<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
FIRST CENTRAL FINANCIAL CORPORATION
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
.................................................................
2) Aggregate number of securities to which transaction
applies:
.................................................................
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):
.................................................................
4) Proposed maximum aggregate value of transaction:
.................................................................
5) Total fee paid:
.................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
.................................................................
2) Form, Schedule or Registration Statement No.:
.................................................................
3) Filing Party:
.................................................................
4) Date Filed:
.................................................................
<PAGE>
FIRST CENTRAL FINANCIAL CORPORATION
266 MERRICK ROAD, LYNBROOK, NEW YORK 11563
(516) 593-7070
------------------------
NOTICE OF 1995 ANNUAL MEETING
AND PROXY STATEMENT
<PAGE>
FIRST CENTRAL FINANCIAL CORPORATION
266 MERRICK ROAD
LYNBROOK, NEW YORK 11563
May 11, 1995
TO OUR SHAREHOLDERS:
You are cordially invited to attend our 1995 Annual Meeting of Shareholders
which will be held on Wednesday, June 14, 1995 at 10:00 A.M., local time, at the
Garden City Hotel, 45 Seventh Street, Garden City, New York.
At this meeting, you will be asked to vote upon the election of Class I
Directors who will serve until the 1998 annual meeting and ratify the selection
of McGladrey & Pullen, LLP as the Company's independent auditors for the year
ending December 31, 1995.
The accompanying Notice of Annual Meeting and Proxy Statement set forth in
detail the business intended to be transacted. Time will be made available for a
discussion of these items as well as for other questions about the business
affairs of the Company.
If you are unable to join us at the meeting, it is very important that you
be represented by proxy. Therefore, please take a moment to sign, date, and
return your proxy in the enclosed envelope. Your cooperation in mailing your
proxy promptly will be greatly appreciated.
Sincerely yours,
/s/ MARTIN J. SIMON
MARTIN J. SIMON
Chairman of the Board, President
and Chief Executive Officer
<PAGE>
FIRST CENTRAL FINANCIAL CORPORATION
266 MERRICK ROAD
LYNBROOK, NEW YORK 11563
---------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY, JUNE 14, 1995
---------------------------------
To the Holders of Common Stock of
FIRST CENTRAL FINANCIAL CORPORATION:
The 1995 Annual Meeting of the holders of the Common Stock of First Central
Financial Corporation (the 'Company') will be held at the Garden City Hotel, 45
Seventh Street, Garden City, New York, on Wednesday, June 14, 1995 at 10:00
A.M., local time, for the following purposes:
1. To elect four Class I Directors;
2. To ratify the selection of McGladrey & Pullen, LLP as the Company's
independent auditors for the year ending December 31, 1995; and
3. To transact such other business as may properly come before the
meeting.
Only holders of record of the Company's Common Stock at the close of
business on April 28, 1995, are entitled to notice of and to vote at this
meeting and any adjournment or adjournments thereof. Shareholders are entitled
to vote upon all business as may properly be presented for consideration at the
meeting.
By Order of the Board of Directors
RAYMOND F. BRANCACCIO
Vice President and Secretary
Lynbrook, New York
May 11, 1995
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. THIS IS IMPORTANT FOR
THE PURPOSE OF ENSURING A QUORUM AT THE MEETING.
<PAGE>
PROXY STATEMENT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Solicitation of Proxies.................................................................................... 1
Voting Securities -- Record Date........................................................................... 1
Security Ownership of Certain Beneficial Owners and Management............................................. 1
Proposal 1: Election of Directors.......................................................................... 3
Nominees for Election as Class I Directors for Terms Expiring in 1998................................. 3
Class II Directors Continuing in Office Until the 1996 Annual Meeting................................. 4
Class III Directors Continuing in Office Until the 1997 Annual Meeting................................ 5
Certain Information About the Board of Directors...................................................... 5
Interest of Directors in Certain Transactions of the Company.......................................... 6
Executive Compensation..................................................................................... 6
Summary Compensation Table............................................................................ 7
Fiscal Year End Option/Warrant Values................................................................. 7
Employment Agreements................................................................................. 7
Performance Measurement Comparison.................................................................... 8
Report of the Compensation Committee.................................................................. 9
Compensation Committee Interlocks and Insider Participation........................................... 9
Proposal 2: Selection of Auditors.......................................................................... 9
Voting Procedures.......................................................................................... 10
Compliance with Section 16(a) of the Securities Exchange Act............................................... 10
Other Matters.............................................................................................. 10
Discretionary Authority to Vote Proxy................................................................. 10
Annual Report......................................................................................... 11
Submission of Shareholder Proposals................................................................... 11
Manner and Expenses of Solicitation................................................................... 11
</TABLE>
i
<PAGE>
PROXY STATEMENT
FIRST CENTRAL FINANCIAL CORPORATION
266 MERRICK ROAD
LYNBROOK, NEW YORK 11563
---------------------------------------
1995 ANNUAL MEETING OF SHAREHOLDERS
---------------------------------------
SOLICITATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors of First Central
Financial Corporation (the 'Company') for use at the Annual Meeting of
Shareholders to be held June 14, 1995 (the 'Annual Meeting') and at any
adjournment or adjournments thereof. A proxy may be revoked by notice in writing
to the Company at any time prior to the exercise thereof, by submission of
another proxy bearing a later date, or by voting in person at the Annual
Meeting. Such a revocation will not affect any vote taken prior thereto. The
mere presence at the Annual Meeting of the person appointing a proxy will not
revoke the appointment. Each valid proxy received in time will be voted at the
Annual Meeting, and, if a choice is specified on the proxy, it will be voted in
accordance with such specifications. If no such specification is made, the
shares represented by the proxies will be voted (i) in favor of the election as
directors of the persons named in the proxy as nominees for director; (ii) in
favor of ratifying the selection of McGladrey & Pullen, LLP as the Company's
independent auditors for the year ending December 31, 1995; and (iii) in the
discretion of the proxy holders on any other matters that may come before the
meeting.
