Form 10-Q and is
hereby incorporated by this reference).
4.1 Specimen copy of First Central's common stock certificate (a copy of
which was filed with the Commission on December 10, 1984 as Exhibit
4.1 to First Central's Registration Statement on Form S-1 (Reg. No.
2-94804-NY), and is hereby incorporated herein by this reference).
4.2 Specimen copy of First Central's 9% Convertible Subordinated Debenture
Due 2000 (a copy of which was filed as Exhibit 4.2 to Registrant's
Amendment No. 1 to its Registration Statement on Form S-1, Reg. No.
33-25264, and is hereby incorporated herein by this reference).
4.3 Indenture dated as of September 1, 1988 between First Central and
United States Trust Company of New York as Trustee (a copy of which
was filed with the Commission on October 31, 1988 as Exhibit 4.3 to
First Central's Registration Statement on Form S-1 (Reg. No.
33-25264), and is hereby incorporated herein by this reference).
4.4 Form of Common Stock Purchase Warrant (a copy of which was filed with
the Commission on August 15, 1994 as Exhibit 4.4 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
4.5 Form of First Central's 1990 Stock Incentive Plan Stock Option (a copy
of which was filed with the Commission on August 15, 1994 as Exhibit
4.5 to First Central's Quarterly Report on Form 10-Q and is hereby
incorporated by this reference).
10
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10.1 Facultative Reinsurance Agreement dated September 25, 1987 between
Munich American Reinsurance Company and First Central Insurance (a
copy of which was filed with the Commission on August 15, 1994 as
Exhibit 10.8 to First Central's Quarterly Report on Form 10-Q and is
hereby incorporated by this reference).
10.2 Addendum No. 1 to the Reinsurance Agreement between First Central
Insurance and Munich American Reinsurance Company, dated July 28, 1988
(a copy of which was filed with the Commission on August 15, 1994 as
Exhibit 10.9 to First Central's Quarterly Report on Form 10-Q and is
hereby incorporated by this reference).
10.3 Addendum No. 2 to the Reinsurance Agreement between First Central
Insurance and Munich American Reinsurance Company, dated January 1,
1989 (a copy of which was filed with the Commission on August 15, 1994
as Exhibit 10.10 to First Central's Quarterly Report on Form 10-Q and
is hereby incorporated by this reference).
10.4 Addendum No. 3 to the Reinsurance Agreement between First Central
Insurance and Munich American Reinsurance Company, dated January 1,
1992 (a copy of which was filed with the Commission on August 15, 1994
as Exhibit 10.11 to First Central's Quarterly Report on Form 10-Q and
is hereby incorporated by this reference).
10.5 Addendum No. 4 to the Reinsurance Agreement between First Central
Insurance and Munich American Reinsurance Company, dated June 18, 1993
(a copy of which was filed with the Commission on August 15, 1994 as
Exhibit 10.12 to First Central's Quarterly Report on Form 10-Q and is
hereby incorporated by this reference).
10.6 Addendum No. 5 to the Reinsurance Agreement between First Central
Insurance and Munich American Reinsurance Company, dated August 9,
1994 (a copy of which was filed with the Commission on March 31, 1995
as Exhibit 10.6 to First Central's Annual Report on Form 10-K and is
hereby incorporated by this reference).
10.7 Automobile Physical Damage Automatic Binding Agreement between First
Central Insurance and National Reinsurance Corporation, dated December
6, 1994 (a copy of which was filed with the Commission on March 31,
1995 as Exhibit 10.7 to First Central's Annual Report on Form 10-K and
is hereby incorporated by this reference).
10.8 License Agreement dated September 30, 1989, between Policy Management
Systems Corporation and First Central (a copy of which was filed with
the Commission on August 15, 1994 as Exhibit 10.15 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.9 Sublease Agreement dated December 15, 1988 between First Central
Insurance and Simon General (incorporated herein by reference to
Exhibit 10.9 in First Central's Amendment No. 1 to its Registration
Statement on Form S-1, Reg. No. 33-25264).
