form425-89875_fdef.htm
Filed
by:
Pavilion Bancorp, Inc. pursuant to
Rule 425
under the Securities Act of 1933 and
deemed
filed pursuant to Rule 14a-12
under
the
Securities Exchange Act of 1934
Subject
Company: First Defiance Financial Corp.
Commission
File No.:0-26850
February
29, 2008
Dear
Bank
of Lenawee Checking Account Customer,
Bank
of
Lenawee will officially join First Federal Bank at the close of business on
Friday, March 14th,
2008,
pending expected regulatory and shareholder approval. This partnership will
directly benefit you in many ways! Our strong commitment to superior customer
service, local decision making and community involvement will remain a top
priority, and you will soon have access to a wider variety of financial services
from 36 locations in southeast Michigan, northwest Ohio and Fort Wayne,
Indiana.
ABOUT
YOUR CHECKS:
While
you
may continue to use your current Bank of Lenawee checks after March 14th,
we
recommend you begin using First Federal Bank checks as soon as possible. To
help
you make the transition easier, we are enclosing a special coupon for free
First
Federal Bank checks. You can order 200 standard design single
checks or
150 standard design duplicate checks AT NO CHARGE. All you
have to do is fill out the form, attach a copy of one of your current Bank
of
Lenawee deposit slips or a voided check and bring the enclosed coupon to any
Bank of Lenawee office or the First Federal Bank offices in Montpelier, Bryan
or
Wauseon, Ohio. Or, you can use the enclosed postage paid envelope to mail your
order. You can place your order before or after the conversion on March 14th.
A
few special notes:
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You
can continue to use your Bank of Lenawee checks as necessary until
September 15, 2008. They will clear your account with no problem
until
then. Just be sure to take advantage of the free order before the
coupon
expires on September 15, 2008.
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It
will take 7-10 business days after March 17th
for your new supply of checks to arrive, so you will need to plan
your
order accordingly if you are running low on your Bank of Lenawee
checks.
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The
order form includes an option to pick the starting check number,
so you
can begin your new set of checks where you ended your current Bank
of
Lenawee checks if you wish.
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If
you order your checks from a different vendor, please be sure to
use First
Federal Bank’s routing number (the first series of numbers at the bottom
of your checks), which is 241270851.
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ABOUT
TELEPHONE BANKING
The
Bank
of Lenawee phone banking service will be de-activated on Friday, March 14th
at 7:30 p.m. You can begin using the First Federal Bank phone banking
service on Monday March 17 after 8:00 a.m. by calling 1-888-511-1077
and following the prompts. You will need to use a new, temporary PIN to access
your account the first time you use First Federal’s Bank By Phone. Your
temporary PIN will be the last four digits of the primary account
holder’s
social security number. Once you enter that number, the system will
prompt you to change the PIN to something you want to use permanently. Enclosed
is a Banking Service By Phone brochure that outlines all the features of our
telephone banking service. Be sure to tear out the convenient wallet card for
your future use.
If
you
have never used Bank of Lenawee’s bank by phone service and would like to use
First Federal Bank’s service to make transfers over the phone, you will need to
go to any branch location after March 17th
and
sign a Transfer Authorization
Form. If you have made bank by phone transfers in the past with Bank of
Lenawee, you will not need to
fill out
a new authorization form.
ABOUT
OVERDRAFT PRIVILEGE
Beginning
March 17, 2008, one of the new benefits we will automatically provide for you
is
a special overdraft protection service called Overdraft Privilege
for your Checking
or Money Market
account.
Overdraft
Privilege
may provide you with a safety net that may protect you if you overdraw
your account. It can also save you the unnecessary embarrassment (and additional
charges) associated with having a check returned to a merchant. Overdraft Privilege
is a non-contractual courtesy and requires no action on your part. You
do
not have to sign anything and there are no fees other than our standard NSF
fee
of $31.50 for each item overdrawn. We will notify you if an overdraft occurs.
You should not consider or use Overdraft Privilege
as a line of credit or as a regular source of funds. It is an account
service for which you are charged our standard NSF fee of $31.50. Please refer to the enclosed
brochure
for the amount of overdraft coverage you may qualify for, and other important
information concerning this service. For Bank of Lenawee customers who
currently have a checking account tied to an Overdraft Line of Credit, that arrangement
will remain
in place, and the new Overdraft Privilege service will only be activated
if you exceed your Overdraft Line of Credit agreement. First Federal Bank
charges a $6.00 transfer fee for each use of an Overdraft Line of
Credit.
