-----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, L7Bc4+nMVKb2w0f+sgQiq9ncdB1FQ/9m/Lh7yVmepQyrUZVkucmqMnhA0SwNtRph 2LQX1RT7iy7Bm1Y3eA2D/w== 0000914317-03-002112.txt : 20030718 0000914317-03-002112.hdr.sgml : 20030718 20030718121554 ACCESSION NUMBER: 0000914317-03-002112 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030718 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030718 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26850 FILM NUMBER: 03792605 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 8-K 1 form8k-53307firstdefiance.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): July 18, 2003 First Defiance Financial Corp. ------------------------------ (Exact name of registrant as specified in its charter) Ohio 0-26850 34-1803915 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 601 Clinton Street, Defiance, Ohio 43512 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (419) 782-5015 -------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements None. (b) Pro Forma Financial Information None. (c) Exhibits Exhibit 99.1 First Defiance Financial Corp. Press Release dated July 18, 2003 titled "First Defiance Announces New Stock Repurchase Program" ITEM 9. REGULATION FD DISCLOSURES/RESULTS OF OPERATIONS AND FINANCIAL CONDITION PROVIDED UNDER ITEM 12 PURSUANT TO RELEASE 34-47583 On July 18, 2003, First Defiance Financial Corp. issued a press release announcing its intention to repurchase up to 10% of its outstanding shares over a 12 month period upon the completion of its existing stock repurchase program as Exhibit 99.1. This information is being furnished under Item 9 as provided in the Commission's final rule; interim guidance regarding Form 8-K Item 11 and Item 12 filing requirements (Release No. 34-47583). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. First Defiance Financial Corp. By: /s/ John C. Wahl ------------------------------- John C. Wahl Executive Vice President/ Chief Financial Officer Date: July 18, 2003 EX-99.1 3 exhibit99-1.txt Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: William J. Small Chairman, President and CEO First Defiance Financial Corp. (419) 782-5015 bsmall@first-fed.com -------------------- FIRST DEFIANCE ANNOUNCES NEW STOCK REPURCHASE PROGRAM New program will be implemented upon completion of existing program DEFIANCE, OHIO (July 18, 2003) - First Defiance Financial Corp. (NASDQ: FDEF) today announced that its Board of Directors has authorized a stock repurchase program of up to 10%, or approximately 628,000 shares, of the outstanding shares of its common stock over a 12-month period which will begin immediately following the imminent completion of the company's existing share repurchase program Under the existing program, 657,418 shares have been repurchased at an average cost of $19.21 per share. As of July 17, 2003, there remained 23,443 shares authorized for repurchase under the existing program. The repurchased shares will be held as treasury stock and will be available for general corporate purposes including employee stock option plans. William J. Small, Chairman, President and Chief Executive Officer, said the company's strong balance sheet allows it the flexibility to fund this program while continuing to finance the company's operations and growth strategy. "We believe that the repurchase of our stock at current price levels represents an excellent investment opportunity for the company," Mr. Small said. "The repurchase program represents a good way for us to offer additional value to our shareholders." Purchases under the First Defiance Financial Corp. stock repurchase program may be made from time-to-time, in the open market, through block trades or otherwise, and in privately negotiated transactions. Depending on market conditions and other factors, these purchases may be commenced or suspended at any time or from time-to-time without prior notice. As of July 17, 2003, First Defiance Financial Corp. had 6,284,191 shares outstanding. About First Defiance Financial Corp. First Defiance Financial Corp., headquartered in Defiance, OH, is the holding company for First Federal Bank of the Midwest and First Insurance and Investments. First Federal operates 17 full service branches, one commercial loan production office and 23 ATM locations in northwest Ohio. First Insurance and Investments is the largest property and casualty insurance company in the Defiance, OH area and it also specializes in life and group health insurance. For more information, visit the company's Web site at www.fdef.com. Safe Harbor Statement Statements contained herein, including management's expectations, and Mr. Small's comments, may not be based on historical facts and are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21B of the Securities Act of 1934, as amended. Actual results could vary materially depending on risks and uncertainties inherent in general and local banking, insurance and mortgage conditions, competitive factors specific to markets in which the Company and its subsidiaries operate, future interest rate levels, legislative and regulatory decisions or capital market conditions. Additional uncertainties include, without limitation, that the stock repurchase program may not result in the purchase of any specific number of shares or the repurchase of shares at any particular prices, either because such shares are not available for repurchase on terms or at prices deemed desirable by the Company. The Company assumes no responsibility to update this information. For more details, please refer to the Company's SEC filings, including its most recent Annual Report on Form 10-K and quarterly reports on Form 10-Q. -----END PRIVACY-ENHANCED MESSAGE-----