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U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

The aggregate market value of the voting common equity held by non-affiliates of the registrant, computed by reference to the last reported price at which the stock was sold on June 28, 2002 (the last business day of the registrants most recently completed second quarter) was $84,297,000.

The number of outstanding shares of registrant’s Common Stock, par value $0.01, as of March 27, 2003 was 18,242,728.

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DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Definitive Proxy Statement for its 2003 Annual Meeting of Shareholders, which Definitive Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after the Registrant’s fiscal year-end of December 31, 2002, are incorporated by reference into Part III of this Form 10-K.

MEDALLION FINANCIAL CORP.

2002 FORM 10-K ANNUAL REPORT

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          The following discussion should be read in conjunction with our financial statements and the notes to those statements and other financial information appearing elsewhere in this report.

          This report contains forward-looking statements relating to future events and future performance of the Company within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding the Company’s expectations, beliefs, intentions, or future strategies that are signified by the words expects, anticipates, intends, believes, or similar language.  Actual results could differ materially from those anticipated in such forward-looking statements.  All forward-looking statements included in this document are based on information available to the Company on the date hereof, and the Company assumes no obligation to update any forward-looking statements.  The Company cautions investors that its business and financial performance are subject to substantial risks and uncertainties.

PART I

          ITEM 1. BUSINESS OF THE COMPANY

GENERAL

          Medallion Financial Corp. (the Company) is a specialty finance company that has a leading position in originating and servicing loans that finance taxicab medallions and various types of commercial businesses.  Since 1996, the year which we went public, we have increased our medallion loan portfolio at a compound annual growth rate of 8%, and our commercial loan portfolio at a compound annual growth rate of 15%.  Our total assets under our management, which includes assets serviced for third party investors, were approximately $647,557,000 as of December 31, 2002, and have grown from $215,000,000 at the end of 1996, a compound annual growth rate of 20%.

          The Company conducts its business through various wholly-owned subsidiaries including its primary operating company, Medallion Funding Corp. (MFC).  The Company also conducts business through Business Lenders, LLC (BLL), licensed by the Small Business Administration (SBA) section 7(a) program; Medallion Business Credit, LLC (MBC), an originator of loans to small businesses for the purpose of financing inventory and receivables; Medallion Capital Inc. (MCI), which conducts a mezzanine financing business; and Freshstart Venture Capital Corp. (FSVC), a Small Business Investment Company (SBIC) which originates and services taxicab medallion and commercial loans.  MFC, MCI, and FSVC operate as SBICs and are regulated and financed in part by the SBA.

          As an adjunct to the Company’s taxicab medallion finance business, the Company operates a taxicab rooftop advertising business, Medallion Taxi Media, Inc. (Media), one of the largest taxicab rooftop advertising businesses in the nation, providing advertising space in 33 metropolitan areas in the United States and in 2 cities in Japan. Since 1996, we have increased the number of our U.S. taxicab rooftop displays from 1,550 to approximately 9,600 at December 31, 2002, a compound annual growth rate of 36%.  In Japan, the Company has contracts on 6,200 taxicab racks and rooftop displays.

          Alvin Murstein, the Company’s Chairman and Chief Executive Officer, has over 40 years of experience in the ownership, management, and financing of taxicab medallions.  Andrew Murstein, the Company’s President, is the third generation in his family to participate in the business.

          We are a closed-end, non-diversified management investment company under the Investment Company Act of 1940, as amended (1940 Act).  Our investment objectives are to provide a high level of distributable income, consistent with the preservation of capital, as well as long-term growth of net asset value.

          We have elected to be treated as a Business Development Company registered under the 1940 Act. In addition, we have historically elected to be treated for tax purposes as a Regulated Investment Company (RIC) under the Internal Revenue Code of 1986, as amended (the Code).  Assuming we qualify to be treated as a RIC for any taxable year, we will not be subject to U.S. federal income tax on any (i) investment company taxable income (which includes, among other things, dividends and interest reduced by deductible expenses) that we distribute to our stockholders (provided that at least 90% of our investment company taxable income for that taxable year is distributed) or (ii) any net capital gains that we distribute to our shareholders.  To the extent permitted under our bank agreements, we intend to pay cash dividends to take advantage of these rules and minimize or eliminate our federally taxable income.  The Company did not qualify to be treated as a RIC for 2002, primarily due to a shortfall of interest and dividend income in comparison to our total taxable income from other

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sources.  This shortfall was caused primarily by losses in MFC and other subsidiaries.  As a result, the Company was treated as a taxable entity in 2002, which had an immaterial effect on the Company’s financial position and results of operations for 2002.  The Company is currently assessing whether to attempt to requalify as a RIC in 2003 in view of this change in status, a proposed new tax law, and other strategic considerations, including the optimum utilization of possible taxable losses.  The Company believes that, if it so desires, it will be able to take appropriate measures to qualify as a RIC in 2003.

MEDALLION LOANS

          Medallion loans of $210,476,000 comprised 59% of our $356,246,000 net investment portfolio as of December 31, 2002.  Since 1979, we have originated, on a combined basis, approximately $913,800,000 in medallion loans in New York City, Chicago, Boston, Newark, Cambridge, and other cities within the United States.  Our medallion loan portfolio consists of mostly fixed-rate loans, collateralized by first security interests in taxicab medallions and related assets.  As of December 31, 2002, approximately 83% of the principal amount of our medallion loans were in New York City.  Although some of the medallion loans have from time to time been in arrears or in default, our loss experience on medallion loans has been negligible.  We estimate that the average loan-to-value ratio of all of the medallion loans is approximately 57%.  In addition, we have recourse against a vast majority of the owners of the taxicab medallions and related assets through personal guarantees.

          The New York City Taxi and Limousine Commission (TLC) estimates that the total value of all of New York City taxicab medallions and related assets exceeds of $3.1 billion.  We estimate that the total value of all taxicab medallions and related assets in the United States exceeds $4.6 billion.  We believe that we will continue to develop growth opportunities by further penetrating the highly fragmented medallion financing marketplace.  Additionally, in the future, the Company may enhance its portfolio growth rate through selective acquisitions of medallion financing businesses and their related portfolios.  Since our initial public offering, we have acquired several additional medallion loan portfolios.

