UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
FFD Financial Corporation
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(Name of the Issuer)
FFD Financial Corporation
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(Name of Person(s) Filing Statement)
Common Shares, without par value
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(Title of Class of Securities)
30243 C 10 7
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(CUSIP Number of Class of Securities)
Trent B. Troyer
President and Chief Executive Officer
FFD Financial Corporation
321 North Wooster Avenue
Dover, Ohio 44622
(330) 364-7777
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
Copy to:
Terri Reyering Abare, Esq.
Vorys, Sater, Seymour and Pease LLP
Suite 2000, Atrium Two
221 East Fourth Street
Cincinnati, Ohio 45202
(513) 723-4000
This statement is filed in connection with (check the appropriate box):
[X] a. The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
[_] b. The filing of a registration statement under the Securities Act of 1933.
[_] c. A tender offer.
[_] d. None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [_]
Calculation of Filing Fee
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Transaction valuation* Amount of filing fee**
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$1,482,000 $174.44
[_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid:
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Form or Registration No.:
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Filing Party:
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Date Filed:
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* Calculated solely for purposes of determining the filing fee. This amount
consists of the estimated $1,482,000 of cash to be paid in lieu of issuing
fractional common shares to holders of less than one common share after
the proposed reverse stock split, assuming the acquisition of
approximately 78,000 common shares for $19.00 per share in cash.
** The amount of the filing fee is calculated, in accordance with Rule
0-11(b)(1), by multiplying the transaction valuation of $1,482,000 by
0.0001177.
TABLE OF CONTENTS
Page
Introduction...................................................................1
Item 1. Summary Term Sheet....................................................1
Item 2. Subject Company Information...........................................1
Item 3. Identity and Background of Filing Person..............................2
Item 4. Terms of the Transaction..............................................3
Item 5. Past Contacts, Transactions, Negotiations and Agreements..............3
Item 6. Purposes of the Transaction and Plans or Proposals....................4
Item 7. Purposes, Alternatives, Reasons and Effects...........................5
Item 8. Fairness of the Transaction...........................................5
Item 9. Reports, Opinions, Appraisals and Certain Negotiations................6
Item 10. Source and Amounts of Funds or Other Consideration....................6
Item 11. Interest in Securities of the Subject Company.........................7
Item 12. The Solicitation or Recommendation....................................7
Item 13. Financial Information.................................................8
Item 14. Persons/Assets, Retained, Employed, Compensated or Used...............8
Item 15. Additional Information................................................8
Item 16. Exhibits..............................................................9
Introduction
This Rule 13e-3 Transaction Statement on Schedule 13E-3 is being filed
with the Securities and Exchange Commission (the "SEC") under Section 13(e) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule
13e-3 promulgated thereunder by FFD Financial Corporation, an Ohio corporation
("FFD"). FFD is proposing that its shareholders, at a Special Meeting of the
Shareholders of FFD (the "Special Meeting"), approve and adopt amendments to
FFD's Articles of Incorporation, as amended, whereby (a) FFD would effect a
1-for-350 reverse stock split of the Common Shares (as such term is defined
below) and, in lieu of issuing fractional shares to holders of less than one
whole Common Share, shareholders holding less than 350 Common Shares immediately
prior to the reverse split will receive cash in the amount of $19.00 for each
pre-split Common Share and (b) immediately following the reverse stock split and
the conversion of all fractional shares held by shareholders holding less than
one whole Common Share after the reverse stock split into the right to receive
cash in the amount of $19.00 per pre-split share, FFD would effect a 350-for-1
forward stock split of the Common Shares remaining outstanding after the reverse
stock split. Items (a) and (b) will be considered one proposal (the "Stock
Splits").
This Schedule 13E-3 is being filed with the SEC concurrently with a
preliminary proxy statement, including exhibits, filed by FFD pursuant to Rule
14A under the Exchange Act (the "Proxy Statement").
The information contained in the Proxy Statement is hereby expressly
incorporated herein by reference and the responses to each item are qualified in
their entirety by reference to the information contained in the Proxy Statement.
