-----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, IAmVvhdyA0jx3mkXQ6I5Rjrb/VByOhSpMsH35y9dVsx08/XU2wGmLai36JvPrDMx sug4TJtEmYwzVfsoT9M6nA== 0000914317-04-003000.txt : 20040806 0000914317-04-003000.hdr.sgml : 20040806 20040806160804 ACCESSION NUMBER: 0000914317-04-003000 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040804 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040806 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: 04958244 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-62256_1stdefiance.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): August 4, 2004 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 5. OTHER EVENTS AND REGULATION FD DISCLOSURE News Release dated August 4, 2004. A copy of the News Release is being filed as exhibit 99.1 to this form 8-K and is incorporated herein by reference in its entirety. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements None. The financial information included in this report is not required to be filed as part of this report. (b) Pro Forma Financial Information None. (c) Exhibits News Release dated August 4, 2004 issued by First Defiance Financial Corp. and ComBanc, Inc. Exhibit 99.1 N 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: August 6, 2004 EX-99.1 2 exhibit99-1.txt Exhibit 99.1 Contact: William J. Small Chairman, CEO & President First Defiance Financial Corp. Phone: (419) 782-5015 Email: bsmall@first-fed.com Paul G. Wreede President and CEO ComBanc., Inc. Phone: (419) 695-1055 Email: pwreede@commercialbank.com FIRST DEFIANCE FINANCIAL CORP. TO ACQUIRE COMBANC, INC. o Acquisition adds four branches; $175 million in deposits and $120 million in loans o First Defiance expands market area into west central Ohio; branches will be re-branded under First Federal Bank of the Midwest o Accretive to earnings in the first full year of operations o Transaction is expected to close early in first quarter of 2005 DEFIANCE, OHIO and DELPHOS, OHIO (August 4, 2004)--First Defiance Financial Corp. (NASDAQ: FDEF) and ComBanc, Inc. (OTCBB:COBI.OB) today announced the execution of a definitive agreement for First Defiance to acquire ComBanc, Inc. and its wholly owned subsidiary, The Commercial Bank, both headquartered in Delphos, Ohio. With $209 million in assets, The Commercial Bank has four banking offices in Allen County, Ohio: one in Delphos, two in Lima and one in Elida. Combined, the banking offices had $175 million in deposits and $120 million in loans as of June 30, 2004. First Defiance Financial Corp. and ComBanc anticipate that the transaction will be completed early in the first quarter of 2005, pending regulatory approvals, the approval of shareholders of ComBanc and completion of other customary closing conditions. The transaction is valued at $38.0 million, or $17.20 per share, with shareholders of ComBanc having the right to select payment of the purchase price in either cash or shares of First Defiance common stock, subject to an aggregate consideration mix of 50% cash and 50% common stock. . The exchange ratio for the stock portion of the transaction will be based on the market price of First Defiance stock during a pricing period immediately prior to closing, subject to certain adjustments. First Defiance Chairman, CEO and President William J. Small said the acquisition expands First Federal Bank's presence into adjacent markets and supports its growth strategy. "We have a strong presence in northwest Ohio; this acquisition allows us to expand farther south into the west central Ohio market and it adds the type of communities that have been very receptive to our approach to banking," Small said. "The Commercial Bank has a solid base of commercial and retail customers that will be a good complement to our existing franchise. In addition, we believe that First Federal's reputation of customer service combined with a local decision-making strategy will benefit individual and business customers at these new additions to our branch network. We look forward to working with the staff, customers and shareholders of Commercial Bank for a successful transition." "We believe that First Defiance, with its commitment to community banking, is an ideal partner for The Commercial Bank," commented Paul Wreede, Chairman, President and CEO of ComBanc. "We are excited about the opportunities this gives us to expand the product offerings to our existing customers, to attract larger relationships that we couldn't handle with our lower capital base, and to potentially extend our reach to other communities in West Central Ohio. We believe this transaction will produce significant benefits for our shareholders, customers and communities." With the addition of the four ComBanc banking offices, First Defiance will operate 23 First Federal Bank branches