OTHER
IMPORTANT NOTES
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The
Bank of Lenawee offices will be closed for account conversion at
5:00 p.m.
on Friday March 14th,
will remain
closed on Saturday, March 15th
and will resume normal office hours on Monday, March 17th
as First Federal Bank.
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Your
Bank of Lenawee ATM/debit cards will continue to work until Monday,
March
17 at 7:00 a.m. You will be receiving a new debit card and instructions
on
how to activate it very soon.
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If
you used Online Express banking with Bank of Lenawee, please note
that
service will be turned off Thursday, March 13th
at 7:30 p.m. Online Express Bill Pay will be turned off
sooner—March 11th
at 5:00 p.m. You will receive specific instructions on how to log
on to
First Federal Bank’s convenient OnLine Banking and Bill Pay service in the
near future.
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Thank
you
for your business and welcome to First Federal Bank! If you have any questions,
please call your local branch or 1-877-367-8178 to speak with one of First
Federal Bank’s Customer Care Specialists.
Sincerely,
Jeffrey
D. Vereecke
Northern
Market President
First
Federal Bank
Enclosures:
Free Checks Coupon and order form, postage paid envelope, phone banking
brochure, Overdraft Privilege brochure
601
Clinton Street s
Defiance OH 43512
www.first-fed.coms Phone:
1-800-472-6292 or (419)782-5015
Member
FDIC sEqual Housing
Lender
This
communication shall not constitute an offer to sell or the solicitation of
and
offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification of the securities under the securities laws
of
any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
First Defiance filed with the SEC (i) a Registration Statement on Form S-4
on
December 12, 2007 and as amended on January 31, 2008 and (ii) a Rule 424(b)(3)
prospectus/proxy statement on February 8, 2008, each concerning the merger
of
Pavilion Bancorp, Inc. into First Defiance (the “Merger”). WE URGE
INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors are able to obtain the documents free of
charge at the SEC’s website, www.sec.gov. In addition, documents filed
with the SEC by First Defiance are available free of charge from the Secretary
of First Defiance at 601 Clinton Street, Defiance, Ohio 43512, telephone (419)
782-5015. INVESTORS SHOULD READ THE FORM S-4 AND PROSPECTUS/PROXY
STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE
MERGER. Copies of all recent proxy statements and annual reports of
First Defiance are also available free of charge by contacting First Defiance’s
secretary.
First Defiance, 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 First Defiance may be obtained through the SEC’s website from the
definitive proxy statement filed by First Defiance 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 is contained in the joint
prospectus/proxy statement filed with the SEC.
Filed
by:
Pavilion Bancorp, Inc. pursuant to
Rule 425
under the Securities Act of 1933 and
deemed
filed pursuant to Rule 14a-12
under
the
Securities Exchange Act of 1934
Subject
Company: First Defiance Financial Corp.
Commission
File No.:0-26850
|
135
East Maumee Street Adrian, Michigan
49221
|
March
1,
2008
Dear
Bank
of Lenawee Escrow Customer,
As
you
may already know, Bank of Lenawee will convert to First Federal Bank at the
close of business on Friday, March 14, 2008, pending expected shareholder and
regulatory approval. We want to share with you the effects this
change will have on your mortgage loan escrow account.
An
annual
escrow analysis is required by law. It has been our policy to conduct
an escrow analysis on your loan anniversary date each year. However,
First Federal Bank conducts an annual analysis of all mortgage
loan
escrow accounts at the end of February each year. In order to ensure
all Bank of Lenawee customers receive a federally required annual escrow
analysis this year, and to get all customers on the same cycle, your final
Bank
of Lenawee annual escrow analysis was conducted on March 1, 2008 (see enclosed)
with an effective payment change date of May 1. New payment coupon
books will be mailed by First Federal Bank in April.
Please
review the enclosed analysis. If you have any questions on your
analysis, please call Deb Storer at (517) 265-5144 or
(800)508-8346.
Thank
you
for your mortgage business. We look forward to serving you in the
future as First Federal Bank.