It is anticipated that this proxy statement and the enclosed form of proxy
will be mailed to Shareholders on or about May 11, 1995.
VOTING SECURITIES -- RECORD DATE
The outstanding voting securities of the Company on April 28, 1995 (the
'Record Date') consisted of 6,576,512 shares of Common Stock, $.10 par value per
share (the 'Common Stock'). Only Shareholders of record at the close of business
on the Record Date are entitled to notice of and to vote at the Annual Meeting.
Each share of Common Stock is entitled to one vote with respect to each
proposal which shall properly come before the meeting for consideration by the
Shareholders. The holders of a majority of the outstanding shares entitled to
vote must be present at the Annual Meeting in person or by proxy to constitute a
quorum.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information at April 28, 1995
(unless otherwise indicated), with respect to shares of Common Stock
beneficially owned by each person known by the Company to be the beneficial
owner of more than five percent of the outstanding Common Stock:
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) CLASS
- ------------------------------------------------------------------- ----------------------- ----------
<S> <C> <C>
Martin J. Simon ................................................... 1,203,238(2) 18.3
266 Merrick Road
Lynbrook, New York 11563
Spears, Benzak, Salomon & Farrell ................................. 492,731(3) 7.4
45 Rockefeller Plaza
New York, New York 10011
FMR Corp. ......................................................... 417,800(4) 6.4
82 Devonshire Street
Boston, Massachusetts 02109
The Trustees of General Electric Pension Trust .................... 349,692(5) 5.1
3003 Summer Street
Stamford, Connecticut 06904
</TABLE>
The following table sets forth certain information at April 28, 1995, as to
shares of Common Stock beneficially owned by the Company's directors, nominees
for director, the Chief Executive Officer, the other three executive officers
identified in the Summary Compensation Table below and the directors and
executive officers of the Company as a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) CLASS
- --------------------------------------------------------------------------------------- ----------
<S> <C> <C>
Joseph P. Ciorciari............................................. 21,304(6)(7) *
Joel I. Dollinger............................................... 37,200(6)(8) *
Ralph J. Drabkin................................................ 73,079(9)(10) 1.1
Saul Erdman..................................................... 41,324 *
Herbert V. Friedman............................................. 43,003(9) *
Allan R. Goodman................................................ 22,600(11)(12) *
Louis Gottlieb.................................................. 5,000(13) *
Joan M. Locascio................................................ 20,312(6) *
Harvey Mass..................................................... 91,374(6)(14) 1.4
Martin J. Simon................................................. 1,203,238(2) 18.3
Louis V. Siracusano............................................. 316 *
Seymour D. Uslan................................................ 265,000(11) 4.0
All executive officers and directors as a group (13 persons).... 1,845,927(15) 27.4
</TABLE>
- ------------
* Less than one percent
(1) Except to the extent otherwise indicated, to the best of the Company's
knowledge, each of the indicated persons or entities exercises sole voting
and investment power with respect to all shares beneficially owned by him.
(2) Includes 933,382 shares owned by Simon Commercial Corporation, 39,294
shares owned by Simon General Agency, Inc., 26,100 shares owned by Simon
Agency International, Ltd. and 14,387 shares owned by Simon Life Agency
Inc. Mr. Simon has sole voting and investment power with respect to such
shares. Also includes 12,500 shares issuable upon exercise of currently
exercisable stock options.
(3) Based upon information supplied to the Company by Spears, Benzak, Salomon &
Farrell ('SBSF') as of April 27, 1995. Includes 123,077 shares issuable
upon exercise of currently exercisable warrants and 93,333 shares issuable
upon conversion of the Company's 9% Convertible Subordinated Debentures due
2000. SBSF shares dispositive power with its various customers for whom
such securities were purchased. Such customers have the ultimate power to
dispose of the securities and at any time may revoke SBSF's dispositive
authority.