10.10 Addendum to Sublease dated October 1, 1993 between First Central
Insurance and Simon General (a copy of which was filed with the
Commission on August 15, 1994 as Exhibit 10.17 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
11
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10.11 Form of Indemnity Agreement (a copy of which was filed with the
Commission on August 15, 1994 as Exhibit 10.20 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.12 Agreement of Tax Allocation between First Central and First Central
Insurance (a copy of which was filed with the Commission on August 15,
1994 as Exhibit 10.21 to First Central's Quarterly Report on Form 10-Q
and is hereby incorporated by this reference).
10.13 Property Facultative Automatic Reinsurance Agreement between First
Central Insurance and North American Reinsurance Corp., effective
January 1, 1993 (a copy of which was filed with the Commission on
August 15, 1994 as Exhibit 10.22 to First Central's Quarterly Report
on Form 10-Q and is hereby incorporated by this reference).
10.14 Subscription Agreement between First Central and The Trustees of
General Electric Pension Trust ("G.E."), dated March 19, 1993 (a copy
of which was filed with the Commission on August 15, 1994 as Exhibit
10.23 to First Central's Quarterly Report on Form 10-Q and is hereby
incorporated by this reference).
10.15 Common Stock Purchase Warrant (Series B) issued by First Central to
G.E., dated March 19, 1993 (a copy of which was filed with the
Commission on August 15, 1994 as Exhibit 10.25 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.16 Subscription Agreement, dated April 16, 1993 between First Central and
SBSF Funds, Inc. (a copy of which was filed with the Commission on
August 15, 1994 as Exhibit 10.26 to First Central's Quarterly Report
on Form 10-Q and is hereby incorporated by this reference).
10.17 Common Stock Purchase Warrant (Series B) issued by First Central to
Atwell dated April 16, 1993 (a copy of which was filed with the
Commission on August 15, 1994 as Exhibit 10.28 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.18 Subscription Agreement, dated December 3, 1993 between First Central
and GE (a copy of which was filed with the Commission on August 15,
1994 as Exhibit 10.29 to First Central's Quarterly Report on Form 10-Q
and is hereby incorporated by this reference).
10.19 Common Stock Purchase Warrant (Series B) issued by First Central to
GE, dated December 3, 1993 (a copy of which was filed with the
Commission on August 15, 1994 as Exhibit 10.30 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.20 Stock Option, dated September 10, 1993, granted to Martin J. Simon by
First Central (a copy of which was filed with the Commission on August
15, 1994 as Exhibit 10.31 to First Central's Quarterly Report on Form
10-Q and is hereby incorporated by this reference).
10.21 Employment Agreement, dated as of March 18, 1994, by and between First
Central and Martin J. Simon (a copy of which was filed with the
Commission on August 15, 1994 as Exhibit 10.32 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.22 Software License Agreement, dated May 4, 1994, between the Wheatley
Group, Ltd. and First Central Insurance (a copy of which was filed
with the Commission on August 15, 1994 as Exhibit 10.33 to First
Central's Quarterly Report on Form 10-Q and is hereby incorporated by
this reference).
12
<PAGE>
10.23 Multiple Line Excess of Loss Reinsurance Agreement between First
Central Insurance and National Reinsurance Corporation, dated January
1, 1994 (a copy of which was filed with the Commission on August 15,
1994 as Exhibit 10.34 to First Central's Quarterly Report on Form 10-Q
and is hereby incorporated by this reference).
10.24 Endorsement No. 1 of Agreement No. 3522-01002 Multiple Line Excess of
Loss Reinsurance Agreement between First Central Insurance and
National Reinsurance Corporation, dated January 1, 1994 (a copy of
which was filed with the Commission on August 15, 1994 as Exhibit
10.35 to First Central's Quarterly Report on Form 10-Q and is hereby
incorporated by this reference).
10.25 Investment Advisory Agreement, dated June 30, 1994 between First
Central Insurance and Cramer Rosenthal McGlynn, Inc. (a copy of which
was filed with the Commission on August 15, 1994 as Exhibit 10.36 to
First Central's Quarterly Report on Form 10-Q and is hereby
incorporated by this reference).