Sincerely,
Richard
J. DeVries
President
This
communication shall not constitute an offer to sell or the solicitation of
and
offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification of the securities under the securities laws
of
any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
First Defiance filed with the SEC (i) a Registration Statement on Form S-4
on
December 12, 2007 and as amended on January 31, 2008 and (ii) a Rule 424(b)(3)
prospectus/proxy statement on February 8, 2008, each concerning the merger
of
Pavilion Bancorp, Inc. into First Defiance (the “Merger”). WE URGE
INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors are able to obtain the documents free of
charge at the SEC’s website, www.sec.gov. In addition, documents filed
with the SEC by First Defiance are available free of charge from the Secretary
of First Defiance at 601 Clinton Street, Defiance, Ohio 43512, telephone (419)
782-5015. INVESTORS SHOULD READ THE FORM S-4 AND PROSPECTUS/PROXY
STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE
MERGER. Copies of all recent proxy statements and annual reports of
First Defiance are also available free of charge by contacting First Defiance’s
secretary.
First Defiance, 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 First Defiance may be obtained through the SEC’s website from the
definitive proxy statement filed by First Defiance 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 is contained in the joint
prospectus/proxy statement filed with the SEC.
Filed
by:
Pavilion Bancorp, Inc. pursuant to
Rule 425
under the Securities Act of 1933 and
deemed
filed pursuant to Rule 14a-12
under
the
Securities Exchange Act of 1934
Subject
Company: First Defiance Financial Corp.
Commission
File No.:0-26850
March
1,
2008
Dear
Bank
of Lenawee Mortgage Loan Customer,
On
March
14, 2008, pending expected shareholder and regulatory approval, the Bank of
Lenawee and its wholly-owned subsidiary, Pavilion Mortgage Company, will become
First Federal Bank of the Midwest. As a result of the transition, First Federal
Bank will be servicing your mortgage loan. Enclosed is a legal
notice that details the loan transfer process.
We
would
like to review what you can expect in the next few months with your mortgage
loan payments. You may continue using your Bank of Lenawee mortgage loan coupon
book until you receive a new payment coupon book from First Federal Bank. New
coupon books will be ordered after March 17, and you should receive your new
book in 7-10 business days. If your mortgage is set
up
for automatic payments from your checking account, those automatic payments
will
continue. You can always verify that your automatic payments have continued
uninterrupted by reviewing your statements, through OnLine Banking, or by
calling us.
The
transfer of servicing to First Federal Bank will be effective March 14,
2008. In the meantime, you should continue to make your payment to
the Bank of Lenawee offices as you have been. Beginning March 17, 2008,
you should
make your payment at your local First Federal Bank branch, or mail it to: First
Federal Bank, P.O. Box 248, Defiance, OH 43512.
Information
about your loan will be available through our OnLine Banking internet site
at http://www.first-fed.com and also through our Banking Service by Phone
(1-888-511-1077) after March 17th. And, in the unlikely event that a
problem comes up, you’ll be able to work with your local First Federal Bank
representative to get it resolved.
Should
you have any questions after reading the enclosed notice, feel free to give
our
Loan Servicing Department a call at 800-472-6292 Ext. 42354. Also, if
you would like to be able to make convenient loan payment transfers from your
First Federal Bank accounts through OnLine Banking, ATMs, or Banking Service
by
Phone, give us a call and we’ll be happy to help you.
Thank
you
for your patience with this process. We are working to make this a smooth
transition and we look forward to continuing the tradition of excellent customer
service.
Sincerely,
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Jeffrey
D. Vereecke
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Richard
J. DeVries
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Northern
Market President
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President
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First
Federal Bank
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Bank
of Lenawee
|
This
communication shall not constitute an offer to sell or the solicitation of
and
offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification of the securities under the securities laws
of
any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
First
Defiance filed with the SEC (i) a Registration Statement on Form S-4 on December
12, 2007 and as amended on January 31, 2008 and (ii) a Rule 424(b)(3)
prospectus/proxy statement on February 8, 2008, each concerning the merger
of
Pavilion Bancorp, Inc. into First Defiance (the “Merger”). WE URGE
INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors are able to obtain the documents free of
charge at the SEC’s website, www.sec.gov. In addition, documents filed
with the SEC by First Defiance are available free of charge from the Secretary
of First Defiance at 601 Clinton Street, Defiance, Ohio 43512, telephone (419)
782-5015. INVESTORS SHOULD READ THE FORM S-4 AND PROSPECTUS/PROXY
STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE
MERGER. Copies of all recent proxy statements and annual reports of
First Defiance are also available free of charge by contacting First Defiance’s
secretary.
