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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM
TO
COMMISSION FILE NUMBER 1-9138
FIRST CENTRAL FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
NEW YORK 11-2648222
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
266 MERRICK ROAD, LYNBROOK, NEW YORK 11563
(Address of principal executives office) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (516) 593-7070
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
$.10 Par Value Common Stock American Stock Exchange
9% Convertible Subordinated Debentures due 2000 American Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the Registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days. X Yes No
--- --
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part II of this Form 10-K. [ ]
At April 24, 1996, 5,988,608 shares of the Registrant's Common Stock were
outstanding and the aggregate market value (based upon the last reported sale of
the Common Stock on the American Stock Exchange on said date) of such shares
held by non- affiliates of the Registrant was approximately $28,562,097 (for
purposes of calculating the preceding amount only, all directors and executive
officers of the Registrant are assumed to be affiliates).
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below is certain information concerning each of First
Central Financial Corporation's ("First Central") directors. Directors serve
three year terms. The Class I, Class II and Class III directors continue in
office until First Central's 1998, 1996, and 1997 annual meetings, respectively.
Information with respect to executive officers of First Central is set forth in
Part I at Item 4A.
CLASS I DIRECTORS
SAUL ERDMAN, 71, became a director of First Central in September 1993. From
1982 to February 1993, Mr. Erdman was the sole stockholder and President of
Seven-Up Bottling Co. of Rhode Island. Mr. Erdman is a consultant to major soft
drink companies in the northeastern United States.
HERBERT V. FRIEDMAN, 77, became a director of the Insurance Company in
November 1981. Mr. Friedman was elected as a director of First Central in June
1991. Mr. Friedman is a retired insurance broker and formerly devoted his time
to Herbert V. Friedman, Inc., a company wholly owned by the Friedman family
which specializes in placing and administering group insurance coverage.
LOUIS GOTTLIEB, 75, became a director of First Central in September 1994.
For more than the last five years Mr. Gottlieb has been Chief Executive Officer
of R.A. Gottlieb, Inc., Gottlieb Heavy Industries, Inc. and the Gottlieb Group,
government project construction contractors and was the owner and President of
Gottlieb Properties Co., a company engaged in the development and management of
real estate, which was sold by Mr. Gottlieb in 1994.
MARTIN J. SIMON, 76, has served as the President and Chairman of the Board
of Directors of the Insurance Company since August 1980, and as Chairman of the
Board of Directors, President and Chief Executive Officer of First Central since
June 1983. From 1943 through 1967, Mr. Simon practiced law as an individual
practitioner. Since 1968 he has been a senior partner of Simon, Drabkin &
Margulies. Between 1947 and 1955, Mr. Simon co-owned and operated a New York
licensed insurance agency. Since 1955, Mr. Simon has solely owned and operated
several insurance agencies licensed by the State of New York. Included among
them are: Simon General Agency, Inc., a general insurance agency; Simon
Commercial Corp. a property and casualty agency which is the largest shareholder
of First Central; Simon Agency International, Ltd., an excess and surplus lines
insurance agency; and Simon Life Agency, Inc., a life insurance agency. Mr.
Simon is a director of Continental Bank and Winston Resources Inc. Mr. Simon is
Allan R. Goodman's and Joel I. Dollinger's father-in-law.
CLASS II DIRECTORS
JOSEPH P. CIORCIARI, 39, became a director of First Central in June 1990.
From September 1985 to June 1987, Mr. Ciorciari was employed by First Central
Insurance Company, (the "Insurance Company"), a wholly owned subsidiary of First
Central, as a commercial lines underwriter. In July 1993, Mr. Ciorciari was
elected director of Mercury Adjustment Bureau, Inc. ("Mercury"), First Central's
claim adjustment subsidiary and is the President of Mercury. Mr. Ciorciari is
the husband of Martin J. Simon's niece.
2
RALPH J. DRABKIN, 57, became a director of First Central in March 1987. Mr.
Drabkin has engaged in the practice of law in New York City since his admission
to the New York Bar in 1963. Mr. Drabkin is Mr. Simon's law partner and a member
of the law firm of Simon, Drabkin & Margulies. Mr. Drabkin is the presiding
Village Justice of the Village of Woodsburgh, New York.