and 29 ATM locations in northwest and west central Ohio. "We believe we will be able to quickly integrate these branches into our network based on our success in re-branding three acquired banking offices over one weekend last year," said Mr. Small. "Our strength in community banking is based on the relationships we build in our markets and we have a long-standing tradition of being good corporate citizens," added Mr. Small. "We will be able to provide a true community bank choice for the customers in the Allen County area." First Defiance expects the transaction to be accretive to earnings by $.03 to $.05 per share in 2005 with no repurchase assumptions or revenue synergies assumed. Annual pre-tax expense reductions are estimated to be approximately $1.4 million with approximately 75% to be realized in 2005 and 100% thereafter. Those savings equal approximately 22% of ComBanc, Inc.'s annualized expense base. The companies expect one-time costs, including acquisition-related and restructuring charges, will not exceed $1.75 million on a pre-tax basis over the integration period. Upon completion of the acquisition, on a pro forma basis using June 30, 2004 data, First Defiance Financial Corp. will have $1.278 billion in total assets and $928.5 million in total deposits, with 23 community banking offices in 11 counties. ComBanc was advised by Keefe, Bruyette and Woods, and its legal counsel was Squires, Sanders and Dempsey, LLP. First Defiance was advised by Austin Associates LLC and its legal counsel was Vorys, Sater, Seymour and Pease LLP. 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 & Investments. First Federal operates 19 full service branches, and 25 ATM locations in northwest Ohio. First Insurance & Investments is the largest property and casualty insurance company in the Defiance, OH area and specializes in life and group health insurance and financial planning. For more information, visit the company's Web site at www.fdef.com. About ComBanc, Inc. ComBanc, Inc. is a bank holding company whose principal activity is the ownership and management of The Commercial Bank. The Commercial Bank operates primarily in Allen County, Ohio where it has offices in Delphos, Lima and Elida; and in adjacent Putnam and Van Wert Counties. For more information, visit the company's Web site at www.commercialbank.com . Safe Harbor Statement This release may contain forward-looking statements about First Defiance Financial Corp., ComBanc Inc., and/or the combined company within the meaning of Sections 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, that involve inherent risks and uncertainties. This press release may contain certain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of First Defiance Financial Corp., ComBanc Inc., and/or the combined company including statements preceded by, followed by or that include the words or phrases such as "believes," "expects," "anticipates," "plans," "trend," "objective," "continue," "remain" or similar expressions or future or conditional verbs such as "will," "would," "should," "could," "might," "can," "may" or similar expressions. There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) competitive pressures among depository institutions increase significantly; (2) changes in the interest rate environment reduce interest margins; (3) prepayment speeds, loan origination and sale volumes, charge-offs and loan loss provisions; (4) general economic conditions, either national or in the counties in which First Defiance Financial Corp., ComBanc Inc., and/or the combined company do business, are less favorable than expected; (5) political developments, wars or other hostilities may disrupt or increase volatility in securities markets or other economic conditions; (6) changes and trends in the securities markets; (7) legislative or regulatory changes or actions, or significant litigation, adversely affect First Defiance Financial Corp., ComBanc Inc., and/or the combined company or the businesses in which First Defiance Financial Corp., ComBanc Inc., and/or the combined company are engaged; (8) difficulties in combining the operations of ComBanc Inc., and/or other acquired entities and (9) the impact of reputational risk created by the developments discussed above on such matters as business generation and retention, funding and liquidity. We undertake no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this release. Further information on other factors which could affect the financial results of First Defiance Financial Corp. after the merger are included in First Defiance Financial Corp. and ComBanc Inc.'s filings with the Securities and Exchange Commission. These documents are available free of charge at the Commission's website at http://www.sec.gov. -----END PRIVACY-ENHANCED MESSAGE-----