As of the date hereof, the Proxy Statement is in preliminary form and is subject
to amendment and completion. This Schedule 13E-3 will be further amended to
reflect such amendment or completion of the Proxy Statement.
Item 1. Summary Term Sheet.
The information set forth in the section of the Proxy Statement entitled
"Summary Term Sheet" is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address.
The name of the subject company is FFD Financial Corporation ("FFD"). FFD
is an Ohio corporation with its principal place of business located at 321 North
Wooster Avenue, Dover, Ohio 44622. FFD's telephone number is (330) 364-7777.
(b) Securities.
The subject class of equity securities is FFD's common shares, without par
value (the "Common Shares"). There were 1,188,219 Common Shares outstanding on
May 24, 2005.
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(c) Trading Market and Price.
The information set forth in the section of the Proxy Statement entitled
"Information About FFD - Market Price and Dividend Information" is incorporated
herein by reference.
(d) Dividends.
The information set forth in the section of the Proxy Statement entitled
"Information About FFD - Market Price and Dividend Information" is incorporated
herein by reference.
(e) Prior Public Offerings.
FFD has not made any underwritten public offering of the Common Shares
during the past three years.
(f) Prior Stock Purchases.
The information set forth in the section of the Proxy Statement entitled
"Information About FFD - FFD Share Repurchase Information" is incorporated
herein by reference.
Item 3. Identity and Background of Filing Person.
(a) Name and Address.
FFD is the filing person and the subject company. FFD's address and
telephone number are provided in Item 2(a) above. FFD's executive officers and
directors are set forth below.
Executive Officers
Trent B. Troyer - President and Chief Executive Officer
Robert R. Gerber - Vice President, Treasurer and Chief Financial Officer
Scott C. Finnell - Executive Vice President
Sally K. O'Donnell - Senior Vice President and Secretary
Board of Directors
Richard A. Brinkman, Jr. Enos L. Loader
Stephen G. Clinton Robert D. Sensel
Leonard L. Gundy
The address of each executive officer and director of FFD is c/o FFD
Financial Corporation, 321 North Wooster Avenue, Dover, Ohio 44622.
(b) Business and Background of Entities.
Not applicable.
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(c) Business and Background of Natural Persons.
The information set forth in the section of the Proxy Statement entitled
"Information About FFD - Management of FFD" is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) Material Terms.
The information set forth in the sections of the Proxy Statement entitled
"Special Factors - Purpose of and Reasons for the Stock Splits," "Special
Factors - Effects of the Stock Splits," "Stock Splits Proposal - Summary and
Structure," "Stock Splits Proposal - Material Federal Income Tax Consequences,"
"Financial Information" and "Meeting and Voting Information - Quorum and
Required Vote" is incorporated herein by reference.
(c) Different Terms.
The information set forth in the sections of the Proxy Statement entitled
"Stock Splits Proposal - Summary and Structure," "Special Factors - Effects of
the Stock Splits" and "Information About FFD - Interest of Certain Persons in
Matters to be Acted Upon" is incorporated herein by reference.
(d) Appraisal Rights.
The information set forth in the section of the Proxy Statement entitled
"Stock Splits Proposal - Unavailability of Appraisal or Dissenters' Rights" is
incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders.
The information set forth in the Section of the Proxy Statement entitled
"Fairness of the Stock Splits" is incorporated by reference.
(f) Eligibility for Listing or Trading.
The information set forth in the section of the Proxy Statement entitled
"Special Factors - Effects of the Stock Splits" is incorporated herein by
reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) Transactions.
The information set forth in the Section of the Proxy Statement entitled
"Information About FFD - Certain Transactions" is incorporated by reference.
(b) Significant Corporate Events.
None.
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(c) Negotiations or Contacts.
None.
(e) Agreements Involving the Subject Company's Securities.
None.
Item 6. Purposes of the Transaction and Plans or Proposals.
(b) Use of Securities Acquired.
The Common Shares acquired in connection with the Stock Splits will be
held in FFD's treasury.
(c) Plans.
(1) None.
(2) None.
(3) None.
(4) None.
(5) None.