          Portfolio Characteristics

          Medallion loans generally require equal monthly payments covering accrued interest and amortization of principal over a ten to fifteen year schedule, subject to a balloon payment of all outstanding principal after four or five years.  More recently, we have begun to originate loans with one-to-four year maturities where interest rates are adjusted and a new maturity period set.  Borrowers may prepay medallion loans upon payment of a fee of approximately 90 days’ interest.  We believe that the likelihood of prepayment is a function of changes in interest rates.  Borrowers are more likely to exercise prepayment rights in a decreasing interest rate environment when the interest rate payable on their loan is high relative to prevailing interest rates, and we believe that they are less likely to prepay in a rising interest rate environment.  We generally retain the medallion loans we originate; however, from time to time, we participate or sell shares of some loans or portfolios to interested third party financial institutions.  In these cases, we retain the borrower relationships and service the sold loans.  The total amount of medallion loans under management was $292,332,000 at December 31, 2002, compared to $346,458,000 at December 31, 2001.

          At December 31, 2002, substantially all medallion loans were collateralized by first security interests in taxicab medallions and related assets (vehicles, meters, etc.), and were originated at an approximate loan-to-value ratio of 80%.  In addition, we have recourse against the vast majority of direct and indirect owners of the medallions who personally guarantee the loans.  Although personal guarantees increase the commitment of borrowers to repay their loans, there can be no assurance that the assets available under personal guarantees would, if required, be sufficient to satisfy the obligations subject to such guarantees.

          We believe that our medallion loan portfolio is of high credit quality because medallions have generally increased in value and are relatively simple to repossess and resell in an active market.  In the past when a borrower has defaulted on a loan, we have seized the medallion collateralizing that loan.  If the loan was not brought current, the medallion was sold in the active market at prices at or in excess of the amounts due.  Although some of the medallion loans have from time to time been in arrears or in default, our loss experience on medallion loans has been negligible.

Market Position

          We have originated and serviced medallion loans since 1979, and have established a leading position in the industry.  Management has a long history of owning, managing, and financing taxicab fleets, taxicab medallions, and corporate car services, dating back to 1956.  Medallion loans collateralized by New York City taxicab medallions and related assets

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comprised 83% of the value of the medallion loan portfolio at December 31, 2002.  The balance of medallion loans are collateralized by taxicab medallions in Chicago, Boston, Newark, Cambridge, and other cities within the United States.  We believe that there are significant growth opportunities in these and other metropolitan markets nationwide.

          The following table displays information on medallion loans outstanding in each of our major markets at December 31, 2002.

          The New York City Market.  A New York City taxicab medallion is the only permitted license to operate a taxicab and accept street hails in New York City.  As reported by the TLC, individual (owner-driver) medallions sold for approximately $211,000 and corporate medallions sold for approximately $250,000 at December 31, 2002.  The number of taxicab medallions is limited by law, and as a result of the limited supply of medallions, an active market for medallions has developed.  The law limiting the number of medallions also stipulates that the ownership for the 12,053 medallions outstanding at December 31, 2002 shall remain divided into 5,086 individual medallions and 6,967 fleet or corporate medallions.  Corporate medallions are more valuable because they can be aggregated by businesses and leased to drivers and operated for more than one shift.

          A prospective medallion owner must qualify under the medallion ownership standards set and enforced by the TLC.  These standards prohibit individuals with criminal records from owning medallions, require that the funds used to purchase medallions be derived from legitimate sources, and mandate that taxicab vehicles and meters meet TLC specifications.  In addition, before the TLC will approve a medallion transfer, the TLC requires a letter from the seller’s insurer stating that there are no outstanding claims for personal injuries in excess of insurance coverage.  After the transfer is approved, the owner’s taxicab is subject to quarterly TLC inspections.

          Most New York City medallion transfers are handled through approximately 32 medallion brokers licensed by the TLC.  In addition to brokering medallions, these brokers also arrange for TLC documentation insurance, vehicles, meters, and financing.  The Company has excellent relations with many of the most active brokers and regularly receives referrals from them.  However, the Company receives most of its referrals from a small number of brokers.

          The Chicago Market.  We estimate that Chicago medallions currently sell for approximately $60,000.  Pursuant to a municipal ordinance, the number of outstanding medallions is currently capped at 6,700, which includes an additional 150 and 200 medallions that were auctioned and placed into service in July 1999 and December 2000, respectively.  We estimate that the total value of all Chicago medallions and related assets is over $536,000,000.

          The Boston Market.  We estimate that Boston medallions currently sell for approximately $191,000.  The number of Boston medallions had been limited by law since 1930 to 1,525 medallions.  However 300 additional medallions were authorized in 1993, 75 additional medallions were auctioned and put into service in January 1999, and an additional 57 medallions were auctioned in June 2000.  We estimate that the total value of all Boston medallions and related assets is over $412,000,000.

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          The Newark Market.  We estimate that Newark medallions currently sell for approximately $195,000.  The number of Newark medallions currently has been limited to 600 since 1950 by local law.  We estimate that the total value of all Newark medallions and related assets is over $129,000,000.

          The Cambridge Market.  We estimate that Cambridge medallions currently sell for approximately $195,000.  The number of Cambridge medallions has been limited to 248 since 1945 by a Cambridge city ordinance.  We estimate that the total value of all Cambridge medallions and related assets is over $53,000,000.

COMMERCIAL LOANS

          Commercial loans of $138,361,000 comprised 39% of the $356,246,000 net investment portfolio as of December 31, 2002.  From the inception of the commercial loan business in 1987 through December 31, 2002, we have originated more than 10,000 commercial loans for an aggregate principal amount of approximately $588,000,000.  The commercial loan portfolio consists of floating-rate, adjustable, and fixed-rate loans.  We have increased our commercial loan activity in recent years primarily because of the attractive higher yielding, floating rate nature of most of this business.  The outstanding balances of commercial loans grew at a compound annual rate of 15% since 1996, although balances declined 31% during 2002, as the Company sought to increase liquidity by selling and not renewing certain loans.  The increase since 1996 has been primarily driven by internal growth through the origination of additional commercial loans.  We plan to again expand our commercial loan activities by developing a more diverse borrower base, a wider geographic area of coverage, and by expanding targeted industries.

