-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OgjGPI/r08BUD5vbw8GHEJX6Rn/PgwmYi6ViguHrKoQplwVrHw2mIgVSy1pmkKoR oOUG6S7KETK4eD2chPjU1w== 0000950152-03-006250.txt : 20030620 0000950152-03-006250.hdr.sgml : 20030620 20030620125730 ACCESSION NUMBER: 0000950152-03-006250 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030618 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL FEDERAL CORP CENTRAL INDEX KEY: 0001070680 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 341877137 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25045 FILM NUMBER: 03751398 BUSINESS ADDRESS: STREET 1: C/O CENTRAL FEDERAL BANK STREET 2: 601 MAIN ST CITY: WELLSVILLE STATE: OH ZIP: 43968 BUSINESS PHONE: 3305321517 MAIL ADDRESS: STREET 1: C/O CENTRAL FEDERAL BANK STREET 2: 601 MAIN ST CITY: WELLSVILLE STATE: OH ZIP: 43968 FORMER COMPANY: FORMER CONFORMED NAME: GRAND CENTRAL FINANCIAL CORP DATE OF NAME CHANGE: 19980918 8-K 1 l01579ae8vk.txt CENTRAL FEDERAL CORPORATION | FORM 8-K 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): June 18, 2003 CENTRAL FEDERAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-25045 34-1877137 (State or other jurisdiction of (Commission (IRS employer incorporation or organization) file number) identification number) 601 Main Street, Wellsville, Ohio 43968 (330) 531-1517 (Address of Principal Executive Offices) (Zip Code) (Telephone Number) Item 5 Other Events and Required FD Disclosure On June 18, 2003, the registrant issued a press release announcing that it will open an office in a new building to be constructed on the northwest corner of Smith and Ghent Roads in Fairlawn, Ohio. The office will open during the first quarter of 2004, but in the interim a temporary office has been established at 2841 Riviera Drive, Suite 300, Fairlawn, Ohio. A copy of the press is included as Exhibit 99.1 to this Current Report on Form 8-K. Item 7 Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 99.1 Press Release dated June 18, 2003, announcing the opening of an office in Fairlawn, Ohio. 99.2 Press Release dated June 20, 2003, announcing a cash dividend of $0.09 per share of common stock payable July 18, 2003 to shareholders of record on July 7, 2003. Item 12 Results of Operations and Financial Condition On June 20, 2003, Central Federal Corporation announced that its Board of Directors had declared a cash dividend of $0.09 per share of common stock payable July 18, 2003 to shareholders of record on July 7, 2003. A copy of the press release announcing the dividend is included as Exhibit 99.2 to this Current Report on Form 8-K. SIGNATURE 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. CENTRAL FEDERAL CORPORATION Dated: June 20, 2003 By: /s/ David C. Vernon --------------------- David C. Vernon President EX-99.1 3 l01579aexv99w1.txt EX-99.1 PRESS RELEASE EXHIBIT 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE Central Federal Bank to open Fairlawn office Raymond E. Heh named Regional President; Mark S. Allio joins Central Federal Board The synergy behind Fairlawn's newest financial services company, Central Federal Bank, is the work of one man's vision and the partnership of long-time bank executives: David C. Vernon, former Founder and President of Summit Bank; Raymond E. Heh, former Bank One Akron Regional President; Parker MacDonell, former Bank One Columbus Senior Vice President; Edward L. Baumgardner, former President of Potters Bank and Potters Financial Corporation; and Mark S. Allio, former President of Third Federal Savings, Cleveland. Central Federal Bank is a subsidiary of Central Federal Corporation (Nasdaq: GCFC). The venture began in January when Vernon became Chairman and CEO of Central Federal Corporation and Central Federal Bank. With his leadership came a new vision for the 111-year-old company - to expand beyond its offices in eastern Ohio by establishing offices in Fairlawn and Columbus. Central Federal Bank, which has offices in Wellsville and Calcutta, Ohio, was founded in 1892 in Wellsville, an industrial community on the Ohio River that grew up around the flourishing pottery industry. Vernon, who founded Summit Bancorp and Summit Bank in 1991, has always had a vision for establishing and managing banks. Under his leadership, Summit Bank achieved significant success before merging with Signal Corp. of Wooster, Ohio, in 1997. Signal was acquired by FirstMerit in 1999. "Growth requires vision but also talent, and that's the reason we have come together and embraced this opportunity," said Vernon. The Fairlawn office, which will be located in a new building to be constructed on the northwest corner of Smith and Ghent Roads, celebrated its groundbreaking ceremony on June 18, 2003. The office will open its doors in the first quarter 2004 and will feature private client service areas, making the environment warm and inviting. A temporary office has been established at 2841 Riviera Drive, Suite 300, in Fairlawn. Raymond E. Heh will serve as Regional President and head of Summit County operations. Heh joins Central Federal with 39 years' banking experience and a thorough understanding of the northeast Ohio financial services market. "Ray and I first met 18 years ago when I recruited him to join Bank One Akron. It is a pleasure to be working with him again," said Vernon. "There is a great opportunity for Central Federal in this market, and I am looking forward to working with Dave again as we establish our office in Fairlawn," added Heh. The Columbus office, which was announced on May 8, 2003, is scheduled to open in the fourth quarter 2003. It will be located near Easton Town Center. Columbus operations are headed by Regional President Parker MacDonell and will be similar in design to the Fairlawn office. "Everyone in our Columbus and Fairlawn offices will be dedicated to providing personalized, focused service to businesses and individuals," said MacDonell. A third generation Ohio banker, MacDonell joined forces with Central Federal after meeting Vernon in March of this year. Edward L. Baumgardner, an East Liverpool resident, became President of the Bank's Columbiana County region on June 16, 2003. "I have been asked to build our Columbiana County operation and am looking forward to helping the Bank add to its 111-year heritage," said Baumgardner. Mark S. Allio, a resident of