form8k-94623_fdef.htm
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): September 8,
2008
First Defiance Financial
Corp.
(Exact
name of registrant as specified in its charter)
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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
Number)
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(IRS
Employer Identification 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
(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)
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[ ]
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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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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4© under the Exchange Act (17-CFR
240.13e-4(c))
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ITEM
8.01. OTHER EVENTS
On
September 7, 2008, the U.S. Treasury Department (“Treasury”) and Federal Housing
Finance Agency (“FHFA”) announced a plan to place the Federal National Mortgage
Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation
(“Freddie Mac”) under conservatorship. Under the plan, the Treasury and FHFA
will purchase senior preferred stock as needed to ensure each company maintains
a positive net worth. Common and preferred dividends will be suspended and
preferred stock claims will be maintained ahead of common stock but behind the
senior preferred stock held by the Treasury and FHFA
First
Defiance Financial Corp. (the “Company”) holds 40,000 shares
of Series S preferred stock issued by Fannie Mae and 40,000 shares of
Series Z preferred stock issued by Freddie Mac with a combined cost basis of
approximately $2.0 million. These securities are held in the Company’s available
for sale securities portfolio and as such are subject to a potential other than
temporary impairment charge to earnings under Statement of Financial Accounting
Standards No. 115, Accounting
for Certain Investments in Debt and Equity Securities. The estimated fair
market value of these securities has declined from $1.9 million at June 30, 2008
to $191,000 at September 11, 2008.
In light
of the actions taken by Treasury and FHFA and the accompanying significant
decline in fair value of these securities below cost, the Company has deemed the
impairment to be other than temporary and, accordingly, will recognize a charge
to earnings in the third quarter. The amount of the impairment charge will not
be determined until the end of the third quarter. As of September 11, 2008 this
charge would have been approximately $1.9 million on a pre-tax basis. Based on
management’s current projections, a potential other than temporary impairment
and loss on these securities would not impact the Company’s subsidiary bank’s
ability to maintain capital ratios above the “well capitalized” regulatory
requirement, or the Company’s ability to pay cash dividends to common
shareholders.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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First
Defiance Financial Corp.
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By:
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/s/ John
C. Wahl
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John
C. Wahl
Executive
Vice President/ Chief Financial
Officer
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