First
Defiance Financial Corp.
|
(Name
of Issuer)
|
Common
stock, par value $0.01 per share
|
(Title
of Class of Securities)
|
32006
W 106
|
(CUSIP
Number)
|
December
31, 2008
|
(Date
of Event Which Requires Filing of this Statement)
|
CUSIP
No. 32006 W
106
|
13G
|
1
|
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
First
Defiance Financial Corp. Employee Stock Ownership Plan
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
ý
|
3
|
SEC
Use Only
|
4
|
Citizenship
or Place of Organization
Ohio
|
Number
of
|
5
|
Sole
Voting Power
-0-
|
Shares
Beneficially
Owned
by
Each
|
6
|
Shared
Voting Power
-0-
|
Reporting
Person
With
|
7
|
Sole
Dispositive Power
-0-
|
8
|
Shared
Dispositive Power
527,724
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
527,724
|
10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
11
|
Percent
of Class Represented by Amount in Row 9
6.5%
|
12
|
Type
of Reporting Person (See Instructions)
EP
|
CUSIP
No. 32006 W
106
|
13G
|
1
|
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
First
Federal Bank of the Midwest
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
ý
|
3
|
SEC
Use Only
|
4
|
Citizenship
or Place of Organization
United
States
|
Number
of
|
5
|
Sole
Voting Power
-0-
|
Shares
Beneficially
Owned
by
Each
|
6
|
Shared
Voting Power
-0-
|
Reporting
Person
With
|
7
|
Sole
Dispositive Power
-0-
|
8
|
Shared
Dispositive Power
527,724
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
527,724
|
10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
11
|
Percent
of Class Represented by Amount in Row 9
6.5%
|
12
|
Type
of Reporting Person (See Instructions)
BK
|
Item
1(a).
|
Name
of Issuer:
|
|
First
Defiance Financial Corp.
|
Item
1(b).
|
Address
of Issuer's Principal Executive
Offices:
|
|
601
Clinton Street
|
|
Defiance,
Ohio 43512
|
Item
2(a).
|
Names
of Persons Filing:
|
|
First
Federal Bank of the Midwest
|
|
First
Defiance Financial Corp. Employee Stock Ownership
Plan
|
Item
2(b).
|
Address
of Principal Business Office or, if none,
Residence:
|
|
First
Federal Bank of the Midwest
|
|
601
Clinton Street
|
|
Defiance,
Ohio 43512
|
|
First
Defiance Financial Corp. Employee Stock Ownership
Plan
|
|
First
Federal Bank of the Midwest,
Trustee
|
|
601
Clinton Street
|
|
Defiance,
Ohio 43512
|
Item
2(c).
|
Citizenship:
|
|
First
Federal Bank of the Midwest
|
|
Organized
under the laws of the United States
|
|
First
Defiance Financial Corp. Employee Stock Ownership
Plan
|
|
Organized
under the laws of Ohio
|
Item
2(d).
|
Title
and Class of Securities:
|
|
Common
stock, par value $0.01 per share
|
Item
2(e).
|
CUSIP
Number:
|
|
32006
W 106
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or
(c), check whether the person filing is a:
|
||
(a)
|
o
|
Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
|
|
(b)
|
ý
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
|
|
(c)
|
o
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
|
|
(d)
|
o
|
Investment
Company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
|
|
(e)
|
o
|
An
investment adviser in accordance with
§ 240.13d-1(b)(1)(ii)(E).
|
|
(f)
|
ý
|
An
employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F).
|
|
(g)
|
o
|
A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G).
|
|
(h)
|
o
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
|
|
(i)
|
o
|
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3).
|
|
(j)
|
o
|
Group,
in accordance with §
240.13d-1(b)(1)(ii)(J).
|
Item
4.
|
Ownership:
|
|
First Federal Bank of
the Midwest
|
|
(a)
|
Amount
beneficially owned:
|
|
527,724
|
|
(b)
|
Percent
of class:
|
|
6.5%
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
(i)
|
Sole
power to vote or to direct the
vote:
|
|
-0-
|
|
(ii)
|
Shared
power to vote or to direct the
vote:
|
|
-0-
|
|
(iii)
|
Sole
power to dispose or to direct the disposition
of:
|
|
-0-
|
|
(iv)
|
Shared
power to dispose or to direct the disposition
of:
|
|
527,724
|
|
First Defiance
Financial Corp. Employee Stock Ownership
Plan
|
|
(a)
|
Amount
beneficially owned:
|
|
527,724
|
|
(b)
|
Percent
of class:
|
|
6.5%
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
(i)
|
Sole
power to vote or to direct the
vote:
|
|
-0-
|
|
(ii)
|
Shared
power to vote or to direct the
vote:
|
|
-0-
|
|
(iii)
|
Sole
power to dispose or to direct the disposition
of:
|
|
-0-
|
|
(iv)
|
Shared
power to dispose or to direct the disposition
of:
|
|
527,724
|
|
There
are 527,724 common shares owned by the First Defiance Financial Corp.
Employee Stock Ownership Plan (the "Plan"). First Federal Bank
of the Midwest is the Trustee of the Plan. Under the terms of
the Plan, the Trustee votes all of the shares allocated to the accounts of
participants as directed by the participants to whose accounts such shares
have been allocated. With respect to unallocated shares or
allocated shares with respect to which no instructions have been received,
the Plan provides that the Trustee shall vote such shares in the Trustee's
discretion. As of December 31, 2008, all shares held by the
Plan had been allocated to the accounts of
participants.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class:
|
|
Not
applicable
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
|
Not
applicable
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company:
|
|
Not
applicable
|
Item
8.
|
Identification
and Classification of Members of the
Group:
|
|
Not
applicable
|
Item
9.
|
Notice
of Dissolution of Group:
|
|
Not
applicable
|
Item
10.
|
Certification:
|
FIRST
FEDERAL BANK OF THE MIDWEST
|
||||
Date:
|
February
13, 2009
|
By:
|
/s/
Thomas F. Weber
|
|
Thomas
F. Weber, Vice President
|
||||
FIRST
DEFIANCE FINANCIAL CORP.
|
||||
EMPLOYEE
STOCK OWNERSHIP PLAN
|
||||
By:
|
First
Federal Bank of the Midwest,
|
|||
Trustee
|
||||
Date:
|
February
13, 2009
|
By:
|
/s/
Thomas F. Weber
|
|
Thomas
F. Weber, Vice President
|
FIRST
FEDERAL BANK OF THE MIDWEST
|
||||
Date:
|
February
13, 2009
|
By:
|
/s/
Thomas F. Weber
|
|
Thomas
F. Weber, Vice President
|
||||
FIRST
DEFIANCE FINANCIAL CORP.
|
||||
EMPLOYEE
STOCK OWNERSHIP PLAN
|
||||
By:
|
First
Federal Bank of the Midwest,
|
|||
Trustee
|
||||
Date:
|
February
13, 2009
|
By:
|
/s/
Thomas F. Weber
|
|
Thomas
F. Weber, Vice President
|