UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
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): September 27, 2004
FINANCIAL FEDERAL CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 1-12006 88-0244792
(State of incorporation) (Commission file number) (I.R.S. Employer
Identification No.)
733 Third Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code)
(212) 599-8000
(Registrant's telephone number, including area code)
(Former name or 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))
Item 2.02 Results of Operations and Financial Condition
---------------------------------------------
On September 27, 2004, Financial Federal Corporation issued a press
release regarding its results for its fiscal year and quarter ended July 31,
2004. The full text of the press release is attached hereto as Exhibit 99.1.
The information contained in this Form 8-K and the exhibit attached
hereto shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
In addition to reporting financial results in accordance with generally
accepted accounting principles ("GAAP"), the effect on diluted earnings per
share for fiscal 2003 of a $1.1 million after-tax loss on the redemption of
convertible debt was reported. This measure is not in accordance with GAAP.
Financial Federal Corporation believes this amount is useful to investors in
comparing its performance for fiscal 2004 to fiscal 2003. The excluded loss
was a result of the calling of 4.5% convertible subordinated notes for
redemption. The notes were called to eliminate their dilutive effect. This
was a non-recurring event.
Item 9.01 Financial Statements and Exhibits
---------------------------------
(C) Exhibits:
The following exhibit is filed herewith:
99.1 Press Release dated September 27, 2004
2
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- --------------------------------------------------------------
99.1 Press Release dated September 27, 2004
3
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.
FINANCIAL FEDERAL CORPORATION
-----------------------------
(Registrant)
By: /s/ Steven F. Groth
----------------------------------
Senior Vice President and
Chief Financial Officer (Principal
Financial Officer)
September 27, 2004
------------------
(Date)