          Commercial loans are generally secured by equipment, accounts receivable, real estate, and other assets, and have interest rates averaging 200 basis points over the prevailing prime rate.  As with medallion loans, the vast majority of the principals of borrowers personally guarantee commercial loans.  The aggregate realized loss of principal on commercial loans has averaged less than 1.5% per annum for each of the last five years.

Asset Based Loans

          The Company originates asset-based loans to small businesses for working capital through its MBC subsidiary.  These loans are primarily collateralized by accounts receivable of small businesses that require credit facilities ranging from $250,000 to $3,500,000, a market we believe is underserved, and which represents approximately 29% of the commercial loan portfolio.  We had successfully established 39 credit lines at December 31, 2002.  These credit facilities are secured principally by the borrower’s accounts receivable, but may also be secured by inventory, machinery, or equipment.  Currently, our customer base is concentrated in the New York metropolitan area and includes manufacturers, distributors and service organizations.  These loans are generally priced at approximately 300 basis points over the prevailing prime rate.

Secured Mezzanine Loans

          Through our MCI subsidiary we originate both senior and subordinated loans to businesses in a variety of industries, including radio and television stations, airport food service operations, telephone companies, manufacturing concerns, and laser eye surgery clinics.  These loans are primarily secured by a second position on all assets of the businesses, range from $1,000,000 to $5,000,000, and represent approximately 23% of the commercial loan portfolio.  Frequently, we receive warrants to purchase an equity interest in the borrowers of secured mezzanine loans.

SBA Section 7 (a) loans

          The Company originates loans under the Section 7(a) program of the SBA through its BLL subsidiary.  Up to 85% of the amounts of these loans are guaranteed (up to $1,000,000) by the federal government.  These loans are secured by fixed assets and or real estate throughout the New England and the New York metropolitan regions, and comprise approximately 23% of the commercial loan portfolio.  BLL has achieved “preferred lender” status from the SBA in 9 geographical districts in which it originates loans, enabling them to obtain expedited loan approval and closing from the SBA.  These loans have floating interest rates tied to a spread over the prime rate.  Additionally, a liquid market exists for the sale of the guaranteed portion of these loans.  BLL regularly sells the guaranteed portion of the Section 7(a) loans in the secondary market and recognizes a gain on these sales.  This gain is accounted for in accordance with Statement of Financial Accounting Standards No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities - a Replacement of FASB Statement No.125.”  We believe that the floating-rate nature of these loans is beneficial for our interest rate exposure management.  Due to limitations imposed by the Company’s lenders, sources of liquidity were reduced for BLL, which

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resulted in BLL maintaining a business status quo as opposed to its previous rapid expansion.  Since late 2000, no additional funding has been provided to BLL for new business growth, and as a result, BLL has reduced the scope of its operations by reducing personnel and closing offices, and has funded all new loan activity and operations from its own internally generated cash flow, which is anticipated to be adequate to fund future operations as well.  The Company has sold certain retained unguaranteed portions of this loan portfolio during 2002, and may continue to do so in the future, and may also pursue other strategic alternatives.

Other Secured Commercial Loans

          The Company originates other commercial loans that are not concentrated in any particular industry.  These loans, which are generally fixed-rate loans, represent approximately 25% of our commercial loan portfolio.  Historically this portfolio had been made up of fixed-rate loans, but substantially all business originated over the last four years has been at adjustable interest rates, generally repricing on their anniversary date.  Borrowers include food service, real estate, dry cleaner, and laundromat businesses.

          The following table displays information on the types of loans outstanding in our commercial loan portfolio at December 31, 2002.

Portfolio Characteristics

          Commercial loans finance either the purchase of the equipment and related assets necessary to open a new business or the purchase or improvement of an existing business.  We have originated commercial loans in principal amounts ranging from $50,000 to approximately $5,000,000.  These loans are generally retained and typically have maturities ranging from one to ten years and require equal monthly payments covering accrued interest and amortization of principal over a four to five year term.  Substantially all loans generally may be prepaid with a fee ranging from 30 to 120 days’ interest.  The term of, and interest rate charged on, our outstanding loans are subject to SBA regulations.  Under SBA regulations, the maximum rate of interest permitted on loans originated by the Company is 19%.  Unlike medallion loans, for which competition precludes us from charging the maximum rate of interest permitted under SBA regulations, we are able to charge the maximum rate on certain commercial loans.  We believe that the increased yield on commercial loans compensates for their higher risk relative to medallion loans and further illustrates the benefits of diversification.

          Commercial loans are generally originated at an average loan-to-value ratio of 70 to 75%.  Substantially all of the commercial loans are collateralized by security interests in the assets being financed by the borrower.  In addition, we have recourse against the vast majority of the principals of borrowers who personally guarantee the loans.  Although personal guarantees increase the commitment of borrowers to repay their loans, there can be no assurance that the assets available under personal guarantees would, if required, be sufficient to satisfy the obligations secured by such guarantees. In certain cases, equipment vendors may provide full and partial recourse guarantees on loans.

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Delinquency and Loan Loss Experience

          We generally follow a practice of discontinuing the accrual of interest income on our commercial loans that are in arrears as to interest payments for a period of 90 days or more.  We deliver a default notice and begin foreclosure and liquidation proceedings when management determines that pursuit of these remedies is the most appropriate course of action under the circumstances. A loan is considered to be delinquent if the borrower fails to make a payment on time; however, during the course of discussion on delinquent status, we may agree to modify the payment terms of the loan with a borrower that cannot make payments in accordance with the original loan agreement.  For loan modifications, the loan will only be returned to accrual status if all past due interest payments are brought fully current.  Based upon the assessment of our collateral position, we evaluate most of these relationships on an “enterprise value” basis and expect to locate and install a new operator to run the business and reduce the debt.  For credit that is collateral based, we anticipate that a substantial portion of the principal amount of delinquent loans would be collected upon foreclosure of such loans, if necessary.  There can be no assurance, however, that the collateral securing these loans will be adequate in the event of foreclosure.