(footnotes continued on next page)
2
<PAGE>
(footnotes continued from previous page)
(4) Based upon data set forth in a Schedule 13G filed by FMR Corp. in February
1995 with the Securities and Exchange Commission. Includes 4,000 shares
issuable upon conversion of the Company's 9% Convertible Subordinated
Debentures due 2000. FMR Corp. has sole dispositive power with respect to
417,800 shares and sole voting power with respect to 41,300 shares. Various
persons have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of such shares. As a result
of its serving as an investment advisor to various investment companies and
certain other funds, the interest of Fidelity Management and Research
Company, a wholly owned subsidiary of FMR Corp., amounted to 376,500 shares
or 5.7% of the outstanding Common Stock; such shares being owned by
Fidelity Trend Fund.
(5) Based upon information supplied to the Company by The Trustees of General
Electric Pension Trust as of April 20, 1995. Includes 307,692 shares
issuable upon exercise of currently exercisable warrants.
(6) Includes 20,000 shares issuable upon exercise of currently exercisable
options granted under the Company's 1990 Stock Incentive Plan.
(7) Includes 1,076 shares which are jointly owned by Mr. Ciorciari and his
spouse. Mr. and Mrs. Ciorciari may be deemed to share the voting and
investment powers with respect to such shares. Also includes 128 shares
held by Mr. and Mrs. Ciorciari as custodian for their children and 100
shares owned by a child of Mr. and Mrs. Ciorciari.
(8) Includes 200 shares held by Mr. Dollinger's spouse as custodian for Mr. and
Mrs. Dollinger's children, as to which Mr. Dollinger disclaims beneficial
ownership.
(9) Includes 10,000 shares issuable upon exercise of currently exercisable
warrants granted under the Non-Employee Directors' Warrant Plan.
(10) Includes 63,079 shares jointly owned by Mr. Drabkin and his spouse. Mr. and
Mrs. Drabkin may be deemed to share the voting and investment powers with
respect to such shares.
(11) Includes 20,000 shares issuable upon exercise of currently exercisable
warrants granted under the Non-Employee Directors' Warrant Plan.
(12) Includes 100 shares owned by Mr. Goodman's spouse and 2,000 shares held by
Mr. and Mrs. Goodman as custodians for their children, as to which Mr.
Goodman disclaims beneficial ownership.
(13) Such shares are jointly owned by Mr. Gottlieb and his spouse. Mr. and Mrs.
Gottlieb may be deemed to share the voting and investment powers with
respect to such shares.
(14) Includes 37,242 shares jointly owned by Mr. Mass and his spouse. Mr. and
Mrs. Mass may be deemed to share the voting and investment powers with
respect to such shares. Also includes 820 shares owned by Mrs. Mass as to
which Mr. Mass disclaims beneficial ownership.
(15) Includes, in aggregate, 172,500 shares issuable upon exercise of currently
exercisable options and warrants.
PROPOSAL 1: ELECTION OF DIRECTORS
Four Class I Directors are to be elected at the Annual Meeting to hold
office until the 1998 annual meeting and until their successors have been
elected and qualified. The persons named as proxies intend (unless authority is
withheld) to vote for the election of the persons hereinafter named under the
headings 'Nominees for Election as Class I Directors for Terms Expiring in
1998.' If any such nominee should become unavailable, an event which the Board
of Directors does not anticipate, the proxy may be voted for another person
designated by the Board of Directors. The Company's By-Laws provide that
directors shall be elected by a plurality of the votes cast.
3
<PAGE>
Below is pertinent information concerning the nominees for election as
Class I Directors and the Class II Directors and Class III Directors continuing
in office until the 1996 and 1997 annual meetings, respectively.
NOMINEES FOR ELECTION AS CLASS I DIRECTORS FOR TERMS EXPIRING IN 1998
Saul Erdman, 70, became a director of the Company in September 1993. From
1982 to February 1993, Mr. Erdman was the sole stockholder and President of
Seven-Up Bottling Co. of Rhode Island. Mr. Erdman is a consultant to major soft
drink companies in the northeastern United States.
Herbert V. Friedman, 76, became a director of First Central Insurance
Company (the 'Insurance Company'), a wholly owned subsidiary of the Company, in
November 1981. Mr. Friedman was elected as a director of the Company in June
1991. Mr. Friedman is a retired insurance broker and formerly devoted his time
to Herbert V. Friedman, Inc., a company wholly owned by the Friedman family
which specializes in placing and administering group insurance coverage.
Louis Gottlieb, 74, became a director of the Company in September 1994. For
more than the last five years Mr. Gottlieb has been Chief Executive Officer of
R.A. Gottlieb, Inc., Gottlieb Heavy Industries, Inc. and the Gottlieb Group,
government project construction contractors and was the owner and President of
Gottlieb Properties Co., a company engaged in the development and management of
real estate, which was sold by Mr. Gottlieb in 1994.
Martin J. Simon, 75, has served as the President and Chairman of the Board
of Directors of the Insurance Company since August 1980, and as Chairman of the
Board of Directors, President and Chief Executive Officer of the Company since
June 1983. From 1943 through 1967, Mr. Simon practiced law as an individual
practitioner. Since 1968 he has been a senior partner of Simon, Drabkin &
Margulies. Between 1947 and 1955, Mr. Simon co-owned and operated a New York
licensed insurance agency. Since 1955, Mr. Simon has solely owned and operated
several insurance agencies licensed by the State of New York. Included among
them are: Simon General Agency, Inc. ('Simon General'), a property and casualty
insurance agency that is a principal source of the Company's business (which was
sold by Mr. Simon as of December 1991 and is presently owned by Mr. Simon's
daughters, two of whom are spouses of Vice Presidents of the Company); Simon
Commercial Corp. ('Simon Commercial') another property and casualty agency which
is the largest shareholder of the Company and wrote business for the Insurance
Company prior to 1994; Simon Agency International, Ltd., an excess and surplus
lines insurance agency; and Simon Life Agency, Inc., a life insurance agency.
