0001145443-16-001534.txt : 20160216 0001145443-16-001534.hdr.sgml : 20160215 20160216151621 ACCESSION NUMBER: 0001145443-16-001534 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 GROUP MEMBERS: MAML GROUP MEMBERS: MAMNA GROUP MEMBERS: MAMUS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST DEFIANCE FINANCIAL CORP CENTRAL INDEX KEY: 0000946647 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 341803915 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47929 FILM NUMBER: 161427139 BUSINESS ADDRESS: STREET 1: 601 CLINTON ST CITY: DEFIANCE STATE: OH ZIP: 43512 BUSINESS PHONE: 4107825015 MAIL ADDRESS: STREET 1: 601 CLINTON ST CITY: DEFIANCE STATE: OH ZIP: 43512 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MANULIFE FINANCIAL CORP CENTRAL INDEX KEY: 0001086888 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 889897526 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 BLOOR ST EAST, NT-10 CITY: TORONTO STATE: A6 ZIP: M4W1E5 BUSINESS PHONE: 416-926-3000 MAIL ADDRESS: STREET 1: 200 BLOOR ST EAST, NT-10 CITY: TORONTO STATE: A6 ZIP: M4W1E5 SC 13G/A 1 firstdefiance_sc13ga.htm AMENDMENT TO SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G


Under the Securities Exchange Act of 1934
(Amendment No. 2)*

First Defiance Financial Corp
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
32006W106
(CUSIP Number)
 
December 31, 2015
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

          X   Rule 13d-1(b)
 

Rule 13d-1(c)

 

Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 9


  CUSIP No.      32006W106  

1

NAME OF REPORTING PERSON

Manulife Financial Corporation
                
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

☐

                

(b)

☐

N/A
 
3 SEC USE ONLY
 
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada
  
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 5 SOLE VOTING POWER
                
-0-
 
6 SHARED VOTING POWER
  
-0-
 
7 SOLE DISPOSITIVE POWER
 
-0-
 
8 SHARED DISPOSITIVE POWER
 
-0-
 
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
None, except through its indirect, wholly-owned subsidiaries, Manulife Asset Management (US) LLC, Manulife Asset Management (North America) Limited and Manulife Asset Management Limited
 
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
See line 9 above.
 
12 TYPE OF REPORTING PERSON*
 
HC
 

*SEE INSTRUCTIONS


Page 2 of 9


  CUSIP No.      32006W106  

1

NAME OF REPORTING PERSON

Manulife Asset Management (US) LLC

                
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

☐

                

(b)

☐

N/A
 
3 SEC USE ONLY
 
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

  
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 5 SOLE VOTING POWER
                
336,378
 
6 SHARED VOTING POWER
  
-0-
 
7 SOLE DISPOSITIVE POWER
 
336,378
 
8 SHARED DISPOSITIVE POWER
 
-0-
 
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
336,378
 
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
3.67%
 
12 TYPE OF REPORTING PERSON*
 
IA
 

*SEE INSTRUCTIONS


Page 3 of 9


  CUSIP No.      32006W106  

1

NAME OF REPORTING PERSON

Manulife Asset Management (North America) Limited

                
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

☐

                

(b)

☐

N/A
 
3 SEC USE ONLY
 
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada
  
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 5 SOLE VOTING POWER
                
2,588
 
6 SHARED VOTING POWER
  
-0-
 
7 SOLE DISPOSITIVE POWER
 
2,588
 
8 SHARED DISPOSITIVE POWER
 
-0-
 
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
2,588
 
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.03%
 
12 TYPE OF REPORTING PERSON*
 
IA
 

*SEE INSTRUCTIONS


Page 4 of 9


  CUSIP No.      32006W106  

1

NAME OF REPORTING PERSON

Manulife Asset Management Limited

                
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

☐

                

(b)

☐

N/A
 
3 SEC USE ONLY
 
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Ontario

  
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 5 SOLE VOTING POWER
                
4,234
 
6 SHARED VOTING POWER
  
-0-
 
7 SOLE DISPOSITIVE POWER
 
4,234
 
8 SHARED DISPOSITIVE POWER
 
-0-
 
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  

4,234
 

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.05%
 
12 TYPE OF REPORTING PERSON*
 
FI
 

*SEE INSTRUCTIONS


Page 5 of 9


Item 1(a)       Name of Issuer:
First Defiance Financial Corp
 
Item 1(b) Address of Issuer's Principal Executive Offices:
601 Clinton Street
Defiance, Ohio 43512
 
Item 2(a) Name of Person Filing:
This filing is made on behalf of Manulife Financial Corporation ("MFC") and MFC’s indirect, wholly-owned subsidiaries, Manulife Asset Management (US) LLC ("MAM (US)"), Manulife Asset Management (North America) Limited ("MAM (NA)") and Manulife Asset Management Limited ("MAML”).
 
