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: June 7, 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)
Item 5. OTHER EVENTS
------------
See attached Exhibit 99.1
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(C) Exhibits:
99.1 Press Release of Financial Federal Corporation (the
"Registrant") dated June 7, 2004 announcing the addition of
Michael J. Zimmerman to its Board of Directors.
99.2 Press Release of the Registrant dated June 7, 2004 announcing
earnings for the third quarter ended April 30, 2004 (furnished,
and not filed, herewith solely pursuant to Item 12).
Item 12. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
-----------------------------------------------------------
On June 7, 2004, the Registrant reported its results of operations
for its fiscal quarter ended April 30, 2004. A copy of the press release
issued by the Registrant reporting these results is furnished herewith as
Exhibit 99.2 and is incorporated herein by reference.
The information contained herein and in the accompanying exhibit 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 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 Registrant provides
net earnings and diluted earnings per share for the first nine months of
fiscal 2003 excluding a $1.1 million after-tax loss on the redemption of the
Registrant's convertible debt. These measures are not in accordance with
GAAP. The Registrant's management believes these amounts are useful to
investors in comparing the Registrant's operating performance for fiscal
2004 to fiscal 2003. The excluded loss was a result of the Registrant
calling its 4.5% convertible subordinated notes for redemption. The notes
were called to eliminate their dilutive effect. This was a non-recurring
event.
2
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- --------------------------------------------------------------
99.1 Press Release of Financial Federal Corporation (the "Registrant")
dated June 7, 2004 announcing the addition of Michael J.
Zimmerman to its Board of Directors.
99.2 Press Release of the Registrant dated June 7, 2004 announcing
earnings for the third quarter ended April 30, 2004 (furnished,
and not filed, herewith solely pursuant to Item 12).
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)
June 8, 2004
------------
(Date)