Mr. Simon is a director of Continental Bank and Winston Resources Inc. Mr. Simon
is Allan R. Goodman's and Joel I. Dollinger's father-in-law.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE FOREGOING
PERSONS AS DIRECTORS.
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 1996 ANNUAL MEETING
Joseph P. Ciorciari, 38, became a director of the Company in June 1990.
From September 1985 to June 1987, Mr. Ciorciari was employed by the Insurance
Company as a commercial lines underwriter. In July 1993, Mr. Ciorciari was
elected director of Mercury Adjustment Bureau, Inc. ('Mercury'), the Company's
claim adjustment subsidiary and is the President of Mercury. Mr. Ciorciari is
the husband of Mr. Simon's niece.
Ralph J. Drabkin, 56, became a director of the Company in March 1987. Mr.
Drabkin has engaged in the practice of law in New York City since his admission
to the New York Bar in 1963. Mr. Drabkin is Mr. Simon's law partner and a member
of the law firm of Simon, Drabkin & Margulies. Mr. Drabkin is the presiding
Village Justice of the Village of Woodsburgh, New York.
Joan M. Locascio, 37, oversees the financial accounting operations of the
Company and is the Company's Chief Financial Officer. From July 1993 to April
1995 Mrs. Locascio served as a director of Mercury. Mrs. Locascio served as both
the Insurance Company's and the Company's Controller from October 1986 to
November 1993. In June 1990, she was elected Treasurer and a director of the
Company and the Insurance Company. In April 1992, she became a Vice President of
the Company and
4
<PAGE>
the Insurance Company. Mrs. Locascio served as Secretary of Simon Commercial
from 1991 until April 1995.
Harvey Mass, 58, has been a director of the Insurance Company since August
1980 and a director of the Company since June 1983. From September 1988 until
June 1994, Mr. Mass served as a director of Mercury. In October 1985 he was
elected as a Vice President of both the Company and the Insurance Company. From
1973 to December 1991, Mr. Mass served as Vice President and production manager
of Simon General.
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 1997 ANNUAL MEETING
Joel I. Dollinger, 52, became a director of the Insurance Company in August
1980 and of the Company in June 1983. Mr. Dollinger was elected Chairman of the
Board of Mercury in March 1995. He served as Secretary of the Insurance Company
and the Company from August 1980 and June 1983, respectively, through October
1985. In October 1985 he became a Vice President of both the Company and the
Insurance Company. In June 1988 he was elected Executive Vice President of the
Company. From 1975 to December 1991, he served as Vice President of Simon
General. Mr. Dollinger is Mr. Simon's son-in-law and Allan R. Goodman's
brother-in-law. Mr. Dollinger's spouse is an owner of Simon General, a property
and casualty insurance agency that is a principal source of the Company's
business.
Allan R. Goodman, 47, became a director of the Insurance Company in August
1980 and a director of the Company in June 1983. In May 1993, Mr. Goodman was
elected as a Vice President of the Company, a position he formerly held from
October 1985 through December 1991. He served as Treasurer of the Company from
June 1983 through October 1985. From October 1985 to December 1991 Mr. Goodman
served as Secretary of the Insurance Company. He served as Secretary-Treasurer
of Simon General from 1973 to December 1991 and served as the President of Simon
General from January 1992 to May 1993. Mr. Goodman has also served as
Secretary-Treasurer of Simon Agency International, Ltd., and Simon Life Agency,
Inc. since 1977 and 1981, respectively, and was Secretary-Treasurer of Simon
Commercial Corporation from 1980 through 1991. Mr. Goodman is Mr. Simon's son-
in-law and is Joel I. Dollinger's brother-in-law. Mr. Goodman's spouse is an
owner of Simon General, a property and casualty insurance agency that is a
principal source of the Company's business.
Louis V. Siracusano, 48, became a director of the Company in March 1992.
Mr. Siracusano has engaged in the practice of law in New York since his
admission to the New York Bar in 1976. Mr. Siracusano is a senior partner in the
law firm McKenna, Siracusano, Fehringer & Chianese and is a member of the Board
of Directors of the Empire Insurance Group and Allcity Insurance Co.
Seymour D. Uslan, 73, became a director of the Insurance Company in August
1980 and a director of the Company in June 1983. He also served as a Vice
President of the Company and the Insurance Company from August 1980 and June
1983, respectively, until August 1985. From 1980 through 1991, Mr. Uslan was the
Chairman of the Board of Directors and the majority stockholder of Avalon
Communications, Inc., a book publisher. During the period from 1969 to 1980, he
served as President and Publisher of American Photographic Book Publishing Co.,
Inc.