First Defiance, 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 First Defiance may be obtained through the SEC’s website from the
definitive proxy statement filed by First Defiance 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 is contained in the joint
prospectus/proxy statement filed with the SEC.
Notice
to Assignment, Sale, or Transfer of
Servicing
Rights
You
are hereby notified that the servicing of your mortgage loan, that is, the
right
to collect payments from you, is being assigned, sold or transferred from Bank
of Lenawee to First Federal Bank of the Midwest, effective March 14,
2008.
The
assignment, sale, or transfer of the servicing of the mortgage loan does not
affect any term or condition of the mortgage instruments, other than terms
directly related to the servicing of your loan.
Except
in limited circumstances, the law requires that your present servicer send
you
this notice at least l5 days before the effective date of transfer, or at
closing. Your new servicer must also send you this notice no later
than 15 days after this effective date or at closing. In this case,
all necessary information is combined in this one notice.
Your
present servicer is Bank of Lenawee. If you have any questions
relating to your present loan or the transfer of servicing prior to March 14,
2008, call Bank of Lenawee toll-free at 1-800-508-8346 between 8:30 a.m. and
5:00 p.m. Monday through Friday. After March 14, 2008, the Bank of
Lenawee and the Pavilion Mortgage Company will be merged into First Federal
Bank
of the Midwest.
Your
new servicer will be First
Federal Bank of the Midwest.
The
business address for your new servicer is: 601 Clinton Street, P.O. Box 248,
Defiance, Ohio 43512. The toll-free telephone number of your new servicer is
800-472-6292. If you have any questions relating to the transfer of
servicing to your new servicer, call First Federal’s Loan Servicing Department
at 1-800-472-6292 extension 42354 toll-free between 8:30 a.m. and 5:00 p.m.
Monday through Friday after March 17th,
2008.
The
date that your present servicer will stop accepting payments from you is March
14, 2008. The date that your new servicer will start accepting
payments from you is March 17, 2008. Send all payments due on or
after that date to First Federal Bank. If your monthly payment is automatically
drafted from your checking account this service will continue
uninterrupted.
The
transfer of servicing rights will
not affect the terms of or the continued availability of mortgage life or
disability insurance or any other type of optional
insurance.
For
January 1 to March 14, 2008 the Bank of Lenawee will provide a summary statement
of your loan account. At the end of the year, First Federal Bank will
provide a statement of account activity covering March 15 to December 31,
2008.
You
should also be aware of the following information which is set out in more
detail in Section 6 of the Real Estate Settlement Procedures Act
(RESPA) (12 U.S.C. 2605):
During
the 60-day period following the effective date of the transfer of the loan
servicing, a loan payment received by your old servicer before its due-date
may
not be treated by the new loan servicer as late, and a late fee may not be
imposed on you.
Section
6 of RESPA (12 U.S.C. 2605) gives you certain consumer rights. If you
send a “qualified written request” to your loan servicer concerning the
servicing of your loan, your servicer must provide you with a written
acknowledgment within 20 business days of receipt of your request. A
“qualified written request” is a written correspondence, other than notice on a
payment coupon or other payment medium supplied by the servicer, which includes
your name and account number, and your reasons for the request. Not
later than 60 Business Days after receiving your request, your servicer must
make any appropriate corrections to your account, and must provide you with
a
written clarification regarding any dispute. During the 60-Business
Day period, your servicer may not provide information to a consumer reporting
agency concerning any overdue payment related to such period or qualified
written request. However, this does not prevent the servicer from
initiating foreclosure if proper grounds exist under the mortgage
documents.
A
Business Day is a day on which the offices of the business entity are open
to
the public for carrying on substantially all of its business
functions. Section 6 of RESPA also provides for damages and costs for
individuals or classes of individuals in circumstances where servicers are
shown
to have violated the requirements of that Section. You should seek
legal advice if you believe your rights have been violated.
Filed
by:
Pavilion Bancorp, Inc. pursuant to
Rule 425
under the Securities Act of 1933 and
deemed
filed pursuant to Rule 14a-12
under
the
Securities Exchange Act of 1934
Subject
Company: First Defiance Financial Corp.
