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<SEC-DOCUMENT>0000950152-04-007627.txt : 20041026
<SEC-HEADER>0000950152-04-007627.hdr.sgml : 20041026
<ACCEPTANCE-DATETIME>20041026121730
ACCESSION NUMBER:		0000950152-04-007627
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041022
ITEM INFORMATION:		Completion of Acquisition or Disposition of Assets
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Material Modifications to Rights of Security Holders
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041026
DATE AS OF CHANGE:		20041026

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:		041095877

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>l10192ae8vk.txt
<DESCRIPTION>CENTRAL FEDERAL CORPORATION    8-K
<TEXT>
<PAGE>
                                  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): October 22, 2004


                           CENTRAL FEDERAL CORPORATION
                           ---------------------------
             (Exact Name of Registrant as Specified in its Charter)


         Delaware                       0-25045                 34-1877137
         --------                       -------                 ----------
(State or Other Jurisdiction          (Commission             (IRS Employer
     of Incorporation)                File Number)        Identification Number)


    2923 Smith Road, Fairlawn, Ohio            44333            (330) 666-7979
    -------------------------------            -----            --------------
(Address of Principal Executive Offices)     (Zip Code)          (Registrant's
                                                               Telephone Number)

                                 Not Applicable
                                 --------------
          (Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))



<PAGE>



ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On October 22, 2004, the registrant completed its acquisition of RJO Financial
Services, Inc., d/b/a Reserve Mortgage Services, (Reserve), an Akron, Ohio based
company licensed as a mortgage banker in Ohio, Florida and Georgia, founded by
Richard J. O'Donnell.

The acquisition was effected by the registrant's purchase of all the shares of
the outstanding common stock of RJO Financial Services, Inc. (the "RJO Shares").

The RJO Shares were purchased from Richard J. O'Donnell and Kathy K. Vidakovics.
Mr. O'Donnell and Ms. Vidakovics continue to serve as President and Chief
Operating Officer, respectively, of Reserve following the acquisition. No other
material relationship exists between Mr. O'Donnell or Ms. Vidakovics and the
registrant or any of its affiliates, or between Mr. O' Donnell or Ms. Vidakovics
and any director or officer of the registrant, or any associate of any director
or officer of the registrant.

The consideration paid by the registrant for the RJO Shares was 127,077 shares
of the registrant's common stock (the "CFC Shares") and $339,966. Based on the
average closing price of $14.06 per CFC Share, during the week before and after
the announcement of the proposed acquisition on June 10, 2004, the value of the
acquisition was approximately $2.1 million.

A copy of the press release issued on October 22, 2004 announcing completion of
the acquisition is included as Exhibit 99 to this report.


ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 22, 2004, the registrant issued a press release announcing a loss for
the third quarter of 2004. A copy of the press release is included as Exhibit 99
to this report.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On October 22, 2004, the registrant issued 123,077 treasury shares of its common
stock to Richard J. O'Donnell and 4,000 treasury shares of its common stock to
Kathy K. Vidakovics, as consideration for the purchase of all the shares of the
outstanding common stock of RJO Financial Services, Inc.

The transaction involved no public offering and was exempt from registration
under the Securities Act of 1933, pursuant to Section 4(2) thereof.

On October 22, 2004, the registrant issued a press release announcing the
issuance of its securities as consideration for the RJO Shares it acquired. The
transaction is described in more detail in Item 2.02 of this report and in the
press release included as Exhibit 99 to this report.



<PAGE>



ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

On October 22, 2004, the registrant issued a press release announcing that the
Company's Board of Directors had unanimously approved a one for 1,000 reverse
stock split of the Company's common stock as part of a "going private"
transaction. The transaction is subject to stockholder approval and will be
considered at a special meeting of stockholders scheduled to be held on December
14, 2004. The transaction also is described in the proxy statement for the
meeting, which the registrant expects to send to stockholders on or about
November 22, 2004. A copy of the press release is included as Exhibit 99 to this
report.