CERTAIN INFORMATION ABOUT THE BOARD OF DIRECTORS
During 1994, the Board of Directors held four regular meetings. Each of the
Company's directors attended more than 75% of the number of Board meetings and
the number of meetings of all the committees of the Board on which such director
served. The Board of Directors has Audit, Compensation and Nominating committees
and a committee to administer the Company's 1990 Stock Incentive Plan and the
Non-Employee Directors' Warrant Plan.
The Audit Committee consists of Messrs. Ciorciari, Drabkin and Uslan
(Chairman). This committee confers with the Company's independent auditors
regarding the scope and results of their audits and any recommendations they may
have with respect to internal accounting controls and other matters relating to
accounting and auditing. The Audit Committee met two times during 1994.
5
<PAGE>
The Company's Compensation Committee consists of Messrs. Erdman, Friedman,
Siracusano and Uslan (Chairman) and reviews and makes recommendations to the
Board of Directors with respect to certain compensation matters. The
Compensation Committee met four times during 1994.
The Nominating Committee, consisting of Messrs. Friedman, Goodman and
Siracusano (Chairman), reviews potential candidates for director and makes
recommendations to the Board of Directors with respect to nominees for director.
The Nominating Committee will consider Shareholder recommendations of nominees
for director. Shareholders of the Company wishing to make recommendations should
write to the Nominating Committee, c/o Louis Siracusano, First Central Financial
Corporation, 266 Merrick Road, Lynbrook, New York 11563. The Nominating
Committee did not meet during 1994.
The Committee that administers the Company's 1990 Stock Incentive Plan and
the Non-Employee Directors' Warrant Plan, consisting of Messrs. Erdman and
Siracusano, makes all substantive decisions regarding, among other things,
timing, pricing and amount of awards under such plans. This Committee did not
meet during 1994.
Non-employee directors of the Company receive $500 for each Board meeting
and $250 for each Committee meeting they attend except that the chairman of each
of the Audit Committee and Compensation Committee is paid $750 for each
committee meeting such person attends. Non-employee directors are also
reimbursed for certain travel expenses incurred in connection with their
attendance at such meetings. Directors who are employees of the Company or its
subsidiaries do not receive any remuneration in excess of their regular
compensation for Board or committee meetings that they attend.
The Company maintains directors' and officers' liability insurance issued
by the Great American Insurance Company. The current policy, which commenced on
September 24, 1994 (the '1994 Policy'), covers all directors and officers of the
Company and its subsidiaries for a period of one year at a cost to the Company
of $27,000. The limit of liability under the 1994 Policy is $2,000,000. The
Company has also entered into indemnity agreements with each of its directors
and executive officers that provide for the indemnification for certain
liabilities which arise as a result of their service in such capacity.
INTEREST OF DIRECTORS IN CERTAIN TRANSACTIONS OF THE COMPANY
Simon General is owned by Sheryl Harwood, Joan Dollinger and Audrey Goodman
who are Martin J. Simon's daughters. Mrs. Dollinger and Mrs. Goodman are the
spouses of Joel I. Dollinger and Allan R. Goodman, respectively. During 1994,
premiums written by Simon General amounted to approximately 12.5% of the direct
gross premiums written by the Insurance Company. At December 31, 1994, the
commissions earned by Simon General from business placed with the Insurance
Company during 1994 were approximately $1,581,000. The Insurance Company leases
3,900 square feet of office space to Simon General. Rent received from Simon
General in 1994 was approximately $125,000.
Mr. Simon and Ralph J. Drabkin are senior partners of Simon, Drabkin &
Margulies which performs subrogation and claims defense services for the
Insurance Company. During 1994 the Insurance Company paid aggregate fees of
approximately $722,000 to this firm.
Louis V. Siracusano is a senior partner of the law firm McKenna,
Siracusano, Fehringer & Chianese which performs subrogation and claims defense
services for the Insurance Company. During 1994, the Insurance Company paid
aggregate fees of $341,000 to this firm.
EXECUTIVE COMPENSATION
The Summary Compensation Table below sets forth certain information
concerning the annual compensation paid or accrued to the Chief Executive
Officer and the three other most highly
6
<PAGE>
compensated executive officers for services rendered to the Company and its
subsidiaries during the last three fiscal years.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
ANNUAL COMPENSATION ------------
-------------------------------------- OPTIONS/ ALL OTHER
OTHER ANNUAL WARRANTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) AWARDED(#) ($)(1)
- ------------------------------------ ---- --------- -------- --------------- ------------ ------------------
<S> <C> <C> <C> <C> <C> <C>
Martin J. Simon, ................... 1994 211,400 12,000 -- -- --
President, Chief Executive Officer 1993 150,828 10,000 32,233 50,000 --
and Chairman of the Board 1992 150,828 10,000 31,649 -- --
Allan R. Goodman(2) ................ 1994 120,790 8,500 -- -- 5,308
Vice President 1993 53,725 15,500 -- -- 1,687
1992 -- -- -- 20,000(3) --
Joel I. Dollinger .................. 1994 117,753 8,500 -- -- 5,146
Executive Vice President 1993 80,407 15,500 -- -- 3,395
1992 78,282 14,500 -- 20,000(4) 2,621
Harvey Mass ........................ 1994 111,047 8,500 -- -- 4,786
Vice President 1993 61,154 15,500 -- -- 2,188
1992 58,407 14,500 -- 20,000(4) 1,639
</TABLE>
(1) Company contribution made under the Company's Profit Sharing Plan.
