form8k-86943_fdef.htm
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): October 2,
2007
FIRST DEFIANCE FINANCIAL CORP.
(Exact
name of registrant as specified in its charter)
OHIO
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0-26850
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34-1803915
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(State
or other jurisdiction of
incorporation)
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(Commission
File No.)
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(IRS
Employer I.D. No.)
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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):
ý
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Section
1
– Registrant’s Business and Operations
Item
1.01. Entry
into a Material Definitive Agreement.
On
October 2, 2007, First Defiance
Financial Corp. (the “Company”) executed an Agreement and Plan of Merger (the
“Merger Agreement”) with Pavilion Bancorp, Inc. (“Pavilion”) under which
Pavilion and its wholly owned subsidiary, the Bank of Lenawee (“Lenawee”), will
be merged (the “Merger”) with and into the Company and its wholly owned
subsidiary, First Federal Bank of the Midwest (“First Federal”). In the
transaction, the Company will pay $37.50 in cash and 1.4209 shares of stock
of
the Company for each outstanding share of Pavilion. The total value of the
transaction is approximately $55.7 million based on the October 2, 2007 closing
value of the Company’s stock.
The
Merger Agreement contains customary
representations, warranties and covenants of the Company and Pavilion,
including, among others, Pavilion’s covenant to conduct its business in the
ordinary course during the interim period between the execution of the Merger
Agreement and the completion of the Merger and not to engage in certain
transactions during such period without the consent of the Company in writing.
In addition, Pavilion has agreed to convene a special meeting of its
shareholders to consider the approval of the Merger Agreement. Pavilion has
also
agreed not to solicit or initiate any proposals or offers from any person or
entity relating to competing business combination transactions. In connection
with the execution of the Merger Agreement, each of the directors and executive
officers of Pavilion has signed an agreement to vote the shares they own in
Pavilion in favor of the Merger.
The
anticipated acquisition is subject
to approval by Pavilion’s shareholders, receipt of appropriate regulatory
approvals and certain other closing conditions, including the accuracy of
representations and warranties set forth in the Merger Agreement. The Merger
Agreement contains certain termination rights for both the Company and Pavilion,
and further provides that in the event Pavilion executes a definitive agreement
with another party within 12 months of the termination of the Merger Agreement,
Pavilion could be required to pay a termination fee of $2,000,000. Subject
to
the terms and conditions of the Merger Agreement, which has been unanimously
approved by the Boards of Directors of both companies, the transaction is
expected to be completed late in the first quarter of 2008.
The
foregoing description of the Merger
Agreement does not purport to be complete and is qualified in its entirety
by
reference to the full text of the Merger Agreement, a copy of which is filed
herewith as Exhibit 2 and is incorporated herein by reference.
The
Company will be filing a Registration Statement on Form S-4 concerning the
Merger with the SEC, which will include the joint prospectus/proxy statement
that will be mailed to Pavilion’s shareholders. WE URGE INVESTORS TO
READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors will be able to obtain the documents free of
charge, when filed, at the SEC’s website, www.sec.gov. In addition,
documents filed with the SEC by the Company will be available free of charge
from the Secretary of the Company at 601 Clinton Street, Defiance, Ohio 43512,
telephone (419) 782-5015. INVESTORS SHOULD READ THE PROXY
STATEMENT CAREFULLY BEFORE
MAKING
A
DECISION CONCERNING THE MERGER. Copies of all recent proxy statements
and annual reports of the Company are also available free of charge from the
Company by contacting the company secretary.
The
Company, Pavilion and their respective directors and executive officers may
be
deemed to be participants in the solicitation of proxies to approve the
Merger. Additional information about the directors and executive
officers of the Company may be obtained through the SEC’s website from the
definitive proxy statement filed by the Company with the SEC on March 20,
2007. Additional information about the directors and executive
officers of Pavilion may be obtained through the SEC’s website from the
definitive proxy statement filed by Pavilion with the SEC on March 20,
2007. Additional information about participants in the proxy
solicitation and their interests in the transaction will be contained in the
joint prospectus/proxy statement to be filed with the SEC.
Section
7 – Regulation FD
Item
7.01. Regulation
FD Disclosure.
The
Company has decided to convert to a bank holding company and to convert its
wholly owned subsidiary, First Federal Bank of the Midwest, into a national
bank. The applications for these conversions have not yet been filed,
but they are expected to be completed prior to the completion of the
Merger.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial
Statements and Exhibits
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(a) Financial
Statements of businesses acquired. Not
Applicable
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(b) Pro
forma financial information. Not
Applicable
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(c) Shell
company transactions. Not
Applicable
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2
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Agreement
and Plan of Merger dates as of October 2, 2007 by and between First
Defiance Financial Corp. and Pavilion Bancorp,
Inc.
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99 Company
Press Release dated October 2, 2007
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.
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FIRST
DEFIANCE FINANCIAL CORP.
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By:
/s/ John C.
Wahl
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Date:
October 4, 2007