Commission
File No.:0-26850
March
3,
2008
Dear
Bank
of Lenawee Customer,
Pending
expected regulatory and shareholder approval, Bank of Lenawee will become First
Federal Bank at the close of business on Friday, March 14. Enclosed please
find
your new First Federal Bank ATM/Debit Card, which will serve as your ATM
transaction card and a debit (or “check”) card for purchases beginning Monday, March 17.
Your new PIN (Personal Identification Number) will be sent to you in a separate
mailing in a few days.
Important:
Your current
Bank of Lenawee Cash2Go check card will not be useable after Monday March 17
at 7:00 a.m. You will need to begin using your new First
Federal Bank card at that point. In order to use the new card, you will need
to
activate it first.
TO
ACTIVATE YOUR NEW
CARD:
You
can activate your card anytime after 5:00 p.m. on Sunday March 16.
On
the
front of your new card, you will find a 24-hour activation number. Anytime
after
5:00 p.m. on the 16th, you can call that number and press 1-1-6 to go directly
to the new card activation service. The prompts will ask for your new card
number, and your primary checking or savings account number, so have your
account number ready when you call (your new First Federal Bank account numbers
will be the same as your old Bank of Lenawee account numbers). That’s it! Your
card will be ready to use on Monday, March 17th
after
7:00 a.m.
IF
YOU WANT TO CHANGE YOUR
PIN:
If
you
want to change the PIN number assigned to you, simply take your card to any
First Federal Bank (formerly Bank of Lenawee) ATM after Tuesday March 18, insert
the card and follow the prompts. The process only takes a few
minutes.
IMPORTANT
NOTES:
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·
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The
Bank of Lenawee offices will be closed at 5:00 p.m. on Friday March
14 and
will remain closed all day Saturday, March 15 in order to convert
to First
Federal Bank offices. Regular business hours will resume on Monday,
March
17.
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The
Bank of Lenawee ATMs will
be open that weekend. You can use your Bank of Lenawee Cash2Go card
as usual, until Monday March 17 at 7:00 a.m. when all Bank of Lenawee
cards will be de-activated.
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·
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The
Bank of Lenawee ATMs will then be down for conversion on Monday March
17
from 7:00 a.m. until 5:00 p.m. If you use another bank ATM during
that
time period and are charged a service fee, please save your receipt
and we
will be happy to reimburse your cost.
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Your
new First Federal Bank ATM/Debit card has a MasterCard logo on it,
but it
is not
a
credit card. The MasterCard company processes the debit card
transactions and includes their logo to ensure your debit card will
be
accepted anywhere a MasterCard credit card is accepted.
|
We
hope
you enjoy the convenience of your new card. If you have any questions, please
call us toll free at
1-877-367-8178.
On behalf of your local branch manager, I want to thank you for your customer
loyalty.
We
look
forward to serving you with new products and services and continuing the
tradition of excellent customer service.
Sincerely,
Jeffrey
D. Vereecke
Northern
Market President
601
Clinton Street s
Defiance OH 43512
www.first-fed.coms Phone:
1-800-472-6292 or (419)782-5015
Member
FDICsEqual Housing
Lender
This communication shall not constitute an offer to sell or the solicitation
of
and offer to buy any securities, nor shall there be any sale of securities
in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification of the securities under the securities
laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
First Defiance filed with the SEC (i) a Registration Statement on Form S-4
on
December 12, 2007 and as amended on January 31, 2008 and (ii) a Rule 424(b)(3)
prospectus/proxy statement on February 8, 2008, each concerning the merger
of
Pavilion Bancorp, Inc. into First Defiance (the “Merger”). WE URGE
INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors are able to obtain the documents free of
charge at the SEC’s website, www.sec.gov. In addition, documents filed
with the SEC by First Defiance are available free of charge from the Secretary
of First Defiance at 601 Clinton Street, Defiance, Ohio 43512, telephone (419)
782-5015. INVESTORS SHOULD READ THE FORM S-4 AND PROSPECTUS/PROXY
STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE
MERGER. Copies of all recent proxy statements and annual reports of
First Defiance are also available free of charge by contacting First Defiance’s
secretary.
First Defiance, 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 First Defiance may be obtained through
the
SEC’s website from the definitive proxy statement filed by First Defiance 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 is contained in the joint
prospectus/proxy statement filed with the SEC.
|
Filed
by: Pavilion Bancorp, Inc. pursuant to
Rule 425
under the Securities Act of 1933 and
deemed
filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject
Company: First Defiance Financial Corp.