(6) The information set forth in the sections of the Proxy
Statement entitled "Special Factors - Purpose of and Reasons
for the Stock Splits" and "Special Factors - Effects of the
Stock Splits" is incorporated herein by reference.
(7) The information set forth in the sections of the Proxy
Statement entitled "Special Factors - Purpose of and Reasons
for the Stock Splits" and "Special Factors - Effects of the
Stock Splits" is incorporated herein by reference.
(8) The information set forth in the sections of the Proxy
Statement entitled "Special Factors - Purpose of and Reasons
for the Stock Splits" and "Special Factors - Effects of the
Stock Splits" is incorporated herein by reference.
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Item 7. Purposes, Alternatives, Reasons and Effects.
(a) Purposes.
The information set forth in the sections of the Proxy Statement entitled
"Special Factors - Purpose of and Reasons for the Stock Splits" and "Stock
Splits Proposal - Background of the Stock Splits" is incorporated herein by
reference.
(b) Alternatives.
The information set forth in the section of the Proxy Statement entitled
"Special Factors - Alternatives to the Stock Splits" is incorporated herein by
reference.
(c) Reasons.
The information set forth in the sections of the Proxy Statement entitled
"Special Factors - Purpose of and Reasons for the Stock Splits" and "Stock
Splits Proposal - Background of the Stock Splits" is incorporated herein by
reference.
(d) Effects.
The information set forth in the sections of the Proxy Statement entitled
"Special Factors - Effects of the Stock Splits," "Special Factors - Fairness of
the Stock Splits," "Special Factors - Disadvantages of the Stock Splits," "Stock
Splits Proposal - Material Federal Income Tax Consequences" and "Financial
Information" is incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a) Fairness.
The information set forth in the sections of the Proxy Statement entitled
"Special Factors - Fairness of the Stock Splits," "Opinion of Keller & Company"
and "Stock Splits Proposal - Recommendation of the Board" is incorporated herein
by reference.
(b) Factors Considered in Determining Fairness.
The information set forth in the sections of the Proxy Statement entitled
"Special Factors - Fairness of the Stock Splits," "Opinion of Keller & Company"
"Stock Splits Proposal - Recommendation of the Board," is incorporated herein by
reference.
(c) Approval of Security Holders.
The information set forth in the section of the Proxy Statement entitled
"Special Factors -Fairness of the Stock Splits" is incorporated herein by
reference.
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(d) Unaffiliated Representative.
The information set forth in the section of the Proxy Statement entitled
"Special Factors - Fairness of the Stock Splits" is incorporated herein by
reference.
(e) Approval of Directors.
The information set forth in the sections of the Proxy Statement entitled
"Stock Splits Proposal - Recommendation of the Board" and "Special Factors -
Fairness of the Stock Splits" is incorporated herein by reference.
(f) Other Offers.
None.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a) Report, Opinion or Appraisal.
The information set forth in the sections of the Proxy Statement entitled
"Summary Term Sheet - Fairness of the Stock Splits," "Stock Splits Proposal -
Background of the Stock Splits," "Special Factors - Fairness of the Stock
Splits" and "Opinion of Keller & Company" is incorporated herein by reference.
(b) Preparer and Summary of the Report, Opinion or Appraisal.
The information set forth in the sections of the Proxy Statement entitled
"Summary Term Sheet - Fairness of the Stock Splits," "Opinion of Keller &
Company" and "Stock Splits Proposal - Background of the Stock Splits" is
incorporated herein by reference.
(c) Availability of Documents.
The full text of the fairness opinion of Keller & Company, Inc. dated May
10, 2005, attached to the Proxy Statement as Exhibit A, is incorporated herein
by reference. The fairness opinion is also available for inspection and copying
at FFD's principal executive offices located at 321 North Wooster Avenue, Dover,
Ohio 44622 during FFD's regular business hours by any interested shareholder of
FFD or representative of such holder who has been so designated in writing.
Item 10. Source and Amounts of Funds or Other Consideration.
(a) Source of Funds.
The information set forth in the section of the Proxy Statement entitled
"Meeting and Voting Information - Solicitation and Costs" is incorporated herein
by reference.
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(b) Conditions.
Not applicable.
(c) Expenses.
