SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 1, 1998
First Defiance Financial Corp.
(Exact name of registrant as specified in its charter)
Ohio 0-26850 34-1803915
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(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
601 Clinton Street, Defiance, Ohio 43512
(Address of principal executive offices)
Registrant's telephone number, including area code: 419-782-5015.
FORM 8-K/A
Item 2. Acquisition or Disposition of Assets.
On July 1, 1998 First Defiance Financial Corp. ("First
Defiance") completed the acquisition of The Leader Mortgage Company ("Leader"),
a privately held, Cleveland, Ohio-based mortgage banking company. First Defiance
paid $33 million in cash to the Leader shareholders at the closing and will pay
an additional $2 million upon the resolution of certain contingencies within a
two-year period and will pay up to an additional $4.5 million in retention and
non-compete payments to certain key employees. The source of funds for the
acquisition was operating capital.
Leader is operating as a subsidiary of First Defiance's wholly
owned subsidiary, First Federal Savings and Loan ("First Federal"), Defiance,
Ohio. Leader maintains its Cleveland headquarters and continues to operate under
The Leader Mortgage Company name.
As of June 30, 1998, Leader had a total servicing portfolio of
approximately 81,000 loans and $4.7 billion.
The completion of the acquisition was previously reported by
First Defiance on a Form 8-K filed July 16, 1998.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
(1) The following financial statements of The Leader
Mortgage Company are filed as exhibits to this Form 8-K:
Balance Sheet as of June 30, 1998
Statement of Operations for the Nine Month Period Ended June
30, 1998
Statement of Changes in Stockholders' Equity for the Nine
Month Period Ended June 30, 1998
Statement of Cash Flows for the Nine Month Period Ended June
30, 1998
Notes to the Financial Statements
Balance Sheet as of September 30, 1997
Statement of Income for the Year Ended September 30, 1997
Statement of Changes in Stockholders' Equity for the Year
Ended September 30, 1997
Statement of Cash Flows for the Year Ended September 30, 1997
Notes to the Financial Statements
(b) Pro Forma Financial Information.
(1) The following pro forma financial information is
filed as an exhibit to this Form 8-K:
Unaudited Proforma Condensed Consolidated Balance Sheet at
June 30, 1998
Notes to the Unaudited Proforma Condensed Consolidated Balance
Sheet at June 30, 1998
Unaudited Proforma Condensed Consolidated Statement of Income
for the Six Months Ended June 30, 1998
Unaudited Proforma Condensed Consolidated Statement of Income
for the Year Ended December 31, 1997
Notes to the Unaudited Proforma Condensed Consolidated
Statements of Income for the Six Months Ended June 30, 1998
and the Year Ended December 31, 1997
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 hereto duly authorized.
Date: September 14, 1998 FIRST DEFIANCE FINANCIAL CORP.
By:/s/ John C. Wahl
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John C. Wahl
Senior Vice President,
Chief Financial Officer
EXHIBITS
Exhibit
Number Description
2 Agreement and Plan of Reorganization, dated April 10, 1998, by and
among First Defiance Financial Corp., First Federal Savings and Loan
Association and The Leader Mortgage Company
Previously filed as Exhibit (2) to the Form 8-K filed by the Registrant
on July 16, 1998
23.1 Consent of Ernst & Young LLP
23.2 Consent of Deloitte & Touche LLP
99.1 Financial Statements of The Leader Mortgage Company as of and for the
Nine Months Ended June 30, 1998
99.2 Financial Statements of The Leader Mortgage Company as of and for the
Year Ended September 30, 1997
99.3 First Defiance Financial Corp. and The Leader Mortgage Company:
Unaudited Proforma Condensed Consolidated Balance Sheet at June 30,
1998
Notes to the Unaudited Proforma Condensed Consolidated Balance Sheet at
June 30, 1998
Unaudited Proforma Condensed Consolidated Statement of Income for the
Six Months Ended June 30, 1998
Unaudited Proforma Condensed Consolidated Statement of Income for the
Year Ended December 31, 1997
Notes to the Unaudited Proforma Condensed Consolidated Statements of
Income for the Six Months Ended June 30, 1998 and the Year Ended
December 31, 1997