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SEC File Number: 1-9138
CUSIP Number: 318908100
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31,1996
[ ]Transition Report on Form 10-K
[ ]Transition Report on Form 20-F
[ ]Transition Report on Form 11-K
[ ]Transition Report on Form 10-Q
[ ]Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Attached Instruction Sheet Before Preparing Form. Please Print or
Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant: FIRST CENTRAL FINANCIAL CORPORATION
Former Name if Applicable:
266 MERRICK ROAD
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Address of Principal Executive Office (Street and Number)
LYNBROOK, NEW YORK 11563
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City, State and Zip Code
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PART II -- RULES 12b-25 (b) AND (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check appropriate box)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
[X] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III -- NARRATIVE
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State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR or the transition report or portion
thereof could not be filed within the prescribed period.
(Attach Extra Sheets if Needed)
On February 14, 1997, the Registrant announced that it would incur a
charge to earnings of $11.5 million for the fiscal quarter ended December 31,
1996 for the purpose of increasing the loss reserves of the Registrant's
principal subsidiary, First Central Insurance Company, a property and casualty
insurer. The Registrant also announced that First Central Insurance Company was
in discussions with the New York State Insurance Department concerning its
policy liability reserves at December 31, 1995.
In connection with its review of the Registrant's financial statements
at December 31, 1996, the Registrant's independent auditor requested additional
information with respect to the manner in which policy liability reserves are
developed by First Central Insurance Company. The Registrant was unable to
provide all of the information requested by its independent auditors before
March 31, 1997, the due date of the Registrant's Annual Report on Form 10-K,
without unreasonable effort or expense. As a result, the Registrant's
independent auditor could not complete its audit and was unable to furnish the
independent auditor's report required to be filed with the Registrant's Form
10-K. See Exhibit A attached hereto. The Registrant is presently engaged in
discussions with its independent auditors and its independent actuary and
expects to complete these discussions in time for the filing of its Form 10-K
prior to April 15, 1997.
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PART IV -- OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification:
Paul Lucido, Esq. (212) 782-0707
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(Name) (Area Code)(Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d)
of the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X]Yes [ ]No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X]Yes [ ]No
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If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The following are preliminary and unaudited. For the year ended
December 31, 1996, First Central's total revenues declined to $57,016,921 in
1996 from $59,897,302 in 1995. First Central experienced a loss in 1996 of
$13,112,197 ($2.19 per share) in 1996 compared to net income of $360,553 ($.06
per share) in 1995. The 1996 loss is attributed primarily to a charge to
earnings of $11,500,000 for the quarter ended December 31, 1996 for the purpose
of increasing the loss reserves of First Central's principal subsidiary, First
Central Insurance Company, a property and casualty insurer.
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FIRST CENTRAL FINANCIAL CORPORATION
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date 4-1-97 By /s/ Joan Locascio
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Joan Locascio
Vice President
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240, 12b-25) of the
General Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the Form will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25
but need not restate information that has been correctly furnished. The form
shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T ('SS' 232.201 or 'SS' 203.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T ('SS'
232.13(b) of this chapter).
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STATEMENT OF DIFFERENCES
The section symbol shall be expressed as...................................'SS'
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[McGladrey & Pullen LLP Letterhead]
EXHIBIT A
McGladrey & Pullen, LLP are independent certified public accountants to
First Central Financial Corporation (the 'Company'). This statement is delivered
in accordance with Rule 12b-25 under the Securities and Exchange Act of 1934, as
amended (the ('Exchange Act').
McGladrey & Pullen, LLP requires additional time to conduct discussions
with First Central Insurance Company, ('First Central Insurance'), a property
and casualty insurer, and with Stergiou & Gruber Risk Consultants, First Central
Insurance's independent actuary, to fully understand the manner in which First
Central Insurance has developed the policy liabilities recorded on the Company's
financial statements as of December 31, 1996. Accordingly, McGladrey & Pullen,
LLP is unable to furnish the independent auditor's report required to be filed
with the Company's Annual Report on Form 10-K on or before March 31, 1997, the
due date of the Form 10-K.
/s/ McGladrey & Pullen, LLP
New Haven, Connecticut
March 31, 1997