ITEM 8.01 OTHER EVENTS

On October 22, 2004, the registrant issued a press release announcing that the
Company's Board of Directors had unanimously approved a one for 1,000 reverse
stock split of the Company's common stock as part of a "going private"
transaction. The transaction is subject to stockholder approval and will be
considered at a special meeting of stockholders scheduled to be held on December
14, 2004. The transaction also is described in the proxy statement for the
meeting, which the registrant expects to send to stockholders on or about
November 22, 2004. A copy of the press release is included as Exhibit 99 to this
report.

ITEM 9.01  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a)    Financial statements of businesses acquired

(b)    Pro forma financial information

       Financial statements and pro forma financial information required by
       sections 9(a) and 9(b) were provided on Form 8-K/A filed on August 12,
       2004, which amended the Form 8-K filed by the registrant on June 16, 2004
       to report that it had entered into a definitive agreement to acquire RJO
       Financial Services, Inc.

(c) Exhibits

         99     Press release issued on October 22, 2004 announcing (i)
                completion of the registrant's acquisition of RJO Financial
                Services, Inc., (ii) a loss for the registrant's fiscal quarter
                ended September 30, 2004 (iii) Board approval of a reverse stock
                split and (iv) a special meeting of stockholders to approve an
                amendment to the registrant's Certificate of Incorporation to
                effect the proposed split.


<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.

                                       Central Federal Corporation

 Date:  October 26, 2004               By: /s/ Therese Ann Liutkus
                                           -----------------------------------
                                           Therese Ann Liutkus, CPA
                                           Treasurer and Chief Financial Officer






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>l10192aexv99.txt
<DESCRIPTION>EXHIBIT 99
<TEXT>
<PAGE>



                                                                     Exhibit 99

PRESS RELEASE


FOR IMMEDIATE RELEASE

DATE:      October 22, 2004
COMPANY:   Central Federal Corporation
           2923 Smith Road
           Fairlawn, Ohio  44333
CONTACT:   David C. Vernon
           Chairman, President and CEO
PHONE:     330.666.7979                     FAX:       330.666.7959

CENTRAL FEDERAL CORPORATION ANNOUNCES 3RD QUARTER LOSS, COMPLETION OF
ACQUISITION OF RJO FINANCIAL SERVICES, INC. AND SPECIAL STOCKHOLDERS MEETING TO
APPROVE REVERSE STOCK SPLIT

Fairlawn, Ohio - October 22, 2004 - Central Federal Corporation (Nasdaq: GCFC)
announced a net loss for the third quarter of 2004 of ($665,000), or ($.33) per
diluted share compared to a net loss of ($34,000), or ($.02) per diluted share
for the third quarter of 2003. The net loss for the nine month period ended
September 30, 2004 totaled ($1.2 million), or ($.61) per diluted share compared
to a net loss of ($1.1 million), or ($.62) per diluted share for the prior year
period ended September 30, 2003. The loss resulted from $320,000 in nonrecurring
noninterest expense items during the current quarter and a $296,000 provision
for loan losses which was necessary to support the significant growth in the
loan portfolio. Not considering these items, the net loss for the quarter ended
September 30, 2004 was ($259,000) or ($.13) per diluted share and the net loss
for the nine months ended September 30, 2004 was ($811,000), or ($.41) per
diluted share.

During the first nine months of 2004, the Company achieved significant growth
and continued to make progress in executing its plan to expand into business
financial services and position itself for growth in the Fairlawn and Columbus,
Ohio markets.

On June 10, 2004 the Company announced it had entered into a definitive
agreement to acquire RJO Financial Services, Inc., doing business as Reserve
Mortgage Services (Reserve), an Akron, Ohio based mortgage company founded by
Richard J. O'Donnell. The acquisition of Reserve will enable the Company to
significantly expand mortgage services and is expected to be immediately
accretive to earnings. The transaction closed on Friday, October 22, 2004.

The Board has unanimously approved a 1-to-1000 reverse stock split of the
Company's common stock as part of a "going private" transaction. At a special
meeting of stockholders to be held on December 14, 2004, stockholders will be


<PAGE>

asked to approve the reverse stock split by authorizing an amendment to the
Company's Certificate of Incorporation. It is expected that the record date for
the meeting will be November 11, 2004. If the amendment receives stockholder
approval, the Board intends to effect the split immediately thereafter.

