8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 8, 2005

FIRST DEFIANCE FINANCIAL CORP.
(Exact name of registrant as specified in its charter)

OHIO
(State or other jurisdiction of
incorporation) 0-26850
(Commission File No.) 34-1803915
(IRS Employer I.D. No.)

601 Clinton Street, Defiance, Ohio 43512
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (419) 782-5015

Not Applicable
(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))

1

Section 2 – Financial Information

Item 2.01    Completion of Acquisition or Disposition of Assets.

                   First Defiance Financial Corp., an Ohio corporation, (“First Defiance”), completed the acquisition of The Genoa Savings and Loan Company (“Genoa Savings”), on April 8, 2005 pursuant to the terms and conditions of the Agreement and Plan of Merger dated October 13, 2004 (the “Agreement”), by and among First Defiance, First Federal Bank of the Midwest, a federal savings bank (“First Federal”), First Defiance Interim Bank, a newly-formed subsidiary of First Defiance and Genoa Savings was completed through a two-step process. First, First Defiance Interim Bank merged with and into Genoa Savings, immediately followed by the merger of Genoa Savings with and into First Federal. As a result of these mergers, First Defiance acquired all of the equipment and other physical property of Genoa Savings, all of which was used in Genoa Savings’ banking business. First Defiance intends to use the assets acquired in the manner utilized by Genoa Savings prior to the acquisition. The following is a summary of some of the material terms and conditions of the Agreement.

                   In accordance with the terms and subject to the conditions of the Agreement, First Defiance acquired each of the 359,647 issued and outstanding shares of Genoa Savings for $30.22 in cash per share. The value of unexercised stock options were paid out separately to the option holders. The total value of the transaction including the value of the unexercised stock options was approximately $11.0 million. First Defiance is using existing cash to fund the purchase price.

Section 9 – Financial Statements and Exhibits

Item 9.01    Financial Statements and Exhibits.

(a) Financial statements of business acquired.

The financial statements of the business acquired are not being filed with this Report. Such financial statements, if required, will be filed within 60 days after the date this Report is filed with the Securities and Exchange Commission (the “SEC”).

(b) Pro forma financial information.

The pro forma financial information is not being filed with this Report. Such financial statements, if required, will be filed within 60 days after the date this Report is filed with the SEC.

(c) Exhibits.

2

Exhibit Number	Description
2 99	Agreement and Plan of Merger, dated October 13, 2004, by and among First Defiance, a to-be-formed subsidiary of First Defiance and First Federal Bank, and The Genoa Savings and Loan Company. Press Release of First Defiance dated April 8, 2005	Incorporated by reference to the Form 8-K Registration Statement filed by First Defiance with the SEC on October 15, 2004, Exhibit 2.1. Included herewith.

3

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 thereunto duly authorized.

FIRST DEFIANCE FINANCIAL CORP.


By:  /s/ John C. Wahl
       ————————————————————
       John C. Wahl
       Executive Vice President/Chief Financial Officer

Date: April 11, 2005

4

EX-99

 

EXHIBIT 99

FIRST DEFIANCE ANNOUNCES COMPLETION OF THE
ACQUISITION OF GENOA SAVINGS AND LOAN

DEFIANCE, OH (April 8, 2005) – First Defiance Financial Corp. (NASDAQ: FDEF) today announced that it has completed the acquisition of The Genoa Savings and Loan Company (Genoa Savings) through a merger with and into First Federal Bank of the Midwest, the wholly -owned subsidiary of First Defiance Financial Corp.

As a result of the acquisition, First Defiance increased its deposits by approximately $77million and its loans by approximately $67 million. The transaction is expected to add approximately $0.01 to $0.03 per share to earnings in 2005. At December 31, 2004, First Defiance had deposits totaling $797.7million, loans totaling $881.2 million and assets totaling $1.13 billion.

“We are delighted to bring our community banking ‘Customer First’ philosophy to our new customers in Genoa, Oregon, Perrysburg and Maumee and to welcome our new associates to the First Federal Bank network,” said William J. Small, Chairman, President and CEO of First Defiance. “It has been our experience that in a market dominated by large regional banks, our style of service -- with personal attention and local decision-making -- provides a refreshing alternative for a high percentage of individual and business customers,” he said.

The acquisition expands the First Federal Bank of the Midwest presence in northwest and west central Ohio to 25 banking offices and 31 ATM locations in 12 counties. The four Genoa Savings offices acquired are located in Genoa, Perrysburg, Oregon and Maumee, in the greater Toledo, Ohio area. The Maumee office of Genoa Savings will be closed and consolidated into the current First Federal Bank office located in Maumee. The Genoa, Perrysburg and Oregon offices will be closed on Saturday, April 9 for systems conversion and will re-open on Monday, April 11 as First Federal Bank offices. The bank managers and customer service representatives in those offices will be assisted in the short-term by transition teams from existing First Federal Bank offices. Jennifer Kreager will manage the Genoa branch at 22020 West State Route 51; Hallie Vanek will manage the Perrysburg branch at 1077 Louisiana Avenue and Jenny Vasko will manage the 2760 Navarre Avenue branch in Oregon. Todd Schroeder is the manager of the Maumee First Federal Bank office at 417 West Dussel Drive.

“This acquisition follows on the heels of the ComBanc, Inc. (The Commercial Bank) acquisition, which closed in January of this year. Combined, these two acquisitions have extended our presence to adjacent markets with great potential. We expect to be able to grow both commercial and consumer banking at these new locations, as well as to successfully introduce our insurance and investment planning services,” Mr. Small said.

5

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 25 full service branches and 31 ATM locations in northwest Ohio. First Insurance & Investments is the largest property and casualty insurance company in the Defiance, OH area, specializing in life and group health insurance, financial planning and investments. For more information, visit the company’s Web site at www.fdef.com.

Safe Harbor Statement
This release may contain forward-looking statements about First Defiance Financial Corp., ComBanc, Inc., The Genoa Savings and Loan Company 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., The Genoa Savings and Loan Company 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., The Genoa Savings and Loan Company 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., The Genoa Savings and Loan Company and/or the combined company or the businesses in which First Defiance Financial Corp., ComBanc, Inc., The Genoa Savings and Loan Company and/or the combined company are engaged; (8) difficulties in combining the operations of ComBanc, Inc., The Genoa Savings and Loan Company 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. filings with the Securities and Exchange Commission. These documents are available free of charge at the Commission’s website at http://www.sec.gov.

###

6