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): January 21, 2005
First Defiance Financial Corp.
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(Exact name of registrant as specified in its charter)
Ohio 0-26850 34-1803915
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
601 Clinton Street, Defiance, Ohio 43512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (419) 782-5015
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(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))
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Section 2 - Financial Information
Item 2.01. Completion of Acquisition or Disposition of Assets.
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First Defiance Financial Corp., an Ohio corporation, ("First Defiance"),
completed the acquisition of ComBanc, Inc., a Delaware corporation ("ComBanc"),
on January 21, 2005 pursuant to the terms and conditions of the Agreement and
Plan of Merger dated August 4, 2004 (the "Agreement"), by and among First
Defiance, First Federal Bank of the Midwest, a federal savings bank ("First
Federal"), ComBanc, and The Commercial Bank, an Ohio bank ("Commercial Bank").
The acquisition was completed through a two-step process. First, ComBanc merged
with and into First Defiance, immediately followed by the merger of Commercial
Bank with and into First Federal. As a result of these mergers, First Defiance
acquired all of the equipment and other physical property of ComBanc and
Commercial Bank, all of which was used in Commercial Bank's banking business.
First Defiance intends to use the assets acquired in the manner utilized by
ComBanc and Commercial Bank 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, each of the outstanding shares of ComBanc (other than shares held by
ComBanc (including treasury shares) or First Defiance) were canceled and
extinguished on January 21, 2005 in exchange for the right to receive, at the
election of each ComBanc shareholder: (a) $17.20 in cash, (b) 0.65266 shares of
common stock of First Defiance, or (c) a 50% cash and 50% First Defiance stock
(the "Merger Consideration"). Elections made by ComBanc shareholders will be pro
rated so that 50% of the ComBanc shares that were outstanding immediately prior
to the merger are exchanged for cash. On January 21, 2005, there were
approximately 2,211,014 shares of ComBanc issued and outstanding. First Defiance
is using existing cash to fund the cash portion of the Merger Consideration.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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(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").
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(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.
Exhibit
Number Description
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2 Agreement and Plan of Incorporated by reference
Merger, dated August 4, to the Form S-4
2004, by and among First Registration Statement
Defiance, First Federal, filed by First Defiance
ComBanc and Commercial with the SEC on October
Bank. 19, 2004, Exhibit 2.
99 Press Release of First Included herewith.
Defiance dated January
21, 2005.
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SIGNATURES
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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
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John C. Wahl
Executive Vice President/ Chief Financial Officer
Date: January 27, 2005
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