          The following table shows the trend in loans 90 days or more past due as of December 31,

          The decrease in medallion loan delinquencies during 2002 primarily reflected the improvement in the business environment in New York City and the strengthening of the taxi medallion market.  Secured mezzanine financing delinquencies primarily reflected the impact of the economy and the September 11, 2001 terrorist attacks on certain concession and media properties which is believed to be of temporary nature.  The increase from 2001 was due to the addition of a restaurant credit to nonaccrual.  The delinquencies in the SBA Section 7(a) portfolio have remained relatively constant as a percentage of loans outstanding and the improvement reflects the resolution of several long term workout credits.  Included in the SBA Section 7(a) delinquency figures are $2,696,000, $5,407,000, and $6,823,000 at December 31, 2002, 2001, and 2000, respectively, which represent loans repurchased for the purpose of collecting on the SBA guarantee.  The decrease in other commercial secured delinquencies compared to 2001 reflected the resolution of several large long-term workout credits which were satisfactorily resolved.  The Company is actively working with each delinquent borrower to bring them current, and believes that any potential loss exposure is reflected in the Company’s mark-to-market estimates on each loan.  Although there can be no assurances as to changes in the trend rate, management believes that any loss exposures are properly reflected in reported asset values.

          We monitor delinquent loans for possible exposure to loss, by analyzing various factors, including the value of the collateral securing the loan and the borrower’s prior payment history.  Under the 1940 Act, the loan portfolio must be recorded at fair value or “marked-to-market.”  Unlike other lending institutions, we are not permitted to establish reserves for loan losses.  Instead, the valuation of our portfolio is adjusted quarterly to reflect estimates of the current realizable value of the loan portfolio.  Since no ready market exists for this portfolio, fair value is subject to the good faith determination of management and the approval of the Board of Directors.  Because of the subjectivity of these estimates, there can be no assurance that, in the event of a foreclosure or the sale of portfolio loans, we would be able to recover the amounts reflected on the balance sheet.

          In determining the value of the portfolio, management and the Board of Directors may take into consideration various factors such as the financial condition of the borrower and the adequacy of the collateral.  For example, in a period of sustained increases in market rates of interest, management and the Board of Directors could decrease its valuation of the portfolio if the portfolio consists primarily of fixed-rate loans.  Valuation procedures are designed to generate values which approximate the value that would have been established by market forces and are therefore subject to uncertainties and variations from reported results.  Based upon these factors, net unrealized appreciation or depreciation on investments is determined, or the amount by which our estimate of the current realizable value of our portfolio is above or below our cost basis.

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          The following table sets forth the changes in the Company’s unrealized appreciation (depreciation) on investments for the periods indicated.

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          The following table presents credit-related information for the investment portfolios as of and for the years ended December 31.

          Equity Investments

          Equity investments were 2.1%, 0.8%, and 0.4% of the Company’s total portfolio at December 31, 2002, 2001, and 2000.  Equity investments are comprised of common stock and warrants, primarily held by MCI.  The increase in equities over the last two years is primarily a result of the unrealized appreciation recorded on a publicly traded investment.

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          Investment Activity

          The following table sets forth the components of investment activity in the investment portfolio for the periods indicated.

          Investment Strategy

          Our core philosophy has been “In niches there are riches.”  We try to identify markets that are profitable and where we can be an industry leader. Core lending areas include medallion lending, automobile lending (taxicabs and limousines only), SBA 7(a) guaranteed loans, and asset-based financing.  Additionally, we lend to small businesses that meet our overall credit criteria of strong collateral values and personal ability to repay the debt.  In all lending divisions, we look to focus on making secured loans to achieve favorable yield to risk profiles and below average losses.  In addition to increasing market share in existing lending markets and identifying new niches, we seek to acquire specialty finance companies that make secured loans to small businesses which have experienced historically low loan losses similar to our own.  Since the Company’s initial public offering in May 1996, eight specialty finance companies, three loan portfolios, and three taxicab roof top advertising companies have been acquired.

          Marketing, Origination, and Loan Approval Process

          We employ 32 loan originators to originate medallion and commercial loans.  Each loan application is individually reviewed through analysis of a number of factors, including loan-to-value ratios, a review of the borrower’s credit history, public records, personal interviews, trade references, personal inspection of the premises, and approval from the TLC, SBA, or other regulatory body, if applicable. Each applicant is required to provide personal and corporate tax returns, premises leases, and/or property deeds.  Senior management establishes loan origination criteria.  Loans that conform to such criteria may be processed by a loan officer with the proper credit authority, and non-conforming loans must be approved by the Chief Executive Officer and/or the Chief Credit Officer. Both medallion and commercial loans are sourced from brokers with extensive networks of applicants, and commercial loans are also referred by contacts with banks, attorneys, and accounting firms.

TAXICAB ROOFTOP ADVERTISING

          Media provides taxicab rooftop advertising, which is a relatively undeveloped segment of the out-of-home advertising industry. Out-of-home advertising includes:

          Media currently provides taxicab rooftop advertising in over 30 major cities and believes it has the leading market share in New York, Los Angeles, Philadelphia, Dallas and Baltimore/Washington, D.C.  Media’s goal is to become the leading national provider of taxicab rooftop advertising by establishing a presence in additional major U.S. metropolitan markets.  As of December 31, 2002, we had approximately 9,600 installed displays in the United States, 2,600 installed displays in Japan and 3,600 installed racks inside of taxicabs in Japan.

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          Media was organized in November 1994, and since its inception the business has grown rapidly.  Generally, Media enters into agreements with taxicab associations, fleets, or individuals to lease taxicab rooftop space for five-year terms.  Certain of these agreements include the payment of an upfront fee in addition to ongoing lease payments.  In July 2001, Media acquired certain assets and assumed certain liabilities of Medallion Media Japan Ltd. (MMJ), a taxi advertising operation similar to those operated by Media in the U.S., which has advertising rights on approximately 6,200 cabs serving various cities in Japan. The terms of the agreement provide for an earn-out payment to the sellers based on average net income over the next three years.  MMJ accounted for approximately 11% of Media’s consolidated revenue during 2002, compared to 8% during 2001.