10.26 Contract of Sale, dated October 18, 1994 between Lynbrook Court
Associates and First Central Insurance (a copy of which was filed with
the Commission on March 31, 1994 as Exhibit 10.37 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.27 Subscription Agreement, dated August 19, 1994, between First Central
and CRM Retirement Partners, L.P. ("CRM") (a copy of which was filed
with the Commission on March 31, 1994 as Exhibit 10.38 to First
Central's Quarterly Report on Form 10-Q and is hereby incorporated by
this reference).
10.28 Common Stock Purchase Warrant (Series C) issued by First Central to
CRM, dated August 19, 1994 (a copy of which was filed with the
Commission on March 31, 1994 as Exhibit 10.39 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.29 Subscription Agreement, dated August 19, 1994, between First Central
and CRM (a copy of which was filed with the Commission on March 31,
1994 as Exhibit 10.40 to First Central's Quarterly Report on Form 10-Q
and is hereby incorporated by this reference).
10.30 Common Stock Purchase Warrant (Series C) issued by First Central to
CRM, dated August 19, 1994 (a copy of which was filed with the
Commission on March 31, 1994 as Exhibit 10.41 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.31 Subscription Agreement, dated September 2, 1994, between First Central
and National Reinsurance Corp. (a copy of which was filed with the
Commission on March 31, 1994 as Exhibit 10.42 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.32 Common Stock Purchase Warrant (Series C) issued by First Central to
National Reinsurance Corp, dated August 2, 1994 (a copy of which was
filed with the Commission on March 31, 1994 as Exhibit 10.43 to First
Central's Quarterly Report on Form 10-Q and is hereby incorporated by
this reference).
10.33 Employment Agreement, dated as of July 1, 1994 by and between First
Central and Joan M. Locascio (a copy of which was filed with the
Commission on March 31, 1995 as Exhibit 10.37 to First Central's
Annual Report on Form 10-K and is hereby incorporated by this
reference).
13
<PAGE>
10.34 Employment Agreement, dated as of July 1, 1994 by and between First
Central and Harvey Mass (a copy of which was filed with the Commission
on March 31, 1995 as Exhibit 10.38 to First Central's Annual Report on
Form 10-K and is hereby incorporated by this reference).
10.35 Employment Agreement, dated as of July 1, 1994 by and between First
Central and Raymond F. Brancaccio (a copy of which was filed with the
Commission on March 31, 1995 as Exhibit 10.39 to First Central's
Annual Report on Form 10-K and is hereby incorporated by this
reference).
10.36 Employment Agreement, dated as of July 1, 1994 by and between First
Central and Joel I. Dollinger (a copy of which was filed with the
Commission on March 31, 1995 as Exhibit 10.40 to First Central's
Annual Report on Form 10-K and is hereby incorporated by this
reference).
10.37 Employment Agreement, dated as of July 1, 1994 by and between First
Central and Allan R. Goodman (a copy of which was filed with the
Commission on March 31, 1995 as Exhibit 10.41 to First Central's
Annual Report on Form 10-K and is hereby incorporated by this
reference).
10.38 Employment Agreement, dated as of July 1, 1994 by and between Mercury
and Joseph P. Ciorciari (a copy of which was filed with the Commission
on March 31, 1995 as Exhibit 10.42 to First Central's Annual Report on
Form 10-K and is hereby incorporated by this reference).
*11 Computation of Per Share Earnings.
21 List of Subsidiaries (incorporated by reference to Exhibit 22 to the
Registrant's Amendment No. 1 to its Registration Statement on Form S-1
Reg. No. 33-25264).
27 Financial Data Schedule (filed only with the electronic EDGAR filing
of this document).