(2) Mr. Goodman was employed by the Company as a Vice President commencing in
May 1993.
(3) Warrants granted under the Company's Non-Employee Directors' Warrant Plan.
(4) Options granted under the Company's 1990 Stock Incentive Option Plan.
------------------------
The following table sets forth the value at December 31, 1994 of options
and warrants to purchase Common Stock held by the executive officers identified
in the Summary Compensation Table above.
<TABLE>
<CAPTION>
FISCAL YEAR END OPTION/WARRANT VALUES
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE-MONEY
OPTIONS/WARRANTS OPTIONS/WARRANTS
AT DECEMBER 31, 1994 AT DECEMBER 31, 1994(1)
--------------------------------- ---------------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE($) UNEXERCISABLE($)
- ------------------------------------ ----------- ------------- -------------- ----------------
<S> <C> <C> <C> <C>
Martin J. Simon..................... 12,500 37,500 21,125 63,375
Allan R. Goodman.................... 20,000 0 26,250 --
Joel I. Dollinger................... 20,000 0 26,250 --
Harvey Mass......................... 20,000 0 26,250 --
</TABLE>
- ------------
(1) Based on the closing price of the Company's Common Stock on the American
Stock Exchange on December 30, 1994.
EMPLOYMENT AGREEMENTS
Martin J. Simon entered into an employment agreement with the Company
effective January 1, 1994, pursuant to which he is to perform the duties of its
Chairman of the Board, President and Chief Executive Officer. The term of the
agreement is five years, commencing January 1, 1994 and expiring on December 31,
1998, with automatic successive one year renewal periods unless either party
terminates the agreement on six months prior written notice. The agreement
provides for an annual base salary of $190,000, or such greater amount as the
Board of Directors may from time to time determine, and for Mr. Simon to receive
amounts payable under incentive or bonus plans adopted by the Company for the
benefit of senior executives. In the event of Mr. Simon's disability (defined as
the inability to perform his duties for a period of six consecutive months or
for an aggregate of nine months in any consecutive twelve month period),
compensation at the above rate is payable for three years from the date of such
disability. The agreement also provides for the payment of a benefit to Mr.
Simon's beneficiary in the
7
<PAGE>
event of his death while employed by the Company. The amount of such benefit
will be Mr. Simon's then current annual salary and incentive bonus. Such amount
is payable each year for three years from the date of Mr. Simon's death.
Joel I. Dollinger, Allan R. Goodman and Harvey Mass each entered into
employment agreements with the Company effective May 1, 1994. The term of each
of the agreements is three years, expiring on April 30, 1997. The agreements
each provide for an annual base salary and for such executives to receive
amounts payable under incentive or bonus plans adopted by the Company for the
benefit of senior executives. The base salaries for each executive during the
years ended April 30, 1995, 1996 and 1997, respectively, are as follows: Joel I.
Dollinger, $130,256, $140,656, $153,656; Allan R. Goodman, $127,402, $137,802,
$150,802; and Harvey Mass, $114,086, $124,486, $137,486. In the event of
disability (defined as the inability to perform duties for a period of six
consecutive months or for an aggregate of nine months in any consecutive twelve
month period) compensation is payable for twelve months from the date of such
disability. The agreements also provide for the payment of a benefit to the
respective executive's beneficiary in the event of death while employed by the
Company. Such benefit is payable periodically during the year after the
executive's death (less any period that the executive received disability
payments if he dies while disabled) and will equal the sum, during such period,
of (i) the executive's then current base salary and (ii) an amount equal to the
cost of health insurance under the Company's health insurance plans.
PERFORMANCE MEASUREMENT COMPARISON
The following graph sets forth the cumulative total Shareholder return on
the Company's Common Stock compared with the cumulative total return of an
American Stock Exchange market value index and an index comprised of the common
stock of the public companies included in the Company's Standard Industrial
Classification Industry Group -- Fire, Marine & Casualty Insurance for the
period commencing January 1, 1990 and ending December 31, 1994. The total return
assumes a $100 investment on January 1, 1990 and reinvestment of dividends in
the Company's Common Stock and in each index.
The graph below shall not be deemed to be incorporated by reference into
any filing of the Company under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates such graph by reference.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN OF THE COMPANY'S
COMMON STOCK, PEER GROUP COMMON STOCK AND
AMERICAN STOCK EXCHANGE INDEX
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
First Central Financial Corporation........................ 100 75.79 69.31 69.01 75.34 95.25
Peer Group Common Stock.................................... 100 82.47 103.50 119.30 125.80 126.95
AMEX Index................................................. 100 84.80 104.45 105.88 125.79 111.12
</TABLE>
8
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
The members of the Compensation Committee are Saul Erdman, Herbert V.