          During 2002 and 2001, Media’s operations were constrained by a very difficult advertising environment compounded by the rapid expansions of tops that occurred during 1999 and 2000.  Media began to recognize losses as growth in operating expenses exceeded growth in revenue. Also, a substantial portion of Media’s revenues in 2001 arose from the realization of amounts that had been paid for and deferred from prior periods. Media is actively pursuing new sales opportunities, including expansion and upgrading of the sales force, and has taken steps to reduce operating expenses, including renegotiation of fleet payments for advertising rights to better align ongoing revenues and expenses, and to maximize cash flow from operations.  Media’s growth prospects are currently constrained by the operating environment and distressed advertising market that resulted from the September 11, 2001 terrorist attacks and a general economic downturn.  Media has developed an operating plan to fund only necessary operations out of available cash flow and to escalate its sales activities to generate new revenues.  Although there can be no assurances, Media and the Company believe that this plan will enable Media to weather this downturn in the advertising cycle and maintain operations at existing levels until such times as business returns to historic levels.

          Also included in 2001 was a $1,350,000 tax provision to establish a valuation allowance against the future realization of a deferred tax asset that was recorded in prior periods relating to actual tax payments made for taxable revenue that had not been recorded for financial reporting purposes, of which $656,000 was reversed in 2002 as a result of changes in federal tax laws.  During 2001, primarily as a result of expansion into numerous cities and the lag associated with selling those taxi tops, Media began to incur losses for both financial reporting and tax purposes, indicating that this deferred tax asset now represented a receivable or refund from the tax authorities for those taxes previously paid.  However, due to statutory limitations in 2001 on Media’s ability to carry these tax losses back more than two years, and the uncertainties concerning the level of Media’s taxable income in the future, Media determined to reserve against the receivable. In March 2002, Congress passed and the President signed into law, an economic stimulus bill that among its provisions included a carryback provision for five years.  As a result, Media carried back an additional $656,000 in the 2002 first quarter and retains a net operating loss carryforward of $6,056,000.

          The reduction in accounts payable and accrued expenses primarily reflected adjustments made during 2002 to obligations owed to certain taxi fleet operators which resulted from Media’s efforts to continue reducing fleet costs so that they were more in line with the reduced levels of revenue.  The increase in amounts due to parent primarily reflected charges for salaries and benefits and corporate overhead paid by the Company on Media’s behalf.

          Media attaches each display to the rooftop of a taxicab and performs all ongoing display maintenance and repair, and the display remains our property.  The display serves as a platform for advertising copy, which is printed on vinyl sheets with adhesive backing, and provided to us by the advertiser.  The advertising copy adheres to the display and is illuminated whenever the taxicab is in operation.  The vinyl sheet is durable and is generally left on the display for up to 90 days.  The advertising copy is replaced at the advertiser’s discretion and cost when advertising campaigns change.  The standard size of the vinyl advertising copy, 14 inches high by 48 inches long, was designed to be proportionally similar to “bulletins” or “billboards” to permit advertisers to conveniently translate billboard copy into taxicab rooftop display copy.  Advertising racks are attached to the interior of the passenger compartment of the taxicab and are likewise filled with promotional materials, typically provided by the advertiser.

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          The displays are marketed to advertising agencies and outdoor advertising buying agencies.  Advertising contracts generally vary from 30 days to one year and provide for monthly payments by the advertiser.  The following is a sample of Media’s advertising accounts in 2002:

          We believe that there are growth opportunities within our existing markets because only approximately 40% of New York City taxicabs, and less than 10% of taxicabs nationwide, have rooftop advertising.  In addition, we believe that our growth will be facilitated by our reputation and relationship within the taxicab industry and because our arrangement with the taxicab owners provides them with supplemental income.  Media’s growth prospects are currently constrained by the depressed advertising market caused by the general economic downturn, which has resulted in operating losses and reduced cash flow, as well as by restrictions on funding that can be provided by the Company in accordance with the terms of its bank loans as described in Financing Arrangements on page 36.  Media has developed an operating plan to fund only necessary operations out of available cash flow and to escalate its sales activities to generate new revenues.  Although there can be no assurances, Media and the Company believe that this plan will enable Media to weather this downturn in the advertising cycle and maintain operations at existing levels until such times as business returns to historical levels.

SOURCES OF FUNDS

          Overview

          We have historically funded our lending operations primarily through credit facilities with bank syndicates and, to a lesser degree, through fixed-rate, senior secured notes and long-term subordinated debentures issued to or guaranteed by the SBA.  The determination of funding sources is established by our management, based upon an analysis of the respective financial and other costs and burdens associated with funding sources.  Our funding strategy and interest rate risk management strategy is to have the proper structuring of debt to minimize both rate and maturity risk, while maximizing returns with the lowest cost of funding over an intermediate period of time.

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          The table below summarizes our cash levels and borrowings as of December 31, 2002, and should be read in conjunction with Note 6 of the consolidated financial statements.

          We fund our fixed-rate loans with variable-rate credit lines and bank debt, and by fixed-rate senior secured notes and SBA debentures.  The mismatch between maturities and interest-rate sensitivities of these balance sheet items results in interest rate risk.  We seek to manage our exposure to increases in market rates of interest to an acceptable level by:

Nevertheless, we accept varying degrees of interest rate risk depending on market conditions.  For additional discussions of our funding sources and asset liability management strategy, see Asset/Liability Management on page 34.

OUR OPERATION AS A RIC

          We previously elected to be taxed as a Regulated Investment Company (RIC) under Sections 851 through 855 of the Internal Revenue Code for each taxable year, assuming we satisfied the qualification requirements for RIC treatment in each year.  As further described herein, and in the notes to the consolidated financial statements, during taxable year 2002 we did not qualify as a RIC and were therefore subject to tax as an ordinary corporation under Subchapter C of the Code.  Importantly, because we had a net operating loss for 2002, our non-qualification of RIC status did not materially affect dividend distributions to our stockholders, and produced a potentially beneficial taxable loss to carry forward.  During 2003, we plan to continually evaluate our results, monitor the potentially material federal tax relief plan with respect to dividends proposed by President Bush, and develop a corporate strategy accordingly that may or may not include our attempt to qualify as a RIC in 2003 and beyond.  The Company believes that it will be able to take appropriate measures to qualify as a RIC in 2003.

