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)
(Amendment No. 4)
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):
[_] 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.
[X] 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: [_]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [X]
Calculation of Filing Fee
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Transaction valuation* Amount of filing fee**
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$1,482,000 $174.44
[X] 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: $174.44
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Form or Registration No.: Schedule 13E-3 (File No. 005-48609)
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Filing Party: FFD Financial Corporation
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Date Filed: May 24, 2005
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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 15. Additional Information.............................................1
Item 16. Exhibits...........................................................1
Introduction
This Amendment No. 4 to Rule 13e-3 Transaction Statement on Schedule 13E-3
(this "Amendment No. 3") amends the Schedule 13E-3 filed with the Securities and
Exchange Commission (the "SEC") on May 24, 2005, by FFD Financial Corporation,
an Ohio corporation ("FFD"), as amended by the Amendment No. 1 to Schedule 13E-3
filed by FFD on July 14, 2005, the Amendment No. 2 to Schedule 13E-3 filed by
FFD on August 2, 2005 and the Amendment No. 3 to Schedule 13E-3 filed by FFD on
August 12, 2005. This Amendment No. 3 is being filed pursuant to Section 13(e)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule
13e-3 promulgated thereunder. FFD has proposed that its shareholders, at a
Special Meeting of the shareholders of FFD to be held on September 20, 2005 (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) were presented as one proposal (the "Stock
Splits").
This Amendment No. 4 to Schedule 13E-3 is being filed as a final amendment
to report that FFD's Board of Directors has determined that the proposed Stock
Splits are not in the best interests of FFD and its shareholders due to
substantially increased costs to complete the Stock Splits and the Stock Splits
have been withdrawn from the agenda of the Special Meeting. FFD issued a press
release on September 15, 2005 announcing its decision to abandon the Stock
Splits.
Item 15. Additional Information.
(b) Other Material Information.
On September 15, 2005, FFD issued a press release announcing that its
Board of Directors has decided to abandon the proposed Stock Splits and that the
Stock Splits have been withdrawn from the agenda of the Special Meeting.
Item 16. Exhibits.
(a) (i) Press Release of FFD Financial Corporation dated September 15,
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: September 15, 2005
FFD FINANCIAL CORPORATION
By: /s/ Trent B. Troyer
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Name: Trent B. Troyer
Title: President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
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(a)(i) Press Release of FFD Financial Corporation dated September 15, 2005
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Exhibit (a)(i)
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September 15, 2005
FOR IMMEDIATE RELEASE:
CONTACT:
Trent Troyer, President
FFD Financial Corporation
321 North Wooster Avenue
Dover, Ohio 44622-0038
(330) 364-7777
FFD Financial Corporation to Abandon Going Private Transaction
DOVER, OHIO - FFD Financial Corporation, parent company of First Federal
Community Bank, announced today that its Board of Directors has decided to
abandon the proposed 1-for-350 reverse stock split and subsequent 350-for-1
forward stock split and withdraw them from the agenda of the Special Meeting of
Shareholders of FFD scheduled for September 20, 2005.
FFD first announced on May 24, 2005, that it would seek shareholder approval of
the stock splits, which would result in a "going private transaction." The
purpose of the stock splits was to reduce the number of FFD's shareholders to
below 300 so it could terminate the registration of its common shares with the
Securities and Exchange Commission and eliminate the costs and burdens of
complying with the Sarbanes-Oxley Act of 2002 and other federal securities laws
applicable to public reporting companies.
In the stock splits, shareholders holding less than 350 shares would have been
cashed out and would no longer be shareholders of FFD, and shareholders holding
350 or more shares would have remained shareholders holding the same number of
shares after the stock splits as they did before. The Board set $19.00 as the
fair price at which holders of less than 350 shares would have been cashed out.
In connection with the stock splits, and as set forth in the proxy statement for
the special meeting of shareholders, FFD reserved the right to abandon the stock
splits if the costs of implementing the splits substantially increased or the
splits were otherwise no longer in the best interests of FFD and its
shareholders.
In recent weeks, large numbers of individuals have purchased lots of FFD shares
in quantities less than 350. The dramatic increase in the number of shareholders
holding less than 350 shares who would be cashed out in the transaction have
substantially increased the costs of the stock splits, from an estimated $1.5
million to an estimated $4.5 million. Due to the substantially increased cost of
effecting the stock splits, the Board has decided to withdraw the splits from
the agenda of the Special Meeting. The Board concluded, in its fiduciary
capacity, that the expenditure of approximately $4.5 million to complete the
stock splits would not be prudent. Trent B. Troyer, the President and Chief
Executive Officer of the Company commented that, "Apparent attempts to arbitrage
the premium being paid to shareholders being cashed out in the stock splits
dramatically increased the capital costs of the stock splits beyond a figure the
Board believes it is reasonable to spend. The increased capital that would be
required to complete the stock splits and its impact on the Company's financial
condition are not in the best interests of the Company or its shareholders."
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FFD Financial Corporation is traded on the NASDAQ SmallCap Market under the
symbol FFDF. First Federal Community Bank has full service offices in downtown
Dover, downtown New Philadelphia and on the Boulevard in Dover, and has loan
production offices in Coshocton and Sugarcreek. The Corporation maintains an
interactive web site at www.onlinefirstfed.com.
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This release contains certain forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. FFD intends
these forward-looking statements to be subject to the safe harbor created by
that provision. These forward-looking statements involve risks and uncertainties
and include, but are not limited to, statements regarding future events and our
plans, goals and objectives. Our actual results may differ materially from these
statements. Although we believe the assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove to be inaccurate.
Therefore, we can give no assurances that the results contemplated in these
forward-looking statements will be realized. The inclusion of this
forward-looking information should not be regarded as a representation by FFD or
by any person that the future events, plans or expectations contemplated by FFD
will be achieved. Furthermore, past performance in operations and share price is
not necessarily predictive of future performance.
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