- -------------
* filed herewith
B. Reports on Form 8-K.
There were no reports filed on Form 8-K during the three month period ended
March 31, 1995.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST CENTRAL FINANCIAL CORPORATION
Dated: May 12, 1995 By: /s/ Martin J. Simon
---------------- ------------------------------------------
Martin J. Simon, President
(Chief Executive Officer)
Dated: May 12, 1995 By: /s/ Joan M. Locascio
---------------- ------------------------------------------
Joan M. Locascio, Treasurer, Vice President
(Chief Financial and Accounting Officer)
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description
3.1 Certificate of Incorporation of First Central Financial Corporation
("First Central") a copy of which was filed with the Commission on
December 6, 1984 as Exhibit 3.1 to First Central's Registration
Statement on Form S-18 (Reg. No. 2-94804-NY) and is hereby
incorporated herein by this reference).
3.2 Certificate of Amendment of Certificate of Incorporation of First
Central dated the 30th day of November 1984 (a copy of which was filed
with the Commission on December 10, 1984 as Exhibit 3.2 to First
Central's Registration Statement on Form S-18 (Reg. No. 2-94804-NY)
and is hereby incorporated herein by this reference).
3.3 Certificate of Amendment of Certificate of Incorporation of First
Central dated July 23, 1993 (a copy of which was filed with the
Commission on August 15, 1994 as Exhibit 3.1 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
3.4 Amended and Restated By-Laws of First Central, dated as of May 18,
1994 (a copy of which was filed with the Commission on August 15, 1994
as Exhibit 3.2 to First Central's Quarterly Report on Form 10-Q and is
hereby incorporated by this reference).
4.1 Specimen copy of First Central's common stock certificate (a copy of
which was filed with the Commission on December 10, 1984 as Exhibit
4.1 to First Central's Registration Statement on Form S-1 (Reg. No.
2-94804-NY), and is hereby incorporated herein by this reference).
4.2 Specimen copy of First Central's 9% Convertible Subordinated Debenture
Due 2000 (a copy of which was filed as Exhibit 4.2 to Registrant's
Amendment No. 1 to its Registration Statement on Form S-1, Reg. No.
33-25264, and is hereby incorporated herein by this reference).
4.3 Indenture dated as of September 1, 1988 between First Central and
United States Trust Company of New York as Trustee (a copy of which
was filed with the Commission on October 31, 1988 as Exhibit 4.3 to
First Central's Registration Statement on Form S-1 (Reg. No.
33-25264), and is hereby incorporated herein by this reference).
4.4 Form of Common Stock Purchase Warrant (a copy of which was filed with
the Commission on August 15, 1994 as Exhibit 4.4 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
4.5 Form of First Central's 1990 Stock Incentive Plan Stock Option (a copy
of which was filed with the Commission on August 15, 1994 as Exhibit
4.5 to First Central's Quarterly Report on Form 10-Q and is hereby
incorporated by this reference).
10.1 Facultative Reinsurance Agreement dated September 25, 1987 between
Munich American Reinsurance Company and First Central Insurance (a
copy of which was filed with the Commission on August 15, 1994 as
Exhibit 10.8 to First Central's Quarterly Report on Form 10-Q and is
hereby incorporated by this reference).
10.2 Addendum No. 1 to the Reinsurance Agreement between First Central
Insurance and Munich American Reinsurance Company, dated July 28, 1988
(a copy of which was filed with the Commission on August 15, 1994 as
Exhibit 10.9 to First Central's Quarterly Report on Form 10-Q and is
hereby incorporated by this reference).
<PAGE>
10.3 Addendum No. 2 to the Reinsurance Agreement between First Central
Insurance and Munich American Reinsurance Company, dated January 1,
1989 (a copy of which was filed with the Commission on August 15, 1994
as Exhibit 10.10 to First Central's Quarterly Report on Form 10-Q and
is hereby incorporated by this reference).
10.4 Addendum No. 3 to the Reinsurance Agreement between First Central
Insurance and Munich American Reinsurance Company, dated January 1,
1992 (a copy of which was filed with the Commission on August 15, 1994
as Exhibit 10.11 to First Central's Quarterly Report on Form 10-Q and
is hereby incorporated by this reference).