As a result of the split, the Company expects to have fewer than 300 record
holders of its common stock, permitting the Company to terminate the
registration of its common stock with the Securities and Exchange Commission
(SEC) under the Securities Exchange Act of 1934. The Company intends to apply
for such termination as soon as practicable after effecting the split, and
thereafter its common stock no longer will be quoted on Nasdaq.

The Board carefully considered this course of action and concluded that it was
in the best interest of the Company and its stockholders. A public company
generally enjoys investment liquidity for stockholders, easier access to
capital, the option to use company stock as capital in an acquisition and an
enhanced corporate image. While these benefits often justify the additional
accounting, legal and other costs of being a public company, their availability
depends upon active trading of the company's stock and a market price that
provides some certainty in valuing the company. However, the Company's stock
does not actively trade, and thus few, if any, of the benefits of being a public
company are available to the Company. Recent legislation, most notably the
Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) and regulations adopted by the SEC
and Nasdaq in furtherance of the purposes of Sarbanes-Oxley, have greatly
increased the compliance costs of being a public company, both with respect to
substantially higher legal and accounting costs and the significantly greater
amount of time the Company's executives must devote to regulatory matters. As a
private company, the Company will not have to implement the requirements of
Sarbanes-Oxley, file reports with the SEC or comply with the corporate
governance rules and onerous disclosure requirements of the SEC and Nasdaq.
Thus, its legal, accounting and other costs will be much lower, and management
can focus on long-term goals and values, rather than each quarter's financial
results and the attendant market reaction. The savings realized by the Company
will be invested in the business. The Board believes that stockholder value will
be increased as management is allowed to focus its attention and resources on
implementing the Company's business plan and long-term strategy.

Total assets increased $41.5 million, or 39% during the first nine months of
2004 and totaled $148.5 million at September 30, 2004 compared to $107.0 million
at December 31, 2003. The increase was primarily due to growth in the commercial
loan portfolio and, to a lesser extent, growth in the mortgage loan portfolio.

Loans increased $38.8 million, or 67% during the first nine months of 2004 and
totaled $96.8 million at September 30, 2004 compared to $58.0 million at
December 31, 2003. Commercial loan balances increased $30.9 million and totaled
$40.1 million at September 30, 2004 compared to $9.2 million at December


<PAGE>

31, 2003 as the Company continued to focus on commercial lending. Mortgage loan
balances increased $7.0 million during the nine month period and totaled $43.7
million at September 30, 2004 compared to $36.7 million at December 31, 2003.

Deposits increased $17.0 million, or 23% during the first nine months of 2004
and totaled $90.4 million at September 30, 2004 compared to $73.4 million at
December 31, 2003. The increase was due to growth of $10.7 million in money
market accounts, $5.0 million in certificate of deposit accounts and $1.9
million in checking accounts, primarily commercial checking accounts offset by a
$540,000 decline in savings accounts. The growth in deposits is primarily the
result of the Company's focus on commercial customer relationships.

Federal Home Loan Bank advances increased $26.2 million during the first nine
months of 2004 and totaled $33.7 million at September 30, 2004 compared to $7.5
million at December 31, 2003 as advances were used to fund commercial loan
growth. Fixed rate advances for terms of 1 through 4.5 years totaling $12.3
million were drawn primarily during the first six months of 2004 to lock low
borrowing interest rates and protect the Company's interest rate risk position
as market interest rates have increased.

Total shareholders' equity declined 7% during the first nine months of 2004 and
totaled $18.4 million at September 30, 2004 compared to $19.9 million at
December 31, 2003 primarily due to the net loss and dividends during the nine
month period. Capital levels remained strong as the Company continued to
leverage its capital through growth. Equity to total assets totaled 12.4% at
September 30, 2004 compared to 18.6% at December 31, 2003.