JOAN M. LOCASCIO, 38, became a director of the Insurance Company and a
director of First Central in June 1990. Ms. Locascio oversees the financial
accounting operations of First Central and is First Central's Chief Financial
Officer. From July 1993 to April 1995 Ms. Locascio served as a director of
Mercury. Ms. Locascio served as both the Insurance Company's and First Central's
Controller from October 1986 to November 1993. In June 1990, she was elected
Treasurer and a director of First Central and the Insurance Company. In April
1992, she became a Vice President of First Central and the Insurance Company.
Ms. Locascio served as Secretary of Simon Commercial Corp. from 1991 until April
1995.
HARVEY MASS, 59, has been a director of the Insurance Company since August
1980 and a director of First Central since June 1983. From September 1988 until
June 1994, Mr. Mass served as a director of Mercury. In October 1985 he was
elected as a Vice President of both First Central and the Insurance Company.
From 1973 to December 1991, Mr. Mass served as Vice President and production
manager of Simon General Agency, Inc.
CLASS III DIRECTORS
JOEL I. DOLLINGER, 53, became a director of the Insurance Company in August
1980 and of First Central in June 1983. Mr. Dollinger was elected Chairman of
the Board of Mercury in March 1995. He served as Secretary of the Insurance
Company and First Central from August 1980 and June 1983, respectively, through
October 1985. In October 1985 he became a Vice President of both First Central
and the Insurance Company. In June 1988 he was elected Executive Vice President
of First Central. From 1975 to December 1991, he served as Vice President of
Simon General Agency, Inc. Mr. Dollinger is Mr. Simon's son-in-law and Allan R.
Goodman's brother-in-law. Mr. Dollinger's spouse is an owner of Simon Agency of
New York (see "Item 13. Certain Relationships and Related Party Transactions").
ALLAN R. GOODMAN, 48, became a director of the Insurance Company in August
1980 and a director of First Central in June 1983. In May 1993, Mr. Goodman was
elected as a Vice President of First Central, a position he formerly held from
October 1985 through December 1991. He served as Treasurer of First Central from
June 1983 through October 1985. From October 1985 to December 1991, Mr. Goodman
served as Secretary of the Insurance Company. He served as Secretary-Treasurer
of Simon General Agency, Inc. from 1973 to December 1991 and served as President
of Simon General Agency, Inc. from January 1992 to May 1993. Mr. Goodman has
also served as Secretary-Treasurer of Simon Agency International, Ltd., and
Simon Life Agency, Inc. since 1977 and 1981, respectively, and was
Secretary-Treasurer of Simon Commercial Corp. from 1980 through 1991. Mr.
Goodman is Mr. Simon's son-in-law and is Joel I. Dollinger's brother-in-law. Mr.
Goodman's spouse is an owner of Simon Agency of New York (see "Item 13.
Certain Relationships and Related Party Transactions").
LOUIS V. SIRACUSANO, 49, became a director of First Central in March 1992.
Mr. Siracusano has engaged in the practice of law in New York since his
admission to the New York Bar in 1976. Mr. Siracusano is a senior partner in the
law firm McKenna, Siracusano, Fehringer & Chinese and is a member of the Board
of Directors of the Empire Insurance Group and Allcity Insurance Co.
3
SEYMOUR D. USLAN, 74, became a director of the Insurance Company in
August 1980 and a director of First Central in June 1983. He also served as a
Vice President of First Central and the Insurance Company from August 1980 and
June 1983, respectively, until August 1985. From 1980 through 1991, Mr. Uslan
was the Chairman of the Board of Directors and the majority stockholder of
Avalon Communications, Inc., a book publisher. During the period from 1969 to
1980, he served as President and Publisher of American Photographic Book
Publishing Co., Inc.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires First Central's officers and directors, and persons who own more than
ten percent of a registered class of First Central's equity securities to file
reports of ownership and changes in ownership on Forms 3, 4 and 5 with the
Securities and Exchange Commission and the American Stock Exchange. Officers,
directors and greater than ten percent Shareholders are required by the
Securities and Exchange Commission's regulation to furnish First Central with
copies of all Forms 3, 4 and 5 they file.
Based solely on First Central's review of the copies of such forms it
has received and written representations from certain reporting persons that
they were not required to file Form 5 for specified fiscal years, First Central
believes that all of its officers, directors, and greater than ten percent
beneficial owners complied with all filing requirements applicable to them with
respect to transactions during fiscal 1995.
4
ITEM 11. EXECUTIVE COMPENSATION
The Summary Compensation Table below sets forth certain information
concerning the annual compensation paid or accrued to the Chief Executive
Officer and the four other most highly compensated executive officers for
services rendered to First Central and its subsidiaries during the last three
fiscal years.