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          The sections of the Code relating to qualification and operation as a RIC are highly technical and complex.  The following discussion summarizes material aspects of the sections of the Code that govern the federal income tax treatment of a RIC and the treatment of stockholders.  This summary is qualified in its entirety by the applicable Code provisions, rules and regulations developed under the Code and the rules, and administrative and judicial interpretations of these provisions, rules and regulations.

          In general, if certain detailed conditions of the Code are met (including the election of RIC taxation in each such year), Business Development Companies, like us in previous taxable years, are generally not taxed at the corporate level on the “investment company taxable income” and net capital gains that are distributed to stockholders.  The income of a non-RIC corporation is generally subject to corporate tax.  In addition, stockholders who receive income from non-RIC corporations are also taxed on the income they receive.  Thus, the income of a non-RIC corporation is subject to “double taxation” (i.e., taxation at both the corporate and stockholder levels).  RIC treatment substantially eliminates this “double taxation.”  A RIC is, however, generally subject to federal income tax, at regular corporate rates, on undistributed investment company taxable income and net capital gains.  In January 2003, President Bush proposed changes to the tax laws which, if enacted in their current form, would eliminate taxation on dividends and thus would eliminate the “double taxation” burden described above.

          To avoid a 4% nondeductible federal excise tax on undistributed income and capital gains, we must distribute (or be deemed to have distributed) by December 31st of each year at least 98% of the sum of (1) our ordinary income for such year; (2) our capital gain net income (which is the excess of our capital gain over our capital loss and is generally computed on the basis of the one-year period ending on October 31st of such year); and (3) any amounts that were not distributed in the previous calendar year and on which no income tax has been paid.

          As in 2002, if we do not qualify as a RIC in any year, we will be subject to income taxes as if we were a domestic corporation, and our stockholders will be taxed on any amounts distributed to them in the same manner as stockholders of an ordinary corporation.  Depending on the relevant circumstances, if this were to occur, we could be subject to potentially significant tax liabilities and the amount of cash available for distribution to our stockholders could be reduced.  In 2002, however, because we had a net operating loss we did not suffer any significant tax liabilities as a result of our loss of RIC status.

          The Code’s definition of the term “RIC” includes a domestic corporation that has elected to be treated as a Business Development Company under the 1940 Act and meets certain requirements.  These requirements are:

          These income and asset diversification requirements could restrict the expansion of our taxicab rooftop advertising business and our medallion collateral appreciation loan business.

          In addition, to qualify as a RIC under the Code, in each taxable year a company also must distribute to its stockholders at least 90% of (a) its investment company taxable income and (b) the excess of its tax-exempt interest income over certain disallowed deductions.

          If we satisfy these requirements, we would not be subject to federal income tax on the investment company taxable income and net capital gain distributed to our stockholders.  However, any investment company taxable income and/or net

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capital gains retained by us would be subject to federal income tax at regular corporate income tax rates.  However, we may designate retained net capital gains as a “deemed distribution” and pay a tax on this for the benefit of our stockholders.

          As a RIC, if we acquire debt obligations that were originally issued at a discount, or bear interest rates that do not call for payments at fixed rates (or certain “qualified variable rates”) at regular intervals over the life of the obligation, we will be required to include, as interest income, in each year, a portion of the “original issue discount” that accrues over the life of the obligation regardless of whether we receive the income, and we will be obligated to make distributions accordingly.  If this were to occur, we may borrow funds or sell assets to meet the distribution requirements.  However, the 1940 Act prohibits us from making distributions to stockholders while senior securities are outstanding unless we meet certain asset coverage requirements.  If we are unable to make the required distributions, we may be subject to the nondeductible 4% excise tax or we may fail to qualify as a RIC.  In addition, the SBA restricts the amount of distributions to the amount of undistributed net realized earnings less the allowance for unrealized loan losses (which in our case includes unrealized depreciation).

          If we qualify as a RIC, distributions made to our taxable domestic stockholders out of current or accumulated earning and profits (and not designated as capital gain dividends) will be considered ordinary income to them.  Distributions that are designated as capital gain dividends will be taxed as long-term capital gains, (to the extent they do not exceed our actual net capital gain for the taxable year) without regard to the period for which the stockholder has held the stock.  Corporate stockholders, however, are subject to tax on capital gain dividends at the same rate as ordinary income.

          To the extent that we made (or continue to make in 2003 and beyond) distributions in excess of current and accumulated earnings and profits, these distributions were (and would be) treated first as a tax-free return of capital to the stockholder, reducing the tax basis of a stockholder’s common stock by the amount of such distribution (but not below zero).  Distributions in excess of the stockholder’s tax basis taxable as capital gains (if the common stock is held as a capital asset).  In addition, any dividends declared by us in October, November or December of any year and payable to a stockholder of record on a specific date in any such month shall be treated as both paid by us and received by the stockholder on December 31st of such year, provided that the dividend is actually paid by us during January of the following calendar year.  Stockholders may not include in their individual income tax returns any net operating losses or capital losses by us. 

          If we choose to retain and pay tax on any net capital gain rather than distribute such gain to our stockholders, we will designate such deemed distribution in a written notice to stockholders within 60 days after the close of the taxable year.  Each stockholder would then be treated, for federal income tax income tax purposes, as if we had distributed to such stockholder, on the last day of its taxable year, the stockholder’s pro rata share of the net long-term capital gain retained by us and the stockholder had paid its pro rata share of the taxes paid by and reinvested the remainder in us.

          In general, any losses upon a sale or exchange of common stock by a stockholder who has held the stock for six months or less (after applying certain holding period rules) will be treated as long-term capital loss to the extent that distributions from us are required to be treated by the stockholder as long-term capital gains.

          As noted above, we did not qualify as a RIC in 2002.  If we fail to meet the RIC requirements for more than two consecutive years and then seek to requalify as a RIC, we would be required to recognize gain to the extent of any unrealized appreciation on our assets unless we make a special election to pay corporate-level tax on any such unrealized appreciation recognized during the succeeding 10-year period.  Absent such special election, any gain we recognized would be deemed distributed to our stockholders as a taxable distribution.

OUR OPERATION AS A BDC

          As a Business Development Company, or BDC, we are subject to regulation under the 1940 Act.  The 1940 Act contains prohibitions and restrictions relating to transactions between investment companies and their affiliates, principal underwriters and affiliates of those affiliates or underwriters.  In addition, the 1940 Act provides that we may not change the nature of our business in a way which would cause us to lose our status as a BDC or withdraw our election as a BDC, unless we are authorized by a vote of a “majority of the Company’s outstanding voting securities,” as defined under the 1940 Act.

