================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- Amendment No. 1 to FORM 10-K (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number ________________ FIRST DEFIANCE FINANCIAL CORP. (Exact name of registrant as specified in its charter) OHIO 34-1803915 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 601 Clinton Street, Defiance, Ohio 43512 (Address of principal executive offices) (Zip code) Registrants telephone number, including area code: (419) 782-5015 Securities registered pursuant to Section 12(b) of the Act: (None) Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $0.01 Per Share (Title of class) 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. Yes [ X ] No [ ] 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 Registrants 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. [ X ] As of March 26, 1998, there were issued and outstanding 8,123,171 shares of the Registrants common stock. The aggregate market value of the voting stock held by non-affiliates of the Registrant computed by reference to the average bid and ask price of such stock as of March 26, 1998 was approximately $126.7 million. ----------------- Documents Incorporated by References List hereunder the following documents incorporated by reference and the Part of the Form 10-K into which the document is incorporated. (1) Portions of the Registrant's Annual Report to Stockholders for the fiscal year ended December 31, 1997 are incorporated into Part II, Items 5-8 of this Form 10-K. (2) Portions of the Registrant's definitive proxy statement for its 1998 Annual Meeting of Stockholders are incorporated into Part III, Items 10-13 of this Form 10-K. SIGNATURES Pursuant to the requirements of Sections 13 or 15(d) 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. March 27, 1998 By: /s/ Don C. Van Brackel ---------------------- Don C. Van Brackel Chairman, President, CEO Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 27, 1998. Signature Title --------- ----- /s/ Don C. Van Brackel Chairman of the Board, President - ---------------------- and CEO Don C. Van Brackel /s/ John C. Wahl Senior Vice President and CFO - ---------------- John C. Wahl /s/ Edwin S. Charles Director, Vice Chairman - -------------------- Edwin S. Charles /s/ Stephen L. Boomer Director - --------------------- Stephen L. Boomer /s/ Dr. Douglas A. Burgei Director - ------------------------- Dr. Douglas A. Burgei /s/ Dr. John U. Fauster, III Director - ---------------------------- Dr. John U. Fauster, III /s/ Dr. Marvin J. Ludwig Director - ------------------------ Dr. Marvin J. Ludwig /s/ Gerald W. Monnin Director - -------------------- Gerald W. Monnin /s/ Thomas A. Voigt Director - ------------------- Thomas A. Voigt /s/ James M. Zachrich Director - --------------------- James M. Zachrich