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION COMMON STOCK
----------------------------------------- UNDERLYING
OTHER ANNUAL OPTIONS/WARRANTS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) AWARDED (#) COMPENSATION ($)(1)
--------------------------- ---- ---------- --------- ---------------- ----------- -------------------
Martin J. Simon, 1995 242,258 12,000 -- -- --
President, Chief Executive 1994 211,400 12,000 -- -- --
Officer and Chairman of the Board 1993 150,828 10,000 32,233 50,000 --
Joel I. Dollinger 1995 139,287 9,500 -- -- 3,818
Executive Vice President 1994 117,753 8,500 -- -- 5,146
1993 80,407 15,500 -- -- 3,395
Allan R. Goodman (2) 1995 137,077 9,500 -- -- 3,847
Vice President 1994 120,790 8,500 -- -- 5,308
1993 53,725 15,500 -- -- 1,687
Harvey Mass 1995 126,354 9,500 -- -- 3,401
Vice President 1994 111,047 8,500 -- -- 4,786
1993 61,154 15,500 -- -- 2,188
Raymond F. Brancaccio 1995 104,375 9,500 -- -- 3,401
Vice President and Secretary 1994 91,067 8,500 -- -- 4,786
1993 69,414 15,500 -- -- 2,188
- -------------------
(1) Company contribution made under First Central's Profit Sharing Plan.
(2) Mr. Goodman was employed by First Central as a Vice President commencing in
May 1993.
The following table sets forth (i) certain information concerning the
exercise of options and warrants to purchase Common Stock during 1995 by the
executive officers identified in the Summary Compensation Table above and (ii)
the value of options and warrants to purchase Common Stock held by such
executive officers at December 31, 1995.
5
AGGREGATED OPTION/WARRANT EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/WARRANT VALUES
COMMON STOCK UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES VALUE OPTIONS/WARRANTS AT OPTION/WARRANTS AT
ACQUIRED ON REALIZED DECEMBER 31, 1995 DECEMBER 31, 1995
NAME EXERCISE (#) ($)(1) EXERCISABLE/UNEXERCISABLE (#) EXERCISABLE/UNEXERCISABLE($)(2)
---- ------------ -------- ----------------------------- -------------------------------
Martin J. Simon -- -- 25,000/25,000 23,438/23,438
Allan R. Goodman 10,000 18,313 10,000/0 9,375/0
Joel I. Dollinger -- -- 20,000/0 18,750/0
Harvey Mass -- -- 20,000/0 18,750/0
Raymond F. Brancaccio -- -- 20,000/0 18,750/0
- ------------
(1) Based on the closing price of First Central's Common Stock on the American
Stock Exchange on date of exercise.
(2) Based on the closing price of First Central's Common Stock on the American
Stock Exchange on December 29, 1995.
EMPLOYMENT AGREEMENTS
Martin J. Simon entered into an employment agreement with First Central
effective January 1, 1994, pursuant to which he is to perform the duties of its
Chairman of the Board, President and Chief Executive Officer. The term of the
agreement is five years, commencing January 1, 1994 and expiring on December 31,
1998, with automatic successive one year renewal periods unless either party
terminates the agreement on six months prior written notice. The agreement
provides for an annual base salary of $190,000, or such greater amount as the
Board of Directors may from time to time determine, and for Mr. Simon to receive
amounts payable under incentive or bonus plans adopted by First Central for the
benefit of senior executives. In the event of Mr. Simon's disability (defined as
the inability to perform his duties for a period of six consecutive months or
for an aggregate of nine months in any consecutive twelve month period),
compensation at the above rate is payable for three years from the date of such
disability. The agreement also provides for the payment of a benefit to Mr.
Simon's beneficiary in the event of his death while employed by First Central.
The amount of such benefit will be Mr. Simon's then current annual salary and
incentive bonus. Such amount is payable each year for three years from the date
of Mr. Simon's death.
Raymond F. Brancaccio, Joel I. Dollinger, Allan R. Goodman and Harvey Mass
each entered into employment agreements with First Central effective May 1,
1994. The term of each of the agreements is three years, expiring on April 30,
1997. The agreements each provide for an annual base salary and for such
executives to receive amounts payable under incentive or bonus plans adopted by
First Central for the benefit of senior executives. The base salaries for each
executive during the years ended April 30, 1995, 1996 and 1997, respectively,
are as follows: Raymond F. Brancaccio, $95,014, $105,414, $118,414; Joel I.