          We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock (collectively, “senior securities,” as defined under the 1940 Act) senior to the shares of common stock if the asset coverage of the indebtedness and all senior securities is at least 200% immediately after the issuance.  Subordinated SBA debentures guaranteed by or issued to the SBA by our RIC subsidiaries are not subject to this asset coverage test.  In addition, while

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senior securities are outstanding, provisions must be made to prohibit the declaration of any dividend or other distribution to stockholders (except stock dividends) or the repurchase of securities or shares unless we meet the applicable asset coverage ratios at the time of the declaration of the dividend or distribution or repurchase after deducting such dividend, distribution or repurchase price.

          Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act (Qualifying Assets) unless, at the time the acquisition is made, certain Qualifying Assets represent at least 70% of the value of the Company’s total assets.  The principal categories of Qualifying Assets relevant to our business are the following:

          In addition, a BDCs cash items, government securities, or high quality debt securities maturing in one year or less from the time of investment must have been organized (and have its principal place of business) in the United States for the purpose of making investments in the types of securities described in (1) or (2) above.

          To count securities as Qualifying Assets for the purpose of the 70% test, a BDC must either control the issuer of the securities or must make available to the issuer of the securities significant managerial assistance; except that, where a Business Development Company purchases such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available the required managerial assistance.  We believe that the common stock of MFC and Media are Qualifying Assets.

REGULATION BY THE SBA

          MFC, MCI, and FSVC each operate as a Small Business Investment Company (SBIC).  The Small Business Investment Act of 1958 (SBIA) authorizes the organization of SBICs as vehicles for providing equity capital, long term financing, and management assistance to small business concerns.  The SBIA and the SBA regulations define a “small business concern” as a business that is independently owned and operated, which does not dominate its field of operation and which (i) has a net worth, together with any affiliates, of $18.0 million or less and average annual net income after U.S. federal income taxes for the preceding two years of $6.0 million or less (average annual net income is computed without the

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benefit of any carryover loss), or (ii) satisfies alternative criteria under SBA regulations that focus on the industry in which the business is engaged and the number of persons employed by the business or its gross revenues.  In addition, at the end of each year, at least 20% of the total amount of loans made after April 25, 1994 must be made in “smaller businesses” which have a net worth of $6.0 million or less and average net income after federal income taxes for the preceding two years of $2.0 million or less.  SBA Regulations also prohibit an SBIC from providing funds to a small business concern for certain purposes, such as relending and reinvestment.

          MFC is authorized to make loans to borrowers other than disadvantaged businesses (that is, businesses that are at least 50% owned, and controlled and managed, on a day to day basis, by a person or persons whose participation in the free enterprise system is hampered because of social or economic disadvantage) if, at the time of the loan, MFC has in its portfolio, outstanding loans to disadvantaged businesses with an aggregate cost basis equal to or exceeding the value of the unamortized repurchase discount under the preferred stock repurchase agreement between MFC and the SBA.

          Under current SBA Regulations, the maximum rate of interest that MFC may charge may not exceed the higher of (i) 19% and (ii) the sum of (a) the higher of (i) that company’s weighted average cost of qualified borrowings, as determined under SBA Regulations, or (ii) the current SBA debenture rate, plus (b) 11%, rounded to the next lower eighth of one percent. At December 31, 2002, the maximum rate of interest permitted on loans originated by the RIC Subsidiaries was 19%. At December 31, 2002, our outstanding medallion loans had a weighted average rate of interest of 7.74% and outstanding commercial loans had a weighted average rate of interest of 9.85%.  Current SBA Regulations also require that each loan originated by an SBIC have a term of between 5 years and 20 years; loans to disadvantaged businesses may be for a minimum of four years.  However, recent legislation enacted by the US Congress and signed into law by the President on December 21, 2000, Public Law 106-554, amended the SBIA to define “long term” financing as “any period of time not less than one year.”  The effect of this statutory change is to eviscerate SBA’s regulatory authority to require a minimum period of financing for a period of time longer than one year.  Given the clear intent of the law, SBA has adopted a policy implementing this change notwithstanding the fact that the conforming regulation has not been published.

          The SBA restricts the ability of SBICs to repurchase their capital stock, to retire their SBA debentures, and to lend money to their officers, directors and employees or invest in affiliates thereof.  The SBA also prohibits, without prior SBA approval, a “change of control” or transfers which would result in any person (or group of persons acting in concert) owning 10% or more of any class of capital stock of an SBIC.  A “change of control” is any event which would result in the transfer of the power, direct or indirect, to direct the management and policies of an SBIC, whether through ownership, contractual arrangements or otherwise.

          Under SBA Regulations, without prior SBA approval, loans by licensees with outstanding SBA leverage to any single small business concern may not exceed 20% of an SBICs regulatory capital, as defined, however, under the terms of the respective conversion agreements with the SBA Regulations, MFC is authorized to make loans to disadvantaged borrowers in amounts not exceeding 30% of their respective regulatory capital.

          SBICs must invest idle funds that are not being used to make loans in investments permitted under SBA Regulations.  These permitted investments include direct obligations of, or obligations guaranteed as to principal and interest by, the government of the United States with a term of 15 months or less and deposits maturing in one year or less issued by an institution insured by the FDIC.  These permitted investments must be maintained in (i) direct obligations of, or obligations guaranteed as to principal and interest by, the United States, which mature within 15 months from the date of the investment; (ii) repurchase agreements with federally insured institutions with a maturity of seven days or less if the securities underlying the repurchase agreements are direct obligations of, or obligations guaranteed as to principal and interest by, the US, and such securities must be maintained in a custodial account in a federally insured institution; (iii) certificates of deposit with a maturity of one year or less, issued by a federally insured institution; (iv) a deposit account in a federally insured institution, subject to withdrawal restriction of one year or less; (v) a checking account in a federally insured institution; or (vi) a reasonable petty cash fund.