The information set forth in the section of the Proxy Statement entitled
"Meeting and Voting Information - Solicitation and Costs" is incorporated herein
by reference.
(d) Borrowed Funds.
Not applicable.
Item 11. Interest in Securities of the Subject Company.
(a) Securities Ownership.
The information set forth in the section of the Proxy Statement entitled
"Information About FFD - Interest of Certain Persons in Matters to be Acted
Upon" is incorporated herein by reference.
(b) Securities Transactions.
The information set forth in the section of the Proxy Statement entitled
"Information About FFD - Interest of Certain Persons in Matters to be Acted
Upon" is incorporated herein by reference.
Item 12. The Solicitation or Recommendation.
(d) Intent to Tender or Vote in a Going Private Transaction.
The information set forth in the sections of the Proxy Statement entitled
"Stock Splits Proposal - Recommendation of the Board," "Special Factors -
Fairness of the Stock Splits" and "Meeting and Voting Information - Quorum and
Required Vote" is incorporated herein by reference.
(e) Recommendations of Others.
The information set forth in the sections of the Proxy Statement entitled
"Stock Splits Proposal - Recommendation of the Board" and "Special Factors -
Fairness of the Stock Splits" is incorporated herein by reference.
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Item 13. Financial Information.
(a) Financial Information.
(1) The audited financial statements contained in FFD's Annual
Report on Form 10-KSB for the fiscal year ended June 30, 2004,
are incorporated herein by reference. The information and
financial statements set forth in the section of the Proxy
Statement entitled "Financial Information" is incorporated by
reference.
(2) The financial statements contained in FFD's Quarterly Report
on Form 10-QSB for the quarter ended March 31, 2005, are
incorporated herein by reference. The information and
financial statements set forth in the section of the Proxy
Statement entitled "Financial Information" is incorporated by
reference.
(3) Not applicable.
(4) The information set forth in the section of the Proxy
Statement entitled "Financial Information" is incorporated
herein by reference.
(b) Pro Forma Information.
The information set forth in the section of the Proxy Statement entitled
"Financial Information - Pro Forma Financial Information" is incorporated herein
by reference.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(a) Solicitations or Recommendations.
The information set forth in the section of the Proxy Statement entitled
"Meeting and Voting Information - Solicitation and Costs" is incorporated herein
by reference.
(b) Employees and Corporate Assets.
The information set forth in the section of the Proxy Statement entitled
"Meeting and Voting Information - Solicitation and Costs" is incorporated herein
by reference.
Item 15. Additional Information.
All of the information set forth in the Proxy Statement and each Exhibit
attached thereto is incorporated herein by reference.
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Item 16. Exhibits.
(a) (i) Preliminary Proxy Statement and Form of Proxy for the
Special Meeting of Shareholders of FFD Financial Corporation*
(ii) Form of Reverse Stock Split Amendment to the Articles of
Incorporation, as amended, of FFD Financial Corporation*
(iii) Form of Forward Stock Split Amendment to the Articles of
Incorporation, as amended, of FFD Financial Corporation*
(b) Not applicable.
(c) Fairness Opinion of Keller & Company, Inc.*
(d) Not applicable.
(f) Not applicable.
(g) Not applicable.
* Incorporated by reference to FFD's preliminary Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on
May 24, 2005.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: May 24, 2005
FFD FINANCIAL CORPORATION
By: /s/ Trent B. Troyer
----------------------------------------
Name: Trent B. Troyer
Title: President and Chief Executive Officer
10
EXHIBIT INDEX
Exhibit
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(a)(i) Preliminary Proxy Statement and Form of Proxy for the Special Meeting
of Shareholders of FFD Financial Corporation*
(a)(ii) Form of Reverse Stock Split Amendment to the Articles of Incorporation,
as amended, of FFD Financial Corporation*
(a)(iii) Form of Forward Stock Split Amendment to the Articles of Incorporation,
as amended, of FFD Financial Corporation*
(c) Fairness Opinion of Keller & Company, Inc.*
* Incorporated by reference to FFD's preliminary Proxy Statement on Schedule
14A filed with the Securities and Exchange Commission on May 24, 2005.
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