Dollinger, $130,256, $140,656, $153,656; Allan R. Goodman, $127,402, $137,802,
$150,802; and Harvey Mass, $114,086, $124,486, $137,486. In the event of
disability (defined as the inability to perform duties for a period of six
consecutive months or for an aggregate of nine months in any consecutive twelve
month period) compensation is payable for twelve months from the date of such
disability. The agreements also provide for the payment of a benefit to the
respective executive's
6
beneficiary in the event of death while employed by First Central. Such benefit
is payable periodically during the year after the executive's death (less any
period that the executive received disability payments if he dies while
disabled) and will equal the sum, during such period, of (i) the executive's
then current base salary and (ii) an amount equal to the cost of health
insurance under First Central's health insurance plans.
COMPENSATION OF DIRECTORS
Non-employee directors of First Central receive $500 for each Board meeting
and $250 for each Committee meeting they attend except that the chairman of each
of the Audit Committee and Compensation Committee is paid $750 for each
committee meeting such person attends. Non-employee directors are also
reimbursed for certain travel expenses incurred in connection with their
attendance at such meetings. Directors who are employees of First Central or its
subsidiaries do not receive any remuneration in excess of their regular
compensation for Board or committee meetings that they attend.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Louis V. Siracusano, a member of the Compensation Committee, is a senior
partner of the law firm McKenna, Siracusano, Fehringer & Chinese which performs
subrogation and claims defense services for the Insurance Company. During 1995,
the Insurance Company paid aggregate fees of $323,000 to this firm. Seymour D.
Uslan, who formerly served as a Vice President of First Central and the
Insurance Company, is also a member of the Compensation Committee.
7
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information at April 26, 1996 (unless
otherwise indicated) with respect to shares of Common Stock beneficially owned
by each person known by First Central to be the beneficial owner of more than
five percent of the outstanding Common Stock:
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) CLASS
------------------- -------------------- ----------
Martin J. Simon .............................. 1,212,989(2) 20.2
266 Merrick Road
Lynbrook, New York 11563
Spears, Benzak, Salomon & Farrell............. 615,808(3) 10.1
45 Rockefeller Plaza
New York, New York 10001
FMR Corp. .................................... 583,000(4) 9.7
82 Devonshire Street
Boston, Massachusetts 02109
The following table sets forth certain information at April 26, 1996 as to
shares of Common Stock beneficially owned by First Central's directors, the
Chief Executive Officer, the other four executive officers identified in the
Summary Compensation Table above and the directors and executive officers of
First Central as a group:
AMOUNT AND NATURE OF PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) CLASS
- ---------------------------------------------- ---------------------- --------
Raymond F. Brancaccio.............................. 22,215(5)(6) *
Joseph P. Ciorciari................................ 21,307(6)(7) *
Joel I. Dollinger.................................. 32,200(6)(8) *
Ralph J. Drabkin................................... 68,079(9)(10) 1.1
Saul Erdman........................................ 53,205 *
Herbert V. Friedman................................ 43,003(9) *
Allan R. Goodman................................... 11,800(9)(11) *
Louis Gottlieb..................................... 5,000(12) *
Joan M. Locascio................................... 17,918(13) *
Harvey Mass........................................ 91,908(6)(14) 1.5
Martin J. Simon.................................... 1,212,989(2) 20.2
Louis V. Siracusano................................ 316 *
Seymour D. Uslan................................... 258,000(15) 4.3
All executive officers and directors
as a group (13 persons)........................ 1,837,348(16) 29.8
- -----------------
* Less than one percent
(1) Except to the extent otherwise indicated, to the best of First Central's
knowledge, each of the indicated persons or entities exercises sole voting
and investment power with respect to all shares beneficially owned by him.
(2) Includes 934,382 shares owned by Simon Commercial Corp., 39,990 shares
owned by Simon General Agency, Inc., 26,100 shares owned by Simon Agency
International, Ltd. and 14,642 shares owned by Simon Life Agency Inc. Mr.
Simon has sole voting and investment power with respect to such shares.
Also includes 25,000 shares issuable upon exercise of currently exercisable
stock options.
