-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HJ9vBhd7mD2Tk4HJLntKiQtL83Yc6pfsZbsLIq4VU0oxBM2ingLEbk1A0PKmnEWf MthaBqcH/hHs0vreYoVO3A== 0000914317-05-001923.txt : 20050524 0000914317-05-001923.hdr.sgml : 20050524 20050524160856 ACCESSION NUMBER: 0000914317-05-001923 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050524 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050524 DATE AS OF CHANGE: 20050524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FFD FINANCIAL CORP/OH CENTRAL INDEX KEY: 0001006177 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 341921148 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27916 FILM NUMBER: 05854495 BUSINESS ADDRESS: STREET 1: 321 NORTH WOOSTER STREET CITY: DOVER STATE: OH ZIP: 44622 BUSINESS PHONE: 3303647777 MAIL ADDRESS: STREET 1: 321 NORTH WOOSTER AVE STREET 2: P.O. BOX 38 CITY: DOVER STATE: OH ZIP: 44622 FORMER COMPANY: FORMER CONFORMED NAME: FIRSTFED FINANCIAL CORP /OH/ DATE OF NAME CHANGE: 19960123 8-K 1 form8k-69053_ffd.txt 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): May 24, 2005 ------------ FFD Financial Corporation ---------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 0-27916 34-1921148 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 321 North Wooster Avenue, Dover, Ohio 44622 ----------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (330) 364-7777 -------------- ----------------------------------------------------------- (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 8 - Other Events Item 8.01 Other Events. - --------- ------------ On May 24, 2005, FFD Financial Corporation issued a press release announcing plans to undertake a "going private transaction" to terminate the registration of its common shares under the Securities Exchange Act of 1934. The press release is attached as Exhibit 99 hereto and is incorporated herein by reference. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (a) and (b). Not applicable. (c) Exhibits. See Index to Exhibits. 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/ Trent B. Troyer --------------------------------------- Trent B. Troyer President and Chief Executive Officer Date: May 24, 2005 INDEX TO EXHIBITS ----------------- Exhibit Number Description - -------------- ----------- 99 Press Release of FFD Financial Corporation dated May 24, 2005 EX-99 2 ex99.txt EXHIBIT 99 ---------- May 24, 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 go private, deregister DOVER, OHIO - FFD Financial Corporation, parent company of First Federal Community Bank, announced plans to deregister its common stock and go private, citing an increased cost burden associated with the requirements of the Sarbanes-Oxley Act. The Board has approved a 1-for-350 reverse stock split, immediately followed by a 350-for-1 forward split. Stockholders with fewer than 350 shares before the split transactions will receive cash of $19.00 per pre-split share. Those with more than 350 shares prior to the splits will not receive cash and will continue to hold the same number of shares after the transactions. The company said the transactions should leave it with fewer than 300 shareholders of record, thereby qualifying it to deregister under the Securities Exchange Act. Upon deregistration, FFD's shares will no longer be eligible for trading on NASDAQ, although the shares may be quoted on the OTC Bulletin Board or Pink Sheets if a broker elects to sponsor the shares. "The environment for being a public company has changed so significantly that the costs for a small company far outweigh the benefits received and are disproportionate than the costs for larger corporations.. This transaction provides us with an effective use of some of our excess capital, will reduce costs significantly, and should improve earnings per share and return on equity," President and CEO Trent Troyer commented. The board received a fairness opinion from financial advisor Keller & Company, Inc. regarding the cash payment to shareholders with fewer than 350 shares. The transactions are subject to approval by a majority of the company's shareholders. 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, on the Boulevard in Dover, and a loan production office in downtown Coshocton. The Corporation maintains an interactive web site at www.onlinefirstfed.com. ---------------------- -----END PRIVACY-ENHANCED MESSAGE-----