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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) March 3, 1997
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FINANCIAL BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-18126 06-1391814
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) ID Number)
42-25 Queens Boulevard, Long Island City, New York 11104
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (718) 729-5002
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N/A
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(Former name of former address, if changed since last report.)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
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On March 6, 1997, the Registrant issued the press release attached hereto
as Exhibit 20 and incorporated herein by reference. The press release announced
that Irene C. Greco tendered her resignation as Executive Vice President and
Chief Operating Officer of Financial Bancorp, Inc. (the "Company") and its
wholly-owned subsidiary, Financial Federal Savings Bank (the "Bank"), and also
resigned from all other affiliated companies for which she served as an officer
or director, in order to pursue other business interests. In light of a
corporate reorganization, Ms. Greco decided to resign on the condition that she
receive severence payments equivalent to the payments she would receive under
the terms of her employment agreements with the Company and Bank. Such payments
will be approximately 260,000 payable over the next two and one-half years. In
addtion, in acordance with the Company's 1995 Incentive Stock Option Plan, Mrs.
Greco will have a period of 90 days to exercise any stock options previously
awarded to her which were exercisable as of March 3, 1997. A copy of Ms. Greco's
resignation letters are attached hereto as Exhibit 17 and incorporated herein by
reference.
The Company's Board of Directors also announced in the press release a
corporate reorganization, whereby it appointed P. James O'Gorman as Executive
Vice President and Valerie M. Swaya as Chief Administrative Officer. In addition
to his duties as Chief Financial Officer, Mr. O'Gorman will assume
responsibility for branch operations, with the assistance of Robert E. Adamac,
the Company's Senior Vice President. Ms. Swaya will assume, in conjunction with
her duties as Vice President, Chief Compliance Officer and Investor Relations
Officer, responsibility for Loan Underwriting, Mortgage Servicing and Human
Resources. The Company's Board of Directors stated that this corporate
reorganization is intended to achieve strategic objectives by creating greater
depth in senior management.
Item 7. Financial Statements and Exhibits
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Exhibit 17 - Irene C. Greco's resignation letters.
Exhibit 20 - Press Release dated March 6, 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.
FINANCIAL BANCORP, INC.
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(Registrant)
By: /s/ Frank S. Lataweic
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Frank S. Latawiec
President and Chief Executive Officer
Dated:
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EXHIBIT 17
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IRENE C. GRECO
73-61 260TH STREET
GLEN OAKS, NEW YORK 11004
March 3, 1997
Board of Directors
Financial Federal Savings Bank
42-25 Queens Boulevard
Long Island City, New York 11104
Gentlemen:
I am writing to advise you that in order to pursue other business
interests, I hereby resign from the employ of Financial Federal Savings Bank
effective immediately, and I am also resigning effective immediately as an
Officer of Financial Federal Savings Bank. I am also resigning my positions as
an Officer and/or Director of all affiliates and subsidiaries of Financial
Federal Savings Bank, including without limitation from my position as President
and Chief Executive Officer of Finfed Development Corporation, my positions as
Director, Executive Vice President and Chief Operating Officer of Finfed Funding
Limited and my positions as President and Chief Executive Officer of FS Agency,
Incorporated.
Very truly yours,
/s/ Irene C. Greco
Irene C. Greco
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IRENE C. GRECO
73-61 260TH STREET
GLEN OAKS, NEW YORK 11004
March 3, 1997
Board of Directors
Financial Bancorp, Inc.
42-25 Queens Boulevard
Long Island City, New York 11104
Gentlemen:
I am writing to advise you that in order to pursue other business
interests, I hereby resign from the employ of Financial Bancorp, Inc. effective
immediately, and I am also resigning effective immediately as an Officer of
Financial Bancorp, Inc. I am also resigning my positions as an Officer and/or
Director of all affiliates and subsidiaries of Financial Bancorp, Inc.,
including without limitation from my positions as President and Chief Executive
Officer of Finfed Development Corporation, my positions as Director, Executive
Vice President and Chief Operating Officer of Finfed Funding Limited and my
positions as President and Chief Executive Officer of FS Agency, Incorporated.