Item 2(b) Address of Principal Business Office:
The principal business offices of MFC, MAM (NA) and MAML are located at 200 Bloor Street East, Toronto, Ontario, Canada, M4W 1E5.
The principal business office of MAM (US) is located at 197 Clarendon Street, Boston, Massachusetts 02116.
 
Item 2(c) Citizenship:
MFC and MAM (NA) are organized and exist under the laws of Canada.
MAM (US) is organized and exists under the laws of the State of Delaware.
MAML is organized and exist under the laws of Ontario.
 
Item 2(d) Title of Class of Securities:
Common Stock
 
Item 2(e) CUSIP Number:
32006W106
 
Item 3 If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
MFC: (g) (X)         a parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
 
MAM (US): (e) (X) an investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
 
MAM (NA): (e) (X) an investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
 
MAML: (j) (X) a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

Page 6 of 9


Item 4          Ownership:
 
(a) Amount Beneficially Owned: MAM (US) has beneficial ownership of 336,378 shares of Common Stock, MAM (NA) has beneficial ownership of 2,588 shares of Common Stock and MAML has beneficial ownership of 4,234 shares of Common Stock. Through its parent-subsidiary relationship to MAM (US), MAM (NA) and MAML, MFC may be deemed to have beneficial ownership of these same shares.
 
(b) Percent of Class: Of the 9,172,657 shares of Common Stock outstanding as of October 30, 2015, according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on November 6, 2015, MAM (US) held 3.67%, MAM (NA) held 0.03% and MAML held 0.05%.
 
(c) Number of shares as to which the person has:
 
     (i)          sole power to vote or to direct the vote:
MAM (US), MAM (NA) and MAML each has sole power to vote or to direct the voting of the shares of Common Stock beneficially owned by each of them.
 
       (ii) shared power to vote or to direct the vote: -0-
 
     (iii) sole power to dispose or to direct the disposition of:
MAM (US), MAM (NA) and MAML each has sole power to dispose or to direct the disposition of the shares of Common Stock beneficially owned by each of them.
 
     (iv) shared power to dispose or to direct the disposition of: -0-
 
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
 
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.
 
Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
See Items 3 and 4 above.
 
Item 8 Identification and Classification of Members of the Group:
Not applicable.
 
Item 9 Notice of Dissolution of Group:
Not applicable.
 
Item 10 Certification:
By signing below the undersigned certifies that, to the best of its knowledge and belief, (i) the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, and (ii) the foreign regulatory schemes applicable to MAML, are substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institutions. The undersigned also undertakes to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

Page 7 of 9


SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Manulife Financial Corporation
 
  By: /s/ Graham A. Miller
  Name:      Graham A. Miller
Dated: February 8, 2016 Title: Agent*
 
  Manulife Asset Management (US) LLC
 
  By: /s/ Paul Donahue
  Name: Paul Donahue
Dated: February 8, 2016 Title: Chief Compliance Officer
 
  Manulife Asset Management (North America) Limited
 
  By: /s/ Joshua Margolian
  Name: Joshua Margolian
Dated: February 8, 2016 Title: Assistant Secretary
 
  Manulife Asset Management Limited
 
  By: /s/ Joshua Margolian
  Name: Joshua Margolian
Dated: February 8, 2016 Title: Assistant Secretary

* Signed pursuant to a Power of Attorney dated June 10, 2014 included as Exhibit A to Schedule 13F- NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on August 27, 2014.

Page 8 of 9


EXHIBIT A

JOINT FILING AGREEMENT

Manulife Financial Corporation, Manulife Asset Management (US) LLC, Manulife Asset Management (North America) Limited and Manulife Asset Management Limited agree that the Schedule 13G (Amendment No. 2) to which this Agreement is attached, relating to the Common Stock of First Defiance Financial Corp, is filed on behalf of each of them.

Manulife Financial Corporation
 
  By: /s/ Graham A. Miller
  Name:      Graham A. Miller
Dated: February 8, 2016 Title: Agent*
 
  Manulife Asset Management (US) LLC
 
  By: /s/ Paul Donahue
  Name: Paul Donahue
Dated: February 8, 2016 Title: Chief Compliance Officer
 
  Manulife Asset Management (North America) Limited
 
  By: /s/ Joshua Margolian
  Name: Joshua Margolian
Dated: February 8, 2016 Title: Assistant Secretary
 
  Manulife Asset Management Limited
 
  By: /s/ Joshua Margolian
  Name: Joshua Margolian
Dated: February 8, 2016 Title: Assistant Secretary

* Signed pursuant to a Power of Attorney dated June 10, 2014 included as Exhibit A to Schedule 13F- NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on August 27, 2014.

Page 9 of 9