SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(RULE 13e-100)
(Amendment No. 2)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
CENTRAL FEDERAL CORPORATION
(Name of the Issuer)
Central Federal Corporation
(Names of Person Filing Statement)
Common Stock, par value $0.0l per share
(Title of Class of Securities)
15346Q103
(CUSIP Number of Class of Securities)
Eloise L. Mackus
Central Federal Corporation
2923 Smith Road
Fairlawn, Ohio 44333
330.666.7979
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
Copies to:
Stanley E. Everett
Brouse McDowell, A Legal Professional Association
Suite 500, 388 South Main Street
Akron, Ohio 44311-4407
330.535.5711
This statement is filed in connection with (check the appropriate box):
[X] The filing of solicitation materials or an information statement subject to
Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934
[ ] The filing of a registration statement under the Securities Act of 1933
[ ] A tender offer
[ ] None of the above
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
Calculation of Filing Fee
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Transaction Valuation* Amount of Filing Fee**
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$1,295,184 $245.91
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* Central Federal Corporation will purchase approximately shares of its
common stock for $14.50 per share for a total Transaction Valuation of
$1,295,184. This Transaction Valuation is a reduction from the anticipated
Transaction Valuation of $1,940,811 when the Schedule 13E-3 was filed on
November 24, 2004. These are shares comprised of fractional interests
resulting from a one-for-325 reverse stock split of the Company's common
stock. The price to be paid per share is the fair market value determined
by an appraisal; such price exceeds the highest closing price on any day
during the thirty-day (30-day) period prior to November 18, 2004, the date
of the appraisal.
** Pursuant to Rule 0-11 of the Securities Exchange Act of 1934, the Amount of
Filing Fee has been calculated by multiplying $1,940,811, the Transaction
Valuation at the time of filing on November 24, 2004, by 0.00012670
[X] Check the box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form and Schedule and the date of its filing.
Amount Previously Paid: $245.91 Filing Party: Central Federal Corporation
Form or Registration No.: Schedule 13E-3; Date Filed: November 24, 2004
File No. 5-55853
INTRODUCTION
This Amendment No. 2 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (the
"Statement") is submitted by Central Federal Corporation, a Delaware corporation
(the "Company"). This Statement relates to a proposed amendment to the Company's
Certificate of Incorporation (the "Certificate of Incorporation") to effect a
one-for-325 reverse stock split of the Company's common stock and a
proportionate, corresponding reduction in the authorized shares of its capital
stock (the "Charter Amendment").
On October 22, 2004, the Company's Board of Directors unanimously approved the
Charter Amendment and called for consideration of the Charter Amendment at a
special meeting of stockholders (the "Special Meeting").
On November 18, 2004, the Board determined the fair market price for the
redemption of fractional shares to be $14.50 per pre-split share, based upon an
appraisal received from Donnelly, Penman & Partners, an independent valuation
firm, in which the fair market value was determined to be $14.04 per share as of
November 15, 2004. The Board added a premium of $0.46 per share to the fair
market value to arrive at a redemption price of $14.50 per pre-split share for
any fractional share resulting from the split.
If approved by the stockholders, the Charter Amendment will be filed with the
Secretary of State of the State of Delaware at the earliest practicable date
after the Special Meeting of Stockholders. The Charter Amendment will be
effective on or about March 31, 2005.
This Statement is intended to satisfy the reporting requirements of Section
13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Company's preliminary proxy statement for the Special Meeting (the "Proxy
Statement") was filed with the Securities and Exchange Commission (the
"Commission") on November 24, 2004, and Amendment No. 1 thereto was filed
immediately prior to the filing of this Statement on January 12, 2005.
Item 1 Summary Term Sheet
The information set forth in the Proxy Statement under the caption
"Summary Term Sheet," beginning on page 2 is incorporated herein by
reference.
Item 2 Subject Company Information
(a) Names and Addresses. The information set forth on the cover page
of the Proxy Statement is incorporated herein by reference.
(b) Securities. The information set forth in the Proxy Statement
under the caption "Trading, Market Prices and Dividends" on page
28 is incorporated herein by reference.
(c) Trading Market and Price. The information set forth in the Proxy
Statement under the caption "Trading, Market Prices and
Dividends" on page 28 is incorporated herein by reference.
(d) Dividends. The information set forth in the Proxy Statement under
the caption "Trading, Market Prices and Dividends" on page 28 is
incorporated herein by reference.
(e) Prior Public Offerings. Not applicable.
(f) Prior Stock Purchases. The information set forth in the Proxy
Statement under the caption "Prior Stock Purchases" on page 28 is
incorporated herein by reference.
Item 3 Identity and Background of Filing Persons
(a) Names and Address. Central Federal Corporation, the subject
company, is the only filing person. The information set forth on
the cover page of the Proxy Statement is incorporated herein by
reference.
(b) Business and Background of Entities. Not applicable
(c) Business and Background of Natural Persons. The information set
forth in the Proxy Statement under the caption "Directors and
Executive Officers" beginning on page 28 is incorporated herein
by reference.
Item 4 Terms of the Transaction
(a) Material Terms. The information set forth in the Proxy Statement
under the captions: "Summary Term Sheet" beginning on page 2,
"Special Factors - Purposes of and Reasons for the Transaction"
beginning on page 8, "- Effects of the