Friedman, Louis V. Siracusano and Seymour D. Uslan (Chairman). The Compensation
Committee determines the compensation of the President/Chief Executive Officer
and sets policies for and reviews with the President/Chief Executive Officer the
compensation awarded to other principal executives.
Martin J. Simon is the Company's founder, principal Shareholder, President,
Chief Executive Officer and Chairman of the Board. The Compensation Committee
believes he is motivated, both by reason of stock ownership and commitment to
the Company, to act on behalf of all Shareholders to optimize overall corporate
performance. Mr. Simon's base salary is paid pursuant to the terms of his
employment agreement which was effective January 1, 1994 (see 'Employment
Agreements' above for a description of Mr. Simon's employment agreement). Such
base salary is intended to compensate Mr. Simon fairly for his continued
leadership skills and management responsibilities as well as to recognize his
pivotal role in the Company's development and growth over many years. The cash
bonus paid to Mr. Simon for 1994 was determined in consideration of, among other
things, the Company's financial performance for the year.
The Compensation Committee relied extensively on the views of the
President/Chief Executive Officer with respect to the base salaries paid
pursuant to employment agreements entered into with the Company's other
executive officers in 1994 (see 'Employment Agreements' above for a description
of the employment agreements of Joel I. Dollinger, Allan R. Goodman and Harvey
Mass). It is through the use of discretionary bonuses and long term stock
incentives that the Compensation Committee expects to relate corporate
performance and compensation to the other executive officers. Discretionary
bonuses paid in 1994 to other executives have been determined after consultation
between the Compensation Committee and the President/Chief Executive Officer. At
April 28, 1995, Messrs. Dollinger, Goodman and Mass each held options or
warrants to purchase 20,000 shares of Common Stock. Stock options under the 1990
Stock Incentive Plan are granted by the Company's Stock Option and Warrant
Committee consisting of Saul Erdman and Louis V. Siracusano. It is intended that
they will consult with the Compensation Committee in awarding options to the
Company's executives.
The foregoing report of the Compensation Committee shall not be deemed to
be incorporated by reference into any filing of the Company under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
except to the extent that the Company specifically incorporates such information
by reference.
SAUL ERDMAN
HERBERT V. FRIEDMAN
LOUIS V. SIRACUSANO
SEYMOUR D. USLAN
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Louis V. Siracusano, a member of the Compensation Committee, is a senior
partner of the law firm McKenna, Siracusano, Fehringer & Chianese which performs
subrogation and claims defense services for the Insurance Company. During 1994,
the Insurance Company paid aggregate fees of $341,000 to this firm. Seymour D.
Uslan, who formerly served as a Vice President of the Company and the Insurance
Company, is also a member of the Compensation Committee.
PROPOSAL 2: SELECTION OF AUDITORS
The Board of Directors has selected the firm of McGladrey & Pullen, LLP,
independent auditors, as the Company's independent auditors for the year ending
December 31, 1995.
The Company has been informed by McGladrey & Pullen, LLP that such firm has
no direct financial interest nor any material indirect financial interest in the
Company or its subsidiaries. McGladrey & Pullen, LLP has not had any connection
during the past five years with the Company or its subsidiaries in the capacity
of promoter, underwriter, voting trustee, director, officer or employee.
9
<PAGE>
The services provided by McGladrey & Pullen, LLP include the examination
and reporting of the financial status of the Company and its subsidiaries. These
services have been furnished at customary rates and terms. There are no existing
direct or indirect agreements or understandings that fix a limit on current or
future fees for these audit services.
A representative of McGladrey & Pullen, LLP is expected to attend the
Annual Meeting and will be afforded the opportunity to make a statement if he
decides to do so. Such representative is also expected to be available to
respond to appropriate questions from Shareholders at the Annual Meeting.
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock present in person or represented by proxy at the Annual Meeting
is required for the approval of this proposal.
If ratification is not achieved, the selection of McGladrey & Pullen, LLP
as the Company's independent auditors will be reconsidered and a final
determination will be made by the Board of Directors. Even if the selection is
ratified, the Board of Directors reserves the right to appoint, and in its
discretion, may direct the appointment of, any other independent certified
public accounting firm at any time if the Board decides that such a change would
be in the best interests of the Company and its Shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION
OF MCGLADREY & PULLEN, LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
VOTING PROCEDURES
Under Securities and Exchange Commission rules, a designated blank space is
provided to withhold authority to vote for one or more nominees for director and
boxes are provided on the proxy card for Shareholders to mark if they wish to
abstain on Proposal 2. Votes withheld in connection with the election of one or
more of the nominees for director will not be counted as votes for such
individuals. Abstentions are not counted in determining the votes cast in
connection with the selection of auditors.
Under the rules of the American Stock Exchange, brokers who hold shares in
street name have the authority to vote in their discretion upon certain items on
behalf of their clients if such clients have not furnished voting instructions
within ten days of the Annual Meeting. Brokers that do not receive such
instructions have discretion to vote upon the election of directors and the
selection of auditors.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who own more than ten percent
of a registered class of the Company's equity securities to file reports of
ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and
Exchange Commission and the American Stock Exchange. Officers, directors and
greater than ten percent Shareholders are required by the Securities and
Exchange Commission's regulation to furnish the Company with copies of all Forms
3, 4 and 5 they file.