          SBICs may purchase voting securities of small business concerns in accordance with SBA Regulations.  SBA regulations prohibit SBICs from controlling a small business concern except where necessary to protect an investment.  Although prior regulations prohibited an SBIC from controlling a small business concern except in limited circumstances, new regulations adopted by SBA on October 22, 2002 (pursuant to Public Law 106-554) now allow an SBIC to exercise control over a small business for a period of seven years from the date on which the SBIC initially acquires its control position.  This control period may be extended for an additional period of time with SBA’s prior written approval.

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          COMPETITION

          Banks, credit unions, and finance companies, some of which are SBICs, compete with the Company in originating medallion loans and commercial loans.  Finance subsidiaries of equipment manufacturers also compete with the Company in originating commercial loans.  Many of these competitors have greater resources than the Company and certain competitors are subject to less restrictive regulations than the Company.  As a result, there can be no assurance that the Company will be able to identify and complete the financing transactions that will permit it to compete successfully.  The Company’s taxicab rooftop advertising business competes with other taxicab rooftop advertisers, as well as all segments of the out-of-home advertising industry and other types of advertising media, including cable and network television, radio, newspapers, magazines, and direct mail marketing.  Many of these competitors have greater financial resources than the Company and offer several forms of advertising as well as production facilities.  There can be no assurance that the Company will continue to compete with these businesses successfully.

EMPLOYEES

          As of December 31, 2002, the Company employed 135 persons.  The Company believes that relations with all of its employees are good.

          ITEM 2. PROPERTIES

          The Company leases approximately 17,000 square feet of office space in New York City for its corporate headquarters under a lease expiring in June 2006, and leases a facility in Long Island City, New York, of approximately 6,000 square feet which is shared by corporate back-office operations and Media.  The Company also leases office space for loan origination offices in Boston, MA, Chicago, IL, Hartford, CT, Minneapolis, MN, and Somers Point, NJ.  Media leases space for sales and maintenance in New York, NY, New Orleans, LA, Boston, MA, Boca Raton, FL, San Diego, CA, Beltsville, MD, Dallas, TX, Houston, TX, and Los Angeles, CA.  The Company does not own any real property.  The Company believes that its leased properties, taken as a whole, are in good operating condition and are suitable for the Company’s current business operations.

          ITEM 3. LEGAL PROCEEDINGS

          The Company and its subsidiaries are currently involved in various legal proceedings incident to the ordinary course of its business, including collection matters with respect to certain loans.  The Company intends to vigorously defend any outstanding claims and pursue its legal rights.  In the opinion of the Company’s management and based upon the advice of legal counsel, there is no proceeding pending, or to the knowledge of management threatened, which in the event of an adverse decision would result in a material adverse effect on the Company’s results of operations or financial condition.

          The acquisition of BLL in 1997 included an earnout provision to be paid to the sellers after three years.  The Company provided a calculation of the earnout in 2001 to the sellers, which they responded to in January 2002.  The Company reached agreement with the sellers on the amount of earnout to be paid in January 2003, which provided for the payment of nominal amounts which had previously been accrued by the Company.

          ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          No matters were submitted to a vote of security holders during the 2002 fourth quarter.

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PART II

          ITEM 5. MARKET FOR THE REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

          Our common stock is quoted on the Nasdaq National Market under the symbol “TAXI.”  Our common stock commenced trading on May 23, 1996.  As of March 27, 2003, there were approximately 126 holders of record of the Company’s common stock.

          On March 27, 2003, the last reported sale price of our common stock was $3.77 per share.  The following table sets forth the range of high and low closing prices of the common stock as reported on the Nasdaq National Market for the periods indicated.  Historically, our common stock has traded at a premium to net asset value per share, and although there can be no assurance, the Company anticipates that its stock will again trade at a premium in the future.

          The following table sets forth, for the periods indicated, the range of high and low closing prices for the Company’s common stock on the Nasdaq National Market.

          We have distributed and currently intend (assuming we re-qualify as a RIC in 2003 and beyond) to continue to distribute at least 90% of our investment company taxable income to our stockholders.  Distributions of our income are generally required to be made within the calendar year the income was earned if we are to maintain RIC status; however, in certain circumstances distributions can be made up to a full calendar year after the income has been earned.  Our investment company taxable income includes, among other things, dividends and interest reduced by deductible expenses.  Our ability to make dividend payments is restricted by certain asset coverage requirements under the 1940 Act and has been dependent upon maintenance of our status as a RIC under the Code in the past.  Our ability to make dividend payments is further restricted by certain financial covenants contained in our credit agreements, which require paydowns on amounts outstanding if dividends exceed certain amounts, by SBA regulations, and under the terms of the SBA debentures.  There can be no assurances, however, that we will have sufficient earnings to pay such dividends in the future.

          We have adopted a dividend reinvestment plan pursuant to which stockholders may elect to have distributions reinvested in additional shares of common stock.  When we declare a dividend or distribution, all participants will have credited to their plan accounts the number of full and fractional shares (computed to three decimal places) that could be obtained with the cash, net of any applicable withholding taxes that would have been paid to them if they were not participants.  The number of full and fractional shares is computed at the weighted average price of all shares of common stock purchased for plan participants within the 30 days after the dividend or distribution is declared plus brokerage commissions.  The automatic reinvestment of dividends and capital gains distributions will not release plan participants of any incoming tax that may be payable on the dividend or capital gains distribution.  Stockholders may terminate their participation in the dividend reinvestment plan by providing written notice to the Plan Agent at least 10 days before any given dividend payment date.  Upon termination, we will issue to a stockholder both a certificate for the number of full shares of common stock owned and a check for any fractional shares, valued at the then current market price, less any applicable brokerage commissions and any other costs of sale.  There are no additional fees or expenses for participation in the dividend reinvestment plan.  Stockholders may obtain additional information about the dividend reinvestment plan by contacting the Plan Agent at 59 Maiden Lane, New York, NY, 10038.

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          ITEM 6. SELECTED FINANCIAL DATA

Summary Consolidated Financial Data

          You should read the consolidated financial information below with the Consolidated Financial Statements and Notes thereto for the years ended December 31, 2002, 2001, 2000, and 1999.  Financial information for the year ended December 31, 1998, has been derived from audited financial statements.  Prior year amounts have been restated to reflect the pooling of interests with FSVC.