Net interest income increased 30% and 12%, respectively for the three and nine
months ended September 30, 2004 compared to the prior year periods. Net interest
income totaled $1.1 million for the three months ended September 30, 2004, an
increase of $240,000 from $813,000 for the prior year period. Net interest
income totaled $2.9 million for the nine months ended September 30, 2004, an
increase of $316,000 from $2.5 million for the prior year period. The
improvement in net interest income was due to the growth in assets, primarily
commercial loans in accordance with the company's growth strategy and a
reduction in the cost of borrowings from the prior year period. Although the
overall level of net interest income has improved as a result of growth, the net
interest margin has declined to 3.38% for the nine months ended September 30,
2004 from 3.63% in the previous year period. The decline in net interest margin
is primarily a result of an increase in the Company's cash position, which
increased $16.2 million during the nine month period and totaled $25.1 million
at September 30, 2004, which is being held at a lower margin, as a funding
source for future loan growth.

The provision for loan losses totaled $296,000 and $366,000 for the quarter and
nine months ended September 30, 2004, respectively compared to no provision in



<PAGE>


the prior year quarter and $83,000 for the nine months ended September 30, 2003.
The increase in the provision and resultant allowance for loan losses reflects
the $30.9 million growth in the commercial loan portfolio during 2004. The ratio
of the allowance for loan losses to total loans was .77% at September 30, 2004
compared to .71% at December 31, 2003.

Noninterest income for the three and nine month period ended September 30, 2004
declined $178,000 and $334,000, respectively from $234,000 in the third quarter
of 2003 and $616,000 for the nine months ended September 30, 2003 primarily due
to lower mortgage originations and sales in the current year period as consumer
refinancing activity has slowed with the moderate rise in interest rates,
resulting in lower gains. Additionally, losses on security sales in the current
year periods, primarily the sale of fixed rate debt securities, contributed to
the decline in noninterest income.

Noninterest expense increased $704,000 and totaled $1.8 million in the third
quarter of 2004, compared to $1.1 million in the third quarter of 2003.
Noninterest expense increased $97,000 and totaled $4.7 million during the nine
months ended September 30, 2004, compared to $4.6 million during the nine months
ended September 30, 2003. Expense for the nine month period ended September 30,
2003 included $1.4 million in salaries and benefits expense related to
restructuring of employee benefit plans and payments on agreements with former
executives. Expense for the third quarter and nine months ended September 30,
2004 included operating costs related to staffing, improved technology and
expansion to new locations in Fairlawn and Columbus. Noninterest expense during
the quarter ended September 30, 2004 also included approximately $320,000 in
nonrecurring items related to employee severance expenses, post-retirement life
insurance benefits associated with bank owned life insurance, one time expenses
recognized in connection with the servicing of loans and one time internal
operating account adjustment expenses. Not including these nonrecurring items,
noninterest expense for the quarter ended September 30, 2004 totaled $1.5
million, in line with $1.5 million for the quarter ended June 30, 2004 and $1.4
million for the quarter ended March 31, 2004.



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.


<PAGE>

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 forward-looking
statements 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.


<PAGE>




<TABLE>
<CAPTION>
Selected Financial Condition Data              September 30,     December 31,
($ in thousands)                                   2004              2003        % change
                                               -------------     ------------    --------
                                                (unaudited)

<S>                                             <C>               <C>             <C>
Total assets                                    $  148,459        $  107,011         39%

Cash and cash equivalents                           25,121             8,936        181%

Securities available for sale                       13,234            27,126        -51%

Loans, net                                          96,800            58,024         67%

Allowance for loan losses                              747               415         80%

Nonperforming loans                                    165               741        -78%

Foreclosed assets, net                                 673               193        249%

Deposits                                            90,355            73,358         23%

Federal Home Loan Bank advances                     33,670             7,500        349%

Subordinated debentures                              5,155             5,155          0%

Total shareholders' equity                          18,395            19,856         -7%
</TABLE>