Based solely on the Company's review of the copies of such forms it has
received and written representations from certain reporting persons that they
were not required to file Form 5 for specified fiscal years, the Company
believes that all of its officers, directors, and greater than ten percent
beneficial owners complied with all filing requirements applicable to them with
respect to transactions during fiscal 1994, except that (i) the Form 3 required
to be filed by Louis Gottlieb upon becoming a director of the Company and (ii) a
Form 4 required to be filed by Mr. Gottlieb with respect to one transaction,
were inadvertently not timely filed due to record keeping errors.
OTHER MATTERS
DISCRETIONARY AUTHORITY TO VOTE PROXY
Management does not know of any other matters to be considered at the
Annual Meeting. If any other matters do properly come before the meeting, the
proxy will be voted in respect thereof in
10
<PAGE>
accordance with the best judgment of the persons authorized therein, and the
discretionary authority to do so is included in the proxy.
ANNUAL REPORT
The Annual Report of the Company for 1994, including financial statements,
accompanies this proxy statement.
SUBMISSION OF SHAREHOLDER PROPOSALS
Shareholders who intend to present proposals at the 1996 annual meeting of
Shareholders must ensure that such proposals are received by the Company not
later than January 12, 1996 in order that they may be considered for inclusion
in the Company's proxy materials.
MANNER AND EXPENSES OF SOLICITATION
The cost of solicitation of proxies, including the reimbursement to banks
and brokers for reasonable expenses in sending proxy material to their
principals, will be borne by the Company. The Company's transfer agent, American
Stock Transfer & Trust Company, is assisting the Company in the solicitation of
proxies from brokers, banks, institutions and other fiduciaries by mail, and
will charge the Company its customary fee therefor plus out-of-pocket expenses.
In addition, proxies may be solicited by officers of the Company by mail, in
person or by telephone, telegraph or telex.
THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994, INCLUDING
FINANCIAL STATEMENTS AND SCHEDULES THERETO, TO EACH OF THE COMPANY'S
SHAREHOLDERS OF RECORD ON APRIL 28, 1995 AND EACH BENEFICIAL SHAREHOLDER ON THAT
DATE, UPON RECEIPT OF A WRITTEN REQUEST THEREFORE MAILED TO THE COMPANY'S
OFFICES, 266 MERRICK ROAD, LYNBROOK, NEW YORK 11563, ATTENTION: SECRETARY.
REQUESTS FROM BENEFICIAL SHAREHOLDERS MUST SET FORTH A GOOD FAITH REPRESENTATION
AS TO SUCH OWNERSHIP ON THAT DATE.
Lynbrook, New York
Dated: May 11, 1995
11
<PAGE>
APPENDIX 1
PROXY CARD
PROXY FIRST CENTRAL FINANCIAL CORPORATION
THIS PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
SHAREHOLDERS
JUNE 14, 1995
The undersigned, revoking all previous proxies, hereby appoints Martin J. Simon,
Seymour D. Uslan and Joan M. Locascio, or any of them, attorneys and proxies
with power of substitution and with all powers the undersigned would possess if
personally present, to vote all shares of Common Stock of FIRST CENTRAL
FINANCIAL CORPORATION (the 'Company') which the undersigned is entitled to vote
at the Annual Meeting of its Shareholders to be held on Wednesday, June 14, 1995
at 10:00 A.M. at the Garden City Hotel, located at 45 Seventh Street, Garden
City, New York, and at all adjournments thereof. The shares represented by this
Proxy will be voted as indicated below upon the following matters, all more
fully described in the Company's Proxy Statement dated May 11, 1995.
1. Election of four Class I Directors.
<TABLE>
<S> <C>
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY
(EXCEPT AS INDICATED TO THE CONTRARY) TO VOTE FOR ALL NOMINEES LISTED BELOW
</TABLE>
NOMINEES FOR ELECTION AS CLASS I DIRECTORS: SAUL ERDMAN, HERBERT V. FRIEDMAN,
LOUIS GOTTLIEB, MARTIN J. SIMON
Instruction: To withhold authority to vote for any individual nominee, print the
nominee's name on the line below.
- --------------------------------------------------------------------------------
2. Ratification of the selection of McGladrey & Pullen, LLP as independent
auditors for the fiscal year ending December 31, 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued, and to be signed, on the other side.)
<PAGE>
(Continued from reverse side)
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
The shares represented by this Proxy will be voted in accordance with the
instructions given. IF NO INSTRUCTIONS ARE GIVEN, THE SHARES WILL BE VOTED FOR
THE ELECTION OF THE NOMINEES FOR DIRECTORS AND ITEMS 2 AND 3.
Dated ..................... , 1995
..................................
(Signature)
..................................
(Signature)
NOTE: Please sign exactly as your
name or names appear hereon. Joint
owners should each sign personally.
When signing as an executor,
administrator, officer of a
corporation, or attorney, add your
full title to your signature.
