<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 31, 1995
FIRST COASTAL CORPORATION
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-14087 06-1177661
- -------------------------------------------------------------------------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
36 Thomas Drive, Westbrook, Maine 04092
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 207-774-5000
Not applicable
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
First Coastal Corporation (the "Corporation") announced that effective as of May
31, 1995 upon the filing with the Delaware Secretary of State of the Amendment
to the Certificate of Incorporation (the "Effective Date"), the Corporation
effected a one for ten reverse stock split with respect to the issued and
outstanding common stock of the Corporation. The reverse stock split was
approved by a majority of the outstanding shares of the Corporation's common
stock entitled to vote at the Corporation's annual meeting of stockholders held
on January 31, 1995.
As a result of the reverse stock split, the number of outstanding shares of
common stock was reduced from 6,006,745 shares to approximately 600,674 shares,
subject to adjustment due to the purchase of fractional shares. As of the
Effective Date, each ten shares of pre-split common stock were reclassified as
and changed into one share of post-split common stock of the Corporation. The
Corporation will not issue fractions of shares of post-split common stock.
Stockholders who immediately prior to the Effective Date owned a number of
shares of pre-split common stock not evenly divisible by ten will be entitled to
receive an amount equal to the cash value of the fractional share, determined by
multiplying the fractional share interest by $3.20, representing the estimated
fair market value of a share of post-split common stock as of the Effective Date
as determined by the Board of Directors in consultation with the Corporation's
financial advisor. Such amount was determined by the Board for the sole purpose
of determining fractional share amounts in connection with the reverse stock
split, and the Corporation cautions its stockholders that the shares of its
common stock may not trade after the Effective Date at or near such amount.
Mellon Securities Trust Company, the Corporation's transfer agent and registrar,
has been appointed by the Corporation as exchange agent to act for holders of
the Corporation's common stock in implementing the exchange of their
certificates. Stockholders should not send in their certificates until the
notice informing them of the effectiveness of the reverse stock split and letter
of transmittal are received and should surrender their certificates only with
such letter of transmittal.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
99a. Press Release of the Corporation and the Bank, dated May 31, 1995.
<PAGE>
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 Coastal Corporation
-------------------------------------
(Registrant)
/S/Gregory T. Caswell
--------------------------------------
Name: Gregory T. Caswell
Title: President and Chief Executive
Officer
Date: June 6, 1995
<PAGE>
EXHIBIT INDEX
Exhibit No. Identity of Exhibit
- ----------- -------------------
99a. Press Release of the Corporation and the Bank, dated May 31, 1995.
<PAGE>
Exhibit 99a
May 31, 1995
Gregory T. Caswell
President and Chief Executive Officer
Dennis D. Byrd
Executive Vice President and Chief Financial Officer
(207)774-5000
FOR IMMEDIATE RELEASE
OTC: FICF
First Coastal Corporation (the "Corporation"), the parent company of Coastal
Savings Bank of Westbrook, today announced that effective as of May 31, 1995
upon the filing with the Delaware Secretary of State of the amendment to the
Corporation's certificate of incorporation (the "Effective Date"), the
Corporation effected a one for ten reverse stock split with respect to the
issued and outstanding common stock of the Corporation. The reverse stock split
was approved by a majority of the outstanding shares of the Corporation's common
stock entitled to vote at the Corporation's annual meeting of stockholders held
on January 31, 1995.
As a result of the reverse stock split, the number of outstanding shares of
common stock was reduced from 6,006,745 shares to approximately 600,674 shares,
subject to adjustment due to the purchase of fractional shares. As of the
Effective Date, each ten shares of pre-split common stock were reclassified as
and changed into one share of post-split common stock of the Corporation.
The Corporation will not issue fractions of shares of post-split common stock.
Stockholders who immediately prior to the Effective Date owned a number of
shares of pre-split common stock which was not evenly divisible by ten will be
entitled, with respect to such fractional interest, to receive an amount equal
to the cash value of the fractional share, determined by multiplying the
fractional share interest by $3.20, representing the estimated fair market value
of a share of post-split common stock as of the Effective Date as determined by
the Board of Directors in consultation with the Corporation's financial advisor.
Such amount was determined by the Board for the sole purpose of determining
fractional share amounts in connection with the reverse stock split, and the
Corporation cautions its stockholders that the shares of its common stock may
not trade after the Effective Date at or near such amount.
Mellon Securities Trust Company, the Corporation's transfer agent and registrar,
has been appointed by the Corporation as exchange agent to act for holders of
the Corporation's common stock in implementing the exchange of their
certificates. Stockholders of record on the Effective Date will soon be mailed a
notice informing them of the effectiveness of the reverse stock split, together
with a letter of transmittal. A stockholder will be able to receive certificates
for post-split shares of the Corporation's common stock and the cash value of
any fractional share interest thereof only by delivering to the exchange agent
the certificates representing shares of pre-split common stock and a properly
completed and executed letter of transmittal. If the shares are not presented,
then the shares will be exchanged at the first time they are presented for
transfer. Stockholders should not send in their
<PAGE>
certificates until the notice and letter of transmittal are received and should
surrender their certificates only with such letter of transmittal.
First Coastal Corporation is a Maine-based $147 million bank holding company
with Coastal Savings Bank, an FDIC insured, Maine state-chartered savings bank
as its principle subsidiary. Coastal has eight banking offices which are located
in Cumberland, Sagadahoc and York counties.
###
