-----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, AJn5vPSuzdIB35JhueYbBy/6bjrMhZWU4xhGX6WJG2Dz4zRsRHl5qJpoqhJytVf2 pL0P6GcHOtIyBmLC/n0f2Q== 0000914317-02-000630.txt : 20020611 0000914317-02-000630.hdr.sgml : 20020611 20020610125231 ACCESSION NUMBER: 0000914317-02-000630 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020607 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020610 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: 02674666 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 form8-45545.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): June 7, 2002 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. - ------- ------------- On June 7, 2002, First Defiance Financial Corp. issued a press release, which is attached as Exhibit 99 hereto and incorporated herein by reference. Item 7. 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 thereunto duly authorized. FIRST DEFIANCE FINANCIAL CORP. By: /s/ John C. Wahl ---------------------------- John C. Wahl Executive Vice President and Chief Financial Officer Date: June 10, 2002 INDEX TO EXHIBITS ----------------- Exhibit Number Description - -------------- ----------- 99 Press Release of First Defiance Financial Corp., dated June 7, 2002 EX-99 3 exhibit99.txt EXHIBIT 99 ---------- For Immediate Release Contact: William J. Small Chairman, President and CEO First Defiance Financial Corp. (419) 782-5172 bsmall@first-fed.com John C. Wahl Executive VP and CFO First Defiance Financial Corp (419) 782-5202 jwahl@first-fed.com FIRST DEFIANCE REPORTS REVISION IN GAIN ON SALE OF MORTGAGE COMPANY DEFIANCE, OHIO (June 7, 2002) - First Defiance Financial Corp. (NASDAQ: FDEF) today announced that it has lowered the estimated after-tax gain it expects to realize on the April 1, 2002 sale of its Leader Mortgage subsidiary (The Leader) to U.S. Bank to $7.6 million or $1.14 per share. The Company had previously announced that it expected to realize a gain of $10 million or $1.50 per share from the sale. The downward revision resulted from an increase in the federal taxes associated with the gain due to the difference in the tax basis and book basis of The Leader. This difference, which was caused by the change in tax status of The Leader to a limited liability company in 1998, was inadvertently excluded when the original gain estimate was calculated. There was no adjustment to the pre-tax gain recognized on the transaction, other than normal closing adjustments. In addition to the gain on sale, and as previously reported, First Defiance reported that the Company has taken a pre-tax charge of $539,000 during the 2002 second quarter to pre-pay certain Federal Home Loan Bank (FHLB) advances. The after-tax effect of that item is $350,000 or $.05 per share. Both the gain on the sale of The Leader and the cost of restructuring the FHLB advances will be reported in discontinued operations in the Company's second quarter earnings. 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 14 full service branches, one commercial loan production office and 15 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 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 conditions, competitive factors specific to markets in which the Company and its subsidiaries operate, future interest rate levels, legislative and regulatory decisions and capital market conditions. 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-----