-----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, GL7JFrBwlJdyk4Y8fBwJCjMt9pMXoehWjikXBdAHoxzw+WGNC0+tuDvSYBePOqP0 lsp3mH8yLXPysDcjd7oTGw== 0000950152-04-004655.txt : 20040616 0000950152-04-004655.hdr.sgml : 20040616 20040616103749 ACCESSION NUMBER: 0000950152-04-004655 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040610 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040616 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: 04865415 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 l08108ae8vk.txt CENTRAL FEDERAL CORPORATION UNITED STATES 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 10, 2004 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 42968 (330) 532-1517 --------------------------------- ----- -------------- (Address of principal executive offices) (Zip Code) (Registrant's Telephone Number) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On June 10, 2004, the registrant entered into a definitive agreement to acquire RJO Financial Services, Inc., d/b/a Reserve Mortgage Services, an Akron, Ohio based company licensed as a mortgage banker in Ohio, Florida and Georgia. The registrant will purchase all the outstanding common stock of RJO Financial Services, Inc., founded by Richard J. O'Donnell, for 153,846 newly issued shares of Central Federal Corporation Common Stock. Based on the $13.31 closing price of Central Federal Corporation Common Stock on June 10, 2004, the date of the announcement, the value of the acquisition was approximately $2.0 million. A copy of the press release issued on June 10, 2004 is included as Exhibit 99.1 to this Current Report on Form 8-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial statements of businesses acquired (b) Pro forma financial information Financial statements required by sections 7(a) and 7(b) will be provided by an amendment to this Form 8-K that will be filed within 60 days of the required filing date of this Form 8-K, pursuant to Item 7(a)(4). (c) Exhibits 99.1 Press release issued on June 10, 2004 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. Central Federal Corporation Date: June 16, 2004 By: /s/ Therese Ann Liutkus ---------------------------------- Therese Ann Liutkus, CPA Chief Financial Officer EX-99.1 2 l08108aexv99w1.txt EXHIBIT-99.1 Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE DATE: June 10, 2004 COMPANY: Central Federal Corporation/CFBank 2923 Smith Road Fairlawn, Ohio 44333 CONTACT: David C. Vernon Chairman, President and CEO PHONE: 330.666.7979 Fax: 330.666.7959 AKRON BASED RESERVE MORTGAGE SERVICES TO JOIN CENTRAL FEDERAL CORPORATION AND CFBANK. Fairlawn, Ohio - June 10, 2004 - Central Federal Corporation (Nasdaq: GCFC) announced that it has entered into a definitive agreement to acquire Reserve Mortgage Services, an Akron, Ohio based company founded by Richard J. O'Donnell. Prior to founding Reserve, Mr. O'Donnell was Executive Vice President and Director of Lending, Falls Savings, which was acquired by Fifth Third Bank in 1995. Under terms of the agreement Reserve will continue to operate under the name Reserve Mortgage Services. Mr. O'Donnell will continue as President and CEO of Reserve. Kathy Vidakovics, Vice President of Reserve, will continue in her role as Vice President and Chief Operating Officer. Mr. O'Donnell will also join CFBank's executive management committee. Terms of the deal, which require regulatory approval, were not disclosed. "We are more than delighted to announce this agreement. Rick O'Donnell and Kathy Vidakovics bring significant talent and an outstanding organization to our company, which will enable us to expand mortgage services," said David C. Vernon, Chairman, President and CEO of Central Federal Corporation. "We are pleased to join Central Federal Corporation and CFBank. Their strong capital position will accelerate our plans for expansion, and we are joining a very progressive organization," added O'Donnell. ABOUT CENTRAL FEDERAL CORPORATION AND CFBANK Central Federal Corporation ((Nasdaq: GCFC), the holding company for CFBank, was organized as a Delaware corporation in September 1998 in connection with the bank's conversion from a mutual to stock organization, which was completed on December 30, 1998. CFBank is a community-oriented financial services company founded in 1892. Its home office is in Fairlawn, Ohio. It operates two additional offices in Columbiana County, Ohio, and one 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 assurances 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-----