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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 21, 1997
FIRST CENTRAL FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
New York 1-9138 11-2648222
(State or Other Jurisdiction of Commission File Number) (I.R.S. Employer Identification Number)
Incorporation)
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266 Merrick Road
Lynbrook, New York 11563
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (516) 593-7070
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Item 5. Other Events
Pursuant to Paragraph F of the General Instructions to Form 8-K, the
Registrant hereby incorporates by reference herein the press release issued by
the Registrant on May 21, 1997, which is attached hereto as Exhibit 99.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit Description
99 Press release, dated May 21, 1997
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST CENTRAL FINANCIAL CORPORATION
May 23, 1997 By: /s/ Andrew W. Attivissimo
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Andrew W. Attivissimo
Chairman, Chief Executive Officer, President and
Chief Operating Officer
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Exhibit Index
Exhibit Description
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99 Press release, dated May 21, 1997
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EXHIBIT 99
PRESS RELEASE
FIRST CENTRAL FINANCIAL CORPORATION
FOR IMMEDIATE RELEASE, May 21,1997:
FIRST CENTRAL FINANCIAL CORPORATION
ENTERS LETTER OF INTENT FOR SALE OF CONTROL
OF COMPANY
NEW YORK, NEW YORK, May 21, 1997 - First Central Financial
Corporation of Lynbrook, New York (AMEX: FCC) announced today that it has signed
a letter of intent to negotiate the sale of shares of common stock and warrants
to a group of investors led by Connor Clark Ltd. of Toronto, Canada.
Consummation of this transaction is subject to additional due diligence,
approval of the Board of Directors of both parties, approval of the shareholders
of First Central Financial Corporation, certain regulatory approvals and the
execution of a definitive Purchase Agreement.
If consummated, the net proceeds of this transaction would be
applied to recapitalize First Central Financial Corporation and First Central
Insurance Company, a wholly owned subsidiary of FCC, to a level that meets the
requirements of all relevant regulatory authorities and rating agencies.
The ultimate purchase price will be related to First Central
Financial Corporation's book value at or near the closing date, after a number
of adjustments. The transaction contemplates the issuance of shares of common
stock and warrants. A minimum of $14,000,000 will be derived from the sale of
such number of shares of common stock as are issuable at the final purchase
price. As a result of the transaction, Connor Clark Ltd., along with the
minority investors in the proposed new issue, will acquire a controlling
interest in First Central Financial Corporation.
The closing of the proposed transaction is expected to occur
in September 1997.
CONTACT: Joan Locascio, Chief Financial Officer
Vincent Esposito, Controller
(516) 593-7070