Very truly yours,
/s/ Irene C. Greco
Irene C. Greco
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EXHIBIT 20
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FINANCIAL BANCORP, INC.
THE HOLDING COMPANY OF FINANCIAL FEDERAL SAVINGS BANK
42-25 QUEENS BOULEVARD, LONG ISLAND CITY, NY 11104 (718) 729-5002
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PRESS RELEASE
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RELEASE DATE: March 6, 1997 ISSUED BY: THE BOARD OF DIRECTORS
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CONTACT: P. James O'Gorman
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FINANCIAL BANCORP, INC. ACCEPTS RESIGNATION OF EXECUTIVE VICE
PRESIDENT AND CHIEF OPERATING OFFICER, AND ANNOUNCES
CORPORATE REORGANIZATION
Long Island City, N.Y. March 6, 1997 - - Financial Bancorp, Inc. (Nasdaq:FIBC),
the holding company for Financial Federal Savings Bank (the "Bank"), today
announced the resignation of Irene C. Greco, Executive Vice President and Chief
Operating Officer in order to pursue other business interests. She has also
resigned from all other affiliated companies for which she serves as an officer
or director. We wish Mrs. Greco well in her new business endeavors.
The Board of Directors has long recognized that to achieve the Company's
strategic objectives, one of which is increasing shareholder value, a greater
depth of talent is required. The Board acknowledges that opportunities should be
provided to top performers and that succession planning is a key component to
the Company's ongoing success. Therefore, the Board is pleased to announce a
corporate reorganization, and has appointed P. James O'Gorman as Executive Vice
President and Valerie M. Swaya as Chief Administrative Officer. In addition to
his duties as Chief Financial Officer, Mr. O'Gorman will now be
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responsible for branch operations, with the assistance of Robert E. Adamec,
Senior Vice President. In conjunction with Ms. Swaya's responsibilities as Vice
President, Chief Compliance Officer and Investor Relations Officer, she will now
be responsible for Loan Underwriting, Mortgage Servicing and Human Resources.
Mr. O'Gorman is currently responsible for all financial accounting and
reporting which includes budgeting, forecasting and the management of the Bank's
investment securities portfolio. Mr. O'Gorman has over 14 years of banking
experience. He joined the Bank in 1990 as Controller and in 1991, was promoted
to Treasurer and subsequently in 1994, the Board appointed him Senior Vice
President and Chief Financial Officer. Mr. O'Gorman's knowledge of the Company's
operations will enable the Company to grow its branch network while increasing
overall profitability and controlling operating expenses. Mr. O'Gorman is a
Certified Public Accountant and holds a Masters of Business Administration from
Pace University.
Ms. Swaya is currently responsible for the development and implementation
of the Company's compliance program and investor relations program.
Responsibilities include writing and issuing press releases, assist in the
preparation of the 10Q's and 10K's, preparation of proxy statement and
coordination of the Company's Annual Report. Additional responsibilities include
loan review, the development of various policies and procedures and also serves
as a liaison between the Bank and various regulatory agencies. Prior to joining
the Bank in 1994, Ms. Swaya spent six years at the Office of Thrift Supervision
as a Federal Bank Examiner and received training in loan analysis, real estate
appraisal, residential and commercial real estate lending. Ms. Swaya's
exceptional regulatory and lending skills will enable the Bank to expand its
success in mortgage loan originations while maintaining
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adequate safety and soundness standards. Ms. Swaya holds a Bachelor of Arts
degree from the University of Massachusetts at Amherst.
Commenting on the recent promotions, Peter S. Russo, Chairman, stated, "We
are pleased to recognize these individuals for their hardwork, talent and
expertise in their respective areas. Due to their significant contributions to
the Company, the Board appointed these individuals to leadership positions
within the organization to create greater depth in senior management. This
senior management team, headed by Frank Latawiec, President and Chief Executive
Officer, will be involved in planning, developing, revising and implementing the
Company's growth and earnings enhancement strategies for the future under the
overall direction of the Board of Directors."
Headquartered in Long Island City, New York, Financial Bancorp, Inc. is
the parent holding company of Financial Federal Savings Bank, an FDIC-insured
savings institution, which operates five branch offices, four in Queens and one
in Brooklyn.