Commission
File No.:0-26850
|
March
3,
2008
Dear
Bank
of Lenawee Business Checking Account Customer,
As
you
may already know, Bank of Lenawee will become First Federal Bank at the close
of
business on Friday, March 14, 2008, pending shareholder approval. What does
this
mean to you? First, it means your business accounts will automatically transfer
to First Federal Bank after the close of business on March 14th.
Second, it means First Federal Bank will work diligently to earn your trust
and
provide the best service, the most innovative products and the business-friendly
solutions you need!
We
want
to get to know you and understand your business needs as soon as possible,
so if
we haven’t already, we will be contacting you to set up an informational visit
or phone call. At that time we will provide specific descriptions of our
products, and answer your questions about First Federal Bank’s commercial
services. The chart below will tell you which First Federal Bank product
you
will be transferred to effective Monday, March 17th.
However, we will conduct a thorough analysis of your account needs after
the
conversion and help determine the best long-term combination of services
we can
provide to you.
If
you have this Bank of
Lenawee
Account…
|
Value
Venture
Independent
Enterprise
|
Regular
Business
Big
Kahuna
Perfect
Practice
|
Brokerage
Sweep
Repurchase
@ 1st
Business
Repurchase
@ 2nd
Business
|
Business
Plus
|
…Your
new First Federal
Bank
account will be:
|
Free
Small Business
Checking
|
Standard
Business
Checking
|
Repurchase
Sweep
Account
|
Money
Market
Deposit
Account
|
Earnings
Credit or
interest
|
None
|
Yes,
tiered Earnings
Credit
rates and
APYs*
starting at
balances
of $1.
|
Yes,
tiered APYs*
starting
at balances of
$1
|
|
Monthly
Maintenance
Fee
|
None,
if under 200 items
per
statement cycle
|
$9/month
Can
be offset by
earnings
credit*
|
$40
analysis charge to
business
account*
|
$6.00/month
if
balance
goes below
$1000
during
statement
cycle
|
Other
Benefits
|
Free
coin sorting
Free
deposit bags
24
hour night depository
Monthly
statements
$50
credit towards first
order
of checks
|
Free
coin sorting bag
Free
deposit bags
24
hour night
depository
Monthly
statements
|
Free
coin sorting bag
Free
deposit bags
24
hour night depository
Monthly
statements
Cash
Management
Services
|
|
*
Other analysis fees may apply. Additional fees may also be assessed for each
check deposited, check paid, deposits, cash management services, ACH
transactions, courier services, sweeps, cash delivery, etc.
In
the
meantime, here are a few important notes:
1.)
|
Your
current Bank of Lenawee commercial checks will clear with no problems
until September 15, 2008. However, your next check order will need
to be
for First Federal Bank checks. In appreciation for your understanding
during the transition, we will place your first order of
300 business
checks free of charge. Just go to any former Bank of Lenawee office
before March 14th
or any First Federal Bank office anytime after March 17 and we
will be
happy to help you. If you do not usually order your checks from
the bank,
we will still reimburse you for your first order of up to 300 checks.
All
you need to do is bring in your receipt.
|
2.)
|
The
First Federal Bank routing number to use when ordering checks is
241270851.
|
3.)
|
After
March 17th,
no monthly service
fees
will apply to your account for 90 days (excluding any overdraft
charges), even if fees would normally apply to your account.
|
4.)
|
If
you currently participate in Bank of Lenawee’s Mobile Banking service, you
will continue to receive that service.
|
5.)
|
If
you also have a business loan with us, First Federal Bank will
honor the
terms and interest rate arrangements in place with your current
Bank of
Lenawee loan. The payments, payment due dates and grace period
will remain
the same as well. You will be receiving a monthly loan statement,
which
will be sent to you approximately ten days before the payment due
date. If
you currently make automatic payments your payments will continue
to be
made electronically, however you will also receive a paper statement
every
month to help you track your loan payments.
|
6.)
|
If
your account converted to First Federal Bank’s Free Small Business
Checking Account, you will now qualify for our Overdraft Privilege
Product. Enclosed is a brochure detailing information on this product.
|
At
First
Federal Bank, we have a special interest in business customers. We think
you’ll
find our products beneficial and our customer service superior.