(3) Based upon information supplied to the Company by Spears, Benzak, Salomon
& Farrell ("SBSF") on April 26, 1996. Includes 93,333 shares issuable upon
conversion of the Company's 9% Convertible Subordinated Debentures due
2000. SBSF shares the power to vote and dispose or direct the disposition
of such shares with various customers for whom the shares were purchased,
but in each case the customer has the ultimate power to vote and dispose of
the shares and may at any time revoke SBSF's authority to vote and dispose
of the shares.
8
(4) Based upon data set forth in a Schedule 13G filed by FMR Corp. in February
1996 with the Securities Exchange Commission. Includes 4,000 shares
issuable upon conversion of First Central's 9% Convertible Subordinated
Debentures due 2000. Various persons have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of
such shares.
(5) Includes 2,215 shares jointly owned by Mr. Brancaccio and his spouse.
(6) Includes 20,000 shares issuable upon exercise of currently exercisable
options granted under First Central's 1990 Stock Incentive Plan.
(7) Includes 1,076 shares which are jointly owned by Mr. Ciorciari and his
spouse. Mr. and Mrs. Ciorciari may be deemed to share the voting and
investment powers with respect to such shares. Also includes 128 shares
held by Mr. and Mrs. Ciorciari as custodian for their children and 100
shares owned by a child of Mr. and Mrs. Ciorciari.
(8) Includes 200 shares held by Mr. Dollinger's spouse as custodian for Mr. and
Mrs. Dollinger's children, as to which Mr. Dollinger disclaims beneficial
ownership.
(9) Includes 10,000 shares issuable upon exercise of currently exercisable
warrants granted under the Non-Employee Directors' Warrant Plan.
(10) Includes 58,079 shares jointly owned by Mr. Drabkin and his spouse. Mr. and
Mrs. Drabkin may be deemed to share the voting and investment powers with
respect to such shares.
(11) Includes 1,800 shares held by Mr. and Mrs. Goodman as custodians for their
children, as to which Mr. Goodman disclaims beneficial ownership.
(12) Such shares are jointly owned by Mr. Gottlieb and his spouse. Mr. and Mrs.
Gottlieb may be deemed to share the voting and investment powers with
respect to such shares.
(13) Includes 17,500 shares issuable upon exercise of currently exercisable
options granted under First Central's 1990 Stock Incentive Plan.
(14) Includes 37,902 shares jointly owned by Mr. Mass and his spouse. Mr. and
Mrs. Mass may be deemed to share the voting and investment powers with
respect to such shares. Also includes 820 shares owned by Mrs. Mass as to
which Mr. Mass disclaims beneficial ownership.
(15) Includes 20,000 shares issuable upon exercise of currently exercisable
warrants granted under the Non-Employee Directors' Warrant Plan.
(16) Includes, in aggregate, 160,000 shares issuable upon exercise of currently
exercisable options and warrants.
9
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Simon Agency of New York ("Simon New York") is owned by Sheryl Harwood,
Joan Dollinger and Audrey Goodman who are Martin J. Simon's daughters. Mrs.
Dollingera and Mrs. Goodman are the spouses of Joel I. Dollinger and Allan R.
Goodman, respectively. During 1995, premiums written by Simon New York amounted
to approximately 12.7% of the direct gross premiums written by the Insurance
Company. At December 31, 1995, the commissions earned by Simon New York from
business placed with the Insurance Company during 1995 were approximately
$1,805,000. These commissions are comparable to those paid by the Insurance
Company to unrelated agents. The Insurance Company subleased 3,900 square feet
of office space to Simon New York under a sublease agreement that expired
November 30, 1995. Effective December 1, 1995, Simon New York entered into a
lease with the Insurance Company which provides for an annual rent of $78,000.
Simon New York's rent under the lease is comparable to that paid by other
tenants that occupy the building. Rent received from Simon New York in 1995 was
approximately $88,300.
Mr. Simon and Ralph J. Drabkin are senior partners of Simon, Drabkin &
Margulies which performs subrogation and claims defense services for the
Insurance Company. During 1995, the Insurance Company paid aggregate fees of
approximately $798,000 to this firm.
Louis V. Siracusano is a senior partner of the law firm McKenna,
Siracusano, Fehringer & Chinese which performs subrogation and claims defense
services for the Insurance Company. During 1995, the Insurance Company paid
aggregate fees of $323,000 to this firm.
10
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, in
Lynbrook, New York, on the 26th day of April, 1996.
FIRST CENTRAL FINANCIAL CORPORATION
By: /s/ Joan M. Locascio
--------------------------------
Joan M. Locascio
Chief Financial Officer,
Vice President and Treasurer