10.5 Addendum No. 4 to the Reinsurance Agreement between First Central
Insurance and Munich American Reinsurance Company, dated June 18, 1993
(a copy of which was filed with the Commission on August 15, 1994 as
Exhibit 10.12 to First Central's Quarterly Report on Form 10-Q and is
hereby incorporated by this reference).
10.6 Addendum No. 5 to the Reinsurance Agreement between First Central
Insurance and Munich American Reinsurance Company, dated August 9,
1994 (a copy of which was filed with the Commission on March 31, 1995
as Exhibit 10.6 to First Central's Annual Report on Form 10-K and is
hereby incorporated by this reference).
10.7 Automobile Physical Damage Automatic Binding Agreement between First
Central Insurance and National Reinsurance Corporation, dated December
6, 1994 (a copy of which was filed with the Commission on March 31,
1995 as Exhibit 10.7 to First Central's Annual Report on Form 10-K and
is hereby incorporated by this reference).
10.8 License Agreement dated September 30, 1989, between Policy Management
Systems Corporation and First Central (a copy of which was filed with
the Commission on August 15, 1994 as Exhibit 10.15 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.9 Sublease Agreement dated December 15, 1988 between First Central
Insurance and Simon General (incorporated herein by reference to
Exhibit 10.9 in First Central's Amendment No. 1 to its Registration
Statement on Form S-1, Reg. No. 33-25264).
10.10 Addendum to Sublease dated October 1, 1993 between First Central
Insurance and Simon General (a copy of which was filed with the
Commission on August 15, 1994 as Exhibit 10.17 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.11 Form of Indemnity Agreement (a copy of which was filed with the
Commission on August 15, 1994 as Exhibit 10.20 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.12 Agreement of Tax Allocation between First Central and First Central
Insurance (a copy of which was filed with the Commission on August 15,
1994 as Exhibit 10.21 to First Central's Quarterly Report on Form 10-Q
and is hereby incorporated by this reference).
10.13 Property Facultative Automatic Reinsurance Agreement between First
Central Insurance and North American Reinsurance Corp., effective
January 1, 1993 (a copy of which was filed with the Commission on
August 15, 1994 as Exhibit 10.22 to First Central's Quarterly Report
on Form 10-Q and is hereby incorporated by this reference).
10.14 Subscription Agreement between First Central and The Trustees of
General Electric Pension Trust ("G.E."), dated March 19, 1993 (a copy
of which was filed with the Commission on
<PAGE>
August 15, 1994 as Exhibit 10.23 to First Central's Quarterly Report
on Form 10-Q and is hereby incorporated by this reference).
10.15 Common Stock Purchase Warrant (Series B) issued by First Central to
G.E., dated March 19, 1993 (a copy of which was filed with the
Commission on August 15, 1994 as Exhibit 10.25 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.16 Subscription Agreement, dated April 16, 1993 between First Central and
SBSF Funds, Inc. (a copy of which was filed with the Commission on
August 15, 1994 as Exhibit 10.26 to First Central's Quarterly Report
on Form 10-Q and is hereby incorporated by this reference).
10.17 Common Stock Purchase Warrant (Series B) issued by First Central to
Atwell dated April 16, 1993 (a copy of which was filed with the
Commission on August 15, 1994 as Exhibit 10.28 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.18 Subscription Agreement, dated December 3, 1993 between First Central
and GE (a copy of which was filed with the Commission on August 15,
1994 as Exhibit 10.29 to First Central's Quarterly Report on Form 10-Q
and is hereby incorporated by this reference).
10.19 Common Stock Purchase Warrant (Series B) issued by First Central to
GE, dated December 3, 1993 (a copy of which was filed with the
Commission on August 15, 1994 as Exhibit 10.30 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.20 Stock Option, dated September 10, 1993, granted to Martin J. Simon by
First Central (a copy of which was filed with the Commission on August
15, 1994 as Exhibit 10.31 to First Central's Quarterly Report on Form
10-Q and is hereby incorporated by this reference).