If
you
have any questions, please feel free to call me at First Federal Bank at
1-800-472-6292 or Marcy Brown (517-266-5079) or Julie Miller (517-266-5049)
at
Bank of Lenawee. We look forward to working with you.
Sincerely,
Ken
Wenner
Vice
President
Commercial
Deposit Products Manager
First
Federal Bank
Enclosure:
Overdraft Privilege brochure
601
Clinton Street s
Defiance OH 43512
www.first-fed.coms Phone:
1-800-472-6292 or (419)782-5015
Member
FDIC
This
communication shall not constitute an offer to sell or the solicitation of
and
offer to buy any securities, nor shall there be any sale of securities in
any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior
to registration or qualification of the securities under the securities laws
of
any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
First
Defiance filed with the SEC (i) a Registration Statement on Form S-4 on December
12, 2007 and as amended on January 31, 2008 and (ii) a Rule 424(b)(3)
prospectus/proxy statement on February 8, 2008, each concerning the merger
of
Pavilion Bancorp, Inc. into First Defiance (the “Merger”). WE URGE
INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors are able to obtain the documents free of
charge at the SEC’s website, www.sec.gov. In addition, documents filed
with the SEC by First Defiance are available free of charge from the Secretary
of First Defiance at 601 Clinton Street, Defiance, Ohio 43512, telephone
(419)
782-5015. INVESTORS SHOULD READ THE FORM S-4 AND PROSPECTUS/PROXY
STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE
MERGER. Copies of all recent proxy statements and annual reports of
First Defiance are also available free of charge by contacting First Defiance’s
secretary.
First
Defiance, 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 First Defiance may be obtained through the SEC’s website from the
definitive proxy statement filed by First Defiance 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 is contained in the joint
prospectus/proxy statement filed with the SEC.
|
Filed by:
Pavilion Bancorp, Inc. pursuant to
Rule 425
under the Securities Act of 1933 and
deemed
filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject
Company: First Defiance Financial Corp.
Commission
File No.:0-26850
|
March
4,
2008
Dear
Bank
of Lenawee Money Market Account customer:
Pending
shareholder approval, Bank of Lenawee will become First Federal Bank at the
close of business on March 14, 2008. You should have already received
communication describing how your account will change and the new benefits
that
will be offered to you as a result of the transition.
Beginning
March 17, 2008, one of those new benefits we will automatically provide you
with
is a special overdraft protection service called Overdraft Privilege
for your new First Federal Bank Money
Market
account.
Of
course we encourage you
to manage your finances responsibly. However, as long as you maintain your
account in good standing (defined as making
regular deposits
and bringing your account to a positive balance, including payment of all bank
fees charged to your account,
at least once every 30 days), Overdraft
Privilege
may:
•
As
a
Money Market Account holder, provide you with a safety net up to $2,000, including
non-sufficient funds (NSF) fees of $31.50 (per
item)
that may protect you if you overdraw your account.
•
Save
you the unnecessary embarrassment (and additional charges) associated with
having a check returned to a merchant.
Overdraft
Privilege
is a non-contractual courtesy and requires no action on your part.
You do
not have to sign anything and there are no fees other than our standard NSF
fee
of $31.50 for each item overdrawn. We will notify you if an overdraft occurs.
You should not consider or use Overdraft Privilege
as a line of credit or as a regular source of funds. It is an account
service for which you are charged our standard NSF fee of $31.50.
Your
Overdraft Privilege
limit may be available to you by writing a check or making a debit
card
or ATM transaction. This limit may be reflected in your balance provided
by a
teller or through OnLine Banking, but will not be reflected in your balance
provided at the ATM or through Bank By Phone. Please read the policy on the
second page of this letter, which will further clarify any questions you
may
have. In the event you would like to have this service removed from your
account, please call our Customer Care Line at 877-367-8178 after March 17th.
First
Federal Bank also offers additional overdraft protection services. Please
refer
to the enclosed brochure or contact a customer service representative after
March 17th
for
details.
