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):February 18, 2014
FIRST DEFIANCE FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
| OHIO | 0-26850 | 34-1803915 |
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer I.D. No.) |
601 Clinton Street, Defiance, Ohio 43512
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:(419) 782-5015
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 (see General Instruction A.2. below):
| ¨ | 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)) |
Section 7 – Regulation FD
| Item 7.01 | Regulation FD Disclosure. |
On February 18, 2014, First Federal Bank of the Midwest (the “Bank”), the wholly owned subsidiary of First Defiance Financial Corp., announced the signing of a definitive agreement to acquire Columbus, Ohio-based First Community Bank (“FCB”). Under the merger agreement, the Bank will acquire FCB in a cash transaction in which FCB will merge with and into the Bank.
Under the terms of the merger agreement, the Bank will pay $12.9 million in cash for all outstanding shares of FCB, subject to certain adjustment factors. The transaction has been unanimously approved by the board of directors of both parties. The transaction is expected to be completed by the end of the third quarter 2014, subject to regulatory approvals and other customary closing conditions.
The press release announcing the acquisition is filed herewith as Exhibit 99.1.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
|
99.1
| Press Release dated as of February 18, 2014.
|
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 thereunto duly authorized.
| FIRST DEFIANCE FINANCIAL CORP. | |||
| By: | /s/ Kevin T. Thompson | ||
| Kevin T. Thompson | |||
| Chief Financial Officer | |||
Date: February 18, 2014