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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 7, 1997
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FIRST CENTRAL FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
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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
Company hereby incorporates by reference herein the press release issued by the
Company on November 7, 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 November 7, 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
November 7, 1997 By: /s/ Andrew W. Attivissimo
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Andrew W. Attivissimo
President
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INDEX TO EXHIBITS
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Exhibit Description
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99 Press release, dated November 7, 1997
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EXHIBIT 99
PRESS RELEASE
FIRST CENTRAL FINANCIAL CORPORATION
FOR RELEASE: November 7, 1997
CONTACT: Vincent Esposito, Controller
First Central Financial Corp.
266 Merrick Road
Lynbrook, NY 11563
Lynbrook, New York, November 7, 1997 - First Central Financial
Corporation (AMEX- FCC) announced today that it has signed a letter of intent
with one of the largest property and casualty insurance companies in the nation
contemplating the sale of First Central's two operating subsidiaries, First
Central Insurance Company and Mercury Adjustment Bureau, Inc. for a cash
purchase price of $2,850,000. Consummation of the transaction is subject to: (i)
the approval of the Board of Directors of both parties and the shareholders of
First Central; (ii) approval of the Insurance Department of the State of New
York; (iii) the execution of a definitive purchase agreement; (iv) resolution of
all outstanding claims involving a former executive of First Central; (v) the
negotiation of employment arrangements with certain key management personnel;
and (vi) a settlement with the holders of $4.9 million principal amount
outstanding of First Central's 9% Convertible Subordinated Debentures due 2000.
First Central also announced certain unaudited preliminary financial
results for the period ended September 30, 1997. Total revenues declined to
approximately $8.6 million and $33.9 million, respectively, for the three and
nine month periods ended September 30, 1997 from $14.6 million and $44.4
million, respectively, during the same periods in 1996. First Central
experienced a loss of approximately $9.1 million ($1.52 per share) and $18.2
million ($3.03 per share), respectively, for the three and nine month periods
ended September 30, 1997. Also on an unaudited preliminary basis, First Central
Insurance Company experienced a loss of approximately $7.7 million and $15.2
million, respectively, for the three and nine month periods ended September 30,
1997 compared to a loss of $360,000 and $270,000 in the comparable periods of
the prior year. At September 30, 1997, First Central Insurance Company had a
deficit in statutory surplus of approximately $2.5 million.
As previously reported, First Central's primary subsidiary, First
Central Insurance Company, a property and casualty insurer, requires a
significant capital investment to remain in operation. A.M. Best & Co., has
reduced First Central Insurance Company's rating to D (Very Vulnerable). First
Central Insurance Company is operating under a stipulation with the Insurance
Department of the State of New York. Under that stipulation, First Central
Insurance Company ceased writing new business and is required to implement a
plan designed to improve operations and raise additional capital. The
stipulation provides that the Insurance Department retains the power to commence
proceedings seeking rehabilitation of First Central Insurance
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Company. To date, First Central has been unable to raise any additional capital
and First Central believes that additional capital may not be available to it
before the commencement of rehabilitation proceedings. Accordingly, First
Central concluded that shareholders would be best served by taking advantage of
the proposed offer.
If the proposed transaction is accomplished, amounts available for
distribution to shareholders will depend upon a number of factors including,
among others, the results of negotiations with First Central's debenture holders
and the costs of the transaction. Accordingly, First Central is unable to
estimate the amount to be distributed to its shareholders with any certainty.
However, First Central hopes to negotiate an agreement with debenture holders as
a result of which shareholders may be able to realize a distribution in an
amount of approximately $.10 per share.
First Central also announced that it is consenting to the removal of
its Common Stock and 9% debentures from the American Stock Exchange because
First Central no longer fully satisfies all of the financial guidelines of the
AMEX for continued listing. First Central expects that a market for its Common
Stock and 9% debentures will develop over-the-counter following removal from the
AMEX. AMEX has advised First Central that the trading halt on First Central's
securities will not be lifted before delisting.
Except for historical information, this news release contains forward-looking
statements which involve unknown risks and uncertainties that may cause First
Central's actual results or outcomes to be materially different from those
anticipated and discussed herein. Important factors that might cause such
differences are discussed in First Central's filings with the Securities and
Exchange Commission.