10.21 Employment Agreement, dated as of March 18, 1994, by and between First
Central and Martin J. Simon (a copy of which was filed with the
Commission on August 15, 1994 as Exhibit 10.32 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.22 Software License Agreement, dated May 4, 1994, between the Wheatley
Group, Ltd. and First Central Insurance (a copy of which was filed
with the Commission on August 15, 1994 as Exhibit 10.33 to First
Central's Quarterly Report on Form 10-Q and is hereby incorporated by
this reference).
10.23 Multiple Line Excess of Loss Reinsurance Agreement between First
Central Insurance and National Reinsurance Corporation, dated January
1, 1994 (a copy of which was filed with the Commission on August 15,
1994 as Exhibit 10.34 to First Central's Quarterly Report on Form 10-Q
and is hereby incorporated by this reference).
10.24 Endorsement No. 1 of Agreement No. 3522-01002 Multiple Line Excess of
Loss Reinsurance Agreement between First Central Insurance and
National Reinsurance Corporation, dated January 1, 1994 (a copy of
which was filed with the Commission on August 15, 1994 as Exhibit
10.35 to First Central's Quarterly Report on Form 10-Q and is hereby
incorporated by this reference).
10.25 Investment Advisory Agreement, dated June 30, 1994 between First
Central Insurance and Cramer Rosenthal McGlynn, Inc. (a copy of which
was filed with the Commission on August 15, 1994 as Exhibit 10.36 to
First Central's Quarterly Report on Form 10-Q and is hereby
incorporated by this reference).
<PAGE>
10.26 Contract of Sale, dated October 18, 1994 between Lynbrook Court
Associates and First Central Insurance (a copy of which was filed with
the Commission on March 31, 1994 as Exhibit 10.37 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.27 Subscription Agreement, dated August 19, 1994, between First Central
and CRM Retirement Partners, L.P. ("CRM") (a copy of which was filed
with the Commission on March 31, 1994 as Exhibit 10.38 to First
Central's Quarterly Report on Form 10-Q and is hereby incorporated by
this reference).
10.28 Common Stock Purchase Warrant (Series C) issued by First Central to
CRM, dated August 19, 1994 (a copy of which was filed with the
Commission on March 31, 1994 as Exhibit 10.39 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.29 Subscription Agreement, dated August 19, 1994, between First Central
and CRM (a copy of which was filed with the Commission on March 31,
1994 as Exhibit 10.40 to First Central's Quarterly Report on Form 10-Q
and is hereby incorporated by this reference).
10.30 Common Stock Purchase Warrant (Series C) issued by First Central to
CRM, dated August 19, 1994 (a copy of which was filed with the
Commission on March 31, 1994 as Exhibit 10.41 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.31 Subscription Agreement, dated September 2, 1994, between First Central
and National Reinsurance Corp. (a copy of which was filed with the
Commission on March 31, 1994 as Exhibit 10.42 to First Central's
Quarterly Report on Form 10-Q and is hereby incorporated by this
reference).
10.32 Common Stock Purchase Warrant (Series C) issued by First Central to
National Reinsurance Corp, dated August 2, 1994 (a copy of which was
filed with the Commission on March 31, 1994 as Exhibit 10.43 to First
Central's Quarterly Report on Form 10-Q and is hereby incorporated by
this reference).
10.33 Employment Agreement, dated as of July 1, 1994 by and between First
Central and Joan M. Locascio (a copy of which was filed with the
Commission on March 31, 1995 as Exhibit 10.37 to First Central's
Annual Report on Form 10-K and is hereby incorporated by this
reference).
10.34 Employment Agreement, dated as of July 1, 1994 by and between First
Central and Harvey Mass (a copy of which was filed with the Commission
on March 31, 1995 as Exhibit 10.38 to First Central's Annual Report on
Form 10-K and is hereby incorporated by this reference).
10.35 Employment Agreement, dated as of July 1, 1994 by and between First
Central and Raymond F. Brancaccio (a copy of which was filed with the
Commission on March 31, 1995 as Exhibit 10.39 to First Central's
Annual Report on Form 10-K and is hereby incorporated by this
reference).
