UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 18, 2006
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FFD Financial Corporation
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(Exact name of registrant as specified in its charter)
Ohio 0-27916 34-1921148
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
321 North Wooster Avenue, Dover, Ohio 44622
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (330) 364-7777
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(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 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
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On October 18, 2006, FFD Financial Corporation (the "Company") entered into a
Stock Purchase Agreement with Ancora Advisors, LLC, Merlin Partners, L.P., ELI
Investment Partners, L.P., Ancora Capital, Inc., Ancora Securities, Inc., CNM
Management, LLC, Umberto Fedeli, Carmen Ilacqua, Fred DiSanto and Richard
Barone (collectively, the "Ancora Group"), pursuant to which the Company
purchased 107,038 common shares, no par value, of the Company from the Ancora
Group at a purchase price of $17.50 per share. The Stock Purchase Agreement
also contained covenants by the Ancora Group to refrain, for a period of ten
years, from taking certain actions with respect to the Company, including, but
not limited to, (i) acquiring, directly or indirectly any of the Company's
assets, businesses, properties, or stock, (ii) participating in the
solicitation of proxies to vote the Company's shares, (iii) initiating or
inducing another to initiate any shareholder proposal, (iv) seeking or
encouraging the election or removal of any member of the Company's board of
directors, (v) calling or seeking to call any meeting of the Company's
shareholders, and (vi) seeking to control or influence the Company's
management, board of directors, policies or affairs. The foregoing description
is qualified in its entirety by reference to the Stock Purchase Agreement,
which is attached as Exhibit 10 hereto and incorporated herein by reference.
On October 20, 2006, the Company issued a press release regarding the purchase
of 107,038 common shares from the Ancora Group. The press release is attached
as Exhibit 99 hereto.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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(a)--(c). Not applicable.
(d). Exhibits.
Exhibit Number Description
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10 Stock Purchase Agreement dated October 18, 2006
99 Press Release of FFD Financial Corporation dated
October 20, 2006
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 hereunto duly authorized.
FFD FINANCIAL CORPORATION
By: /s/ Robert R. Gerber
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Robert R. Gerber
Vice President and Chief Financial Officer
Date: October 20, 2006