Sincerely,
Jeffrey
D. Vereecke
Northern
Market President
601
Clinton Street s
Defiance OH 43512
www.first-fed.coms Phone:
1-800-472-6292 or (419)782-5015
Member
FDIC sEqual Housing
Lender
Overdraft
Privilege Customer Policy
An
insufficient balance can result from several events, such as (1) the payment
of
checks,electronic
funds transfers or other withdrawal requests; (2) payments authorized by
you;
(3) the return of unpaid items deposited by you; (4) bank service charges;
or
(5) the deposit of items which, according to the bank’s Funds Availability
Policy, are treated as not yet available or finally paid. We are not obligated
to pay any item presented for payment if your account does not contain
sufficient funds. However, if you maintain your account in good standing
by
demonstrating responsible account management, such as by making regular deposits
to bring your account to a positive balance at least once every thirty days,
and
by avoiding excessive overdrafts suggesting use of Overdraft Privilege as
a
continuing line of credit, and there are no legal orders, levies or liens
against your account we may approve your overdrafts within your current
available Overdraft Privilege limit as a non-contractual courtesy. In addition,
based upon our review of your account management, if we determine you may
be
using Overdraft Privilege as a regular line of credit by creating excessive
overdrafts, we may suspend the privilege without any further prior notice.
In
the normal course of business, we generally pay electronic transactions first
and then checks beginning with the highest dollar amount, per the bank’s
policy.
We
reserve the right to change the order of payment without notice to you if
we
suspect fraud orpossible
illegal activity affecting your account. Also, please be aware that the order
of
item payment may create multiple overdrafts during a single banking day for
which you will be charged our standard NSF fee of $31.50 for each overdraft
(paid or returned). You may opt out of the privilege at any time, but you
are
responsible for any overdrawn balances at the time of opting out. Normally,
we
will not approve an overdraft for you in excess of the predetermined amount
assigned to your account type. So as not to exceed your limit, please note
that
the amount of the overdraft plus the bank’s
standard NSF fee of $31.50 (per item) will be deducted from the overdraft
limit.
First Federal Bank will only charge your account a total of five NSF fees
per
day. However, we will continue to provide coverage for overdrafts up to your
overdraft privilege limit. We may refuse to pay an overdraft for you at any
time
even though we may have previously paid overdrafts for you. You will be notified
by mail of any non-sufficient funds items paid or returned that you may have;
however, we have no obligation to notify you before we pay or return any
item.
The amount of any overdraft plus our standard NSF fee of $31.50 that you
owe us
shall be due and payable upon demand. If there is an overdraft paid by us
on an
account with more than one owner on the signature card, each owner and agent,
if
applicable, drawing/presentingthe
item
creating the overdraft, shall be jointly and severally liable for such overdraft
plus our standard NSF fee of $31.50.
Overdraft
Privilege should not be viewed as an encouragement to overdraw your account.
As
always, we encourage you to manage your finances responsibly. If you would
like
to have this service removed from your account, please call
1-877-367-8178.
Please
note that your Overdraft Privilege limit may be reflected in your balance
provided by a teller or through OnLine Banking, but will not be reflected
in
your balance provided at the ATM or through Bank By Phone.
LIMITATIONS: Overdraft
Privilege is a non-contractual courtesy that is available to
individually/jointly owned accounts in good standing for personal or small
business use. First Federal Bank reserves the right to limit participation
to
one account per household or small business and to discontinue this service
without prior notice.
This
communication shall not constitute an offer to sell or the solicitation of
and
offer to buy any securities, nor shall there be any sale of securities in
any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior
to registration or qualification of the securities under the securities laws
of
any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
First
Defiance filed with the SEC (i) a Registration Statement on Form S-4 on December
12, 2007 and as amended on January 31, 2008 and (ii) a Rule 424(b)(3)
prospectus/proxy statement on February 8, 2008, each concerning the merger
of
Pavilion Bancorp, Inc. into First Defiance (the “Merger”). WE URGE
INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors are able to obtain the documents free of
charge at the SEC’s website, www.sec.gov. In addition, documents filed
with the SEC by First Defiance are available free of charge from the Secretary
of First Defiance at 601 Clinton Street, Defiance, Ohio 43512, telephone
(419)
782-5015. INVESTORS SHOULD READ THE FORM S-4 AND PROSPECTUS/PROXY
STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE
MERGER. Copies of all recent proxy statements and annual reports of
First Defiance are also available free of charge by contacting First Defiance’s
secretary.
First
Defiance, 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 First Defiance may be obtained through the SEC’s website from the
definitive proxy statement filed by First Defiance 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 is contained in the joint
prospectus/proxy statement filed with the SEC.