10.36 Employment Agreement, dated as of July 1, 1994 by and between First
Central and Joel I. Dollinger (a copy of which was filed with the
Commission on March 31, 1995 as Exhibit 10.40 to First Central's
Annual Report on Form 10-K and is hereby incorporated by this
reference).
10.37 Employment Agreement, dated as of July 1, 1994 by and between First
Central and Allan R. Goodman (a copy of which was filed with the
Commission on March 31, 1995 as Exhibit 10.41 to First Central's
Annual Report on Form 10-K and is hereby incorporated by this
reference).
<PAGE>
10.38 Employment Agreement, dated as of July 1, 1994 by and between Mercury
and Joseph P. Ciorciari (a copy of which was filed with the Commission
on March 31, 1995 as Exhibit 10.42 to First Central's Annual Report on
Form 10-K and is hereby incorporated by this reference).
*11 Computation of Per Share Earnings.
21 List of Subsidiaries (incorporated by reference to Exhibit 22 to the
Registrant's Amendment No. 1 to its Registration Statement on Form S-1
Reg. No. 33-25264).
27 Financial Data Schedule (filed only with the electronic EDGAR filing
of this document).
- -------------------------
* filed herewith
<PAGE>
FIRST CENTRAL FINANCIAL CORPORATION AND SUBSIDIARIES Exhibit 11
COMPUTATION OF PER COMMON SHARE EARNINGS
<TABLE>
<CAPTION>
Three Months Ended March 31,
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Primary
Net income applicable to common shares $1,472,501 $1,269,266 $ 921,847
========== ========== ==========
Weighted average number of primary common shares:
Outstanding 5,924,905 5,710,911 5,543,661
Issuable upon assumed exercise of dilutive warrants 36,509 45,422 --
---------- ---------- ----------
TOTAL 5,961,414 5,756,333 5,543,661
========== ========== ==========
Primary earnings per common share $ 0.247 $ 0.220 $ 0.166
========== ========== ==========
Fully Diluted
Net income applicable to common shares $1,472,501 $1,269,266 $ 921,847
Add interest and amortization of debentures
(net of tax) 97,836 110,558 145,753
---------- ---------- ----------
TOTAL $1,570,337 $1,379,824 $1,067,600
========== ========== ==========
Weighted average number of primary common shares:
Outstanding 5,924,905 5,710,911 5,543,661
Increase to assumed exercise of stock options and
conversion of convertible debt to reflect maximum
dilution effect 915,210 980,326 1,308,667
---------- ---------- ----------
TOTAL 6,840,115 6,691,237 6,852,328
========== ========== ==========
Fully diluted earnings per common share $ 0.230 $ 0.206 $ 0.156
========== ========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND> This schedule contains summary financial
information extracted from the Balance Sheet
at March 31, 1995 and the Consolidated Statements
of Income for the three months ended March 31,
1995 of First Central Financial Corporation and
is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<DEBT-HELD-FOR-SALE> 35,438,674
<DEBT-CARRYING-VALUE> 11,068,491
<DEBT-MARKET-VALUE> 11,068,774
<EQUITIES> 35,340,217
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 87,070,576
<CASH> 5,403,399
<RECOVER-REINSURE> 110,709
<DEFERRED-ACQUISITION> 7,592,070
<TOTAL-ASSETS> 148,626,785
<POLICY-LOSSES> 74,730,020
<UNEARNED-PREMIUMS> 34,558,602
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 6,683,705
<COMMON> 0
0
657,652
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 148,626,785
17,890,742
<INVESTMENT-INCOME> 1,249,867
<INVESTMENT-GAINS> 181,246
<OTHER-INCOME> 278,258
<BENEFITS> 7,942,063
<UNDERWRITING-AMORTIZATION> 3,247,257
<UNDERWRITING-OTHER> 1,263,501
<INCOME-PRETAX> 1,841,001
<INCOME-TAX> 368,500
<INCOME-CONTINUING> 1,472,501
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,472,501
<EPS-PRIMARY> 0.25
<EPS-DILUTED> 0.23
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