Bath, Ohio, joined the boards of both Central Federal Corporation and Central Federal Bank on June 18, 2003. "Several months ago, I was introduced to Dave Vernon, and it was immediately obvious that we have similar business philosophies. I have a passion for helping to grow businesses in this area, so it is a privilege to become part of this effort," said Allio. The Fairlawn and Columbus offices will focus on business financial services that provide personalized, focused service and access to decision-makers. "With a myriad of banks already established in Fairlawn and Columbus, many wonder what makes us different," said Vernon. "I simply explain that our clients and friends have immediate access to experienced decision-makers, so they can get the job done and get on with their business." Most banks offer business financial services, yet very few authorize client service personnel to make decisions. "We give business owners access to decision-makers - loan officers who can make decisions just as owners do when they run their businesses," explained Vernon. "We have a lot of work to do, but this is a great team. I don't think there is another bank our size in the country with this much talent. Now it is time to execute the plan," added Vernon. For more information about Central Federal Bank or its regional offices, contact David C. Vernon or Raymond E. Heh at 330-666-7979. ABOUT DAVID C. VERNON David Vernon has worked in banking for 30 years and founded Summit Bancorp and Summit Bank in Fairlawn in 1991. After achieving significant success, Summit merged with Signal Corp. of Wooster in 1997. Signal was acquired by FirstMerit of Akron in 1999. Vernon resides in Akron. ABOUT RAYMOND E. HEH Raymond Heh, former Regional President of Bank One, has worked in banking for 39 years. He served as President and CEO of Winters National Bank in Cincinnati until January 1984 when it was acquired by Bank One. In 1984, Heh moved to Bank One Akron as head of commercial lending and subsequently became Chairman and Chief Executive Officer of the Akron affiliate. He has served on numerous professional and charitable organizations. Heh resides in Hudson. ABOUT PARKER MACDONELL Parker MacDonell, former Senior Vice President of Bank One Columbus, has worked in banking for 16 years. He joined Bank One in 1998 after receiving his Master's degree from the Yale School of Management, New Haven, CT. MacDonell resides in Worthington, Ohio. ABOUT EDWARD L. BAUMGARDNER Edward Baumgardner, former President of Potters Bank and Potters Financial Corporation, has worked in banking for nearly 30 years. He resides in East Liverpool. ABOUT MARK S. ALLIO Mark Allio, former president of Third Federal Savings, Cleveland, has worked in banking for more than 15 years. He is President and CEO of Rock Bank, FSB in formation in Livonia, Michigan. Prior to joining Third Federal, he was a CPA with KPMG and Arthur Anderson for 10 years. He resides in Bath, Ohio. ABOUT CENTRAL FEDERAL Central Federal Corporation, the holding company for Central Federal Bank, was organized as a Delaware corporation in September 1998, in connection with the bank's conversion from a mutual to stock organization. Central Federal is a community-oriented financial services company founded in 1892. This release contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. We intend these forward-looking statements to be subject to the safe harbor created by that provision. These forward-looking statements involve risks and uncertainties and include, but are not limited to, statements regarding future events and our plans, goals and objectives. Our actual results may differ materially from these statements. Although we believe the assumptions underlying the assumptions are reasonable, any of the assumptions could prove to be inaccurate. Therefore, we can give no assurance that the results contemplated in these forward-looking statements will be realized. The inclusion of this forward-looking information should not be regarded as a representation by our company or by any person that the future events, plans or expectations contemplated by our company will be achieved. Furthermore, past performance in operations and share price is not necessarily predictive of future performance. EX-99.2 4 l01579aexv99w2.txt EX-99.2 PRESS RELEASE EXHIBIT 99.2 PRESS RELEASE FOR IMMEDIATE RELEASE Contact: David C. Vernon, Chairman, President and CEO 330-666-7979 Central Federal Corporation Announces Quarterly Dividends WELLSVILLE, OHIO - JUNE 20, 2003 - Central Federal Corporation (NASDAQ: GCFC) announced today that its Board of Directors, at their meeting on June 18, 2003, declared a cash dividend of 9 cents per share on its common stock payable July 18, 2003 to shareholders of record on July 7, 2003. As of June 18, 2003, Central Federal Corporation had 1,645,921 shares of common stock outstanding which will represent a total dividend paid of $148,132.89. Central Federal Corporation, a holding company owning all the shares of Central Federal Bank, was formed in connection with the mutual to stock conversion of Central Federal Bank completed on December 30, 1998. Central Federal Bank, organized in 1892, operates two offices located within Columbiana County, Ohio, one office in Fairlawn, Ohio and one office in Columbus, Ohio. This release contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. We intend these forward-looking statements to be subject to the safe harbor created by that provision. These forward-looking statements involve risks and uncertainties and include, but are not limited to, statements regarding future events and our plans, goals and objectives. Our actual results may differ materially from these statements. Although we believe the assumptions underlying the assumptions are reasonable, any of the assumptions could prove to be inaccurate. Therefore, we can give no assurance that the results contemplated in these forward-looking statements will be realized. The inclusion of this forward-looking information should not be regarded as a representation by our company or by any person that the future events, plans or expectations contemplated by our company will be achieved. Furthermore, past performance in operations and share price is not necessarily predictive of future performance. -----END PRIVACY-ENHANCED MESSAGE-----