<TABLE>
<CAPTION>
Summary of Earnings                           Three months ended                       Nine months ended
($ in thousands, except per share data)          September 30,                            September 30,
                                            ----------------------                   ---------------------
(unaudited)                                  2004           2003        % change      2004          2003       % change
                                            -------        -------      --------     -------       -------     --------
<S>                                        <C>            <C>            <C>        <C>           <C>            <C>
Total interest income                       $ 1,617        $ 1,425         13%       $ 4,260       $ 4,268          0%

Total interest expense                          564            612         -8%         1,405         1,729        -19%
                                            -------        -------                   -------       -------
   Net interest income                        1,053            813         30%         2,855         2,539         12%

Provision for loan losses                       296           --          n/m            366            83        n/m
                                            -------        -------                   -------       -------
   Net interest income after provision
for loan losses                                 757            813         -7%         2,489         2,456          1%
Noninterest income
   Net gain (loss) on sales of
securities                                      (36)             1        n/m            (55)            1        n/m

   Net gains on sales of loans                   19            139        -86%            63           354        -82%

   Other                                         73             94        -22%           274           261          5%
                                            -------        -------                   -------       -------
Noninterest income                               56            234        -76%           282           616        -54%

Noninterest expense                           1,833          1,129         62%         4,671         4,574          2%
                                            -------        -------                   -------       -------
Loss before income taxes                     (1,020)           (82)       n/m         (1,900)       (1,502)        26%

Income tax benefit                             (355)           (48)       n/m           (683)         (397)        72%
                                            -------        -------                   -------       -------
      Net loss                              $  (665)       $   (34)       n/m        $(1,217)      $(1,105)        10%
                                            =======        =======                   =======       =======
Basic loss per share                        $ (0.33)       $ (0.02)       n/m        $ (0.61)      $ (0.62)        -2%
Diluted loss per share                      $ (0.33)       $ (0.02)       n/m        $ (0.61)      $ (0.62)        -2%

</TABLE>



<PAGE>

<TABLE>
<CAPTION>
                                                    At or for the three months               At or for the nine months
Selected Financial Ratios and Other Data                      ended                                    ended
(unaudited)                                               September 30,                             September 30,
                                                    --------------------------               -------------------------
                                                       2004            2003                    2004             2003
                                                     -------          -------                -------          -------
<S>                                                <C>               <C>                    <C>              <C>
Performance Ratios:
Return on average assets                               (1.89%)          (0.13%)                (1.30%)          (1.35%)
Return on average equity                              (14.23%)          (0.65%)                (8.48%)          (7.60%)
Average yield on interest-earnings assets               5.03%            6.10%                  5.04%            6.11%
Average rate paid on interest-bearing
liabilities                                             1.91%            2.90%                  1.84%            2.67%
Average interest rate spread                            3.12%            3.20%                  3.20%            3.44%
Net interest margin, fully taxable equivalent           3.27%            3.48%                  3.38%            3.63%
Interest-earning assets to interest-bearing
liabilities                                           109.19%          110.96%                110.88%          108.29%
Efficiency ratio                                      160.09%          107.93%                146.33%          145.02%
Non-interest expense to average assets                  5.20%            4.16%                  4.98%            5.57%
Dividend payout ratio                                    n/m              n/m                    n/m              n/m

Capital Ratios:
Equity to total assets at end of period                12.39%           19.66%                 12.39%           19.66%
Average equity to average assets                       13.25%           19.33%                 15.30%           17.70%

Asset Quality Ratios:
Nonperforming loans to total loans                      0.17%            1.49%                  0.17%            1.49%
Nonperforming assets to total assets                    0.56%            0.95%                  0.56%            0.95%
Allowance for loan losses to total loans                0.77%            0.76%                  0.77%            0.76%
Allowance for loan losses to nonperforming
loans                                                 451.55%           51.15%                451.55%           51.15%
Net charge-offs to average loans                        0.06%            0.03%                  0.06%            0.05%

Per Share Data:


Dividends declared                                    $ 0.09           $ 0.09                 $ 0.27           $ 0.27

Tangible book value per share at end of period          8.92            10.45                   8.92            10.45
</TABLE>

- -------------------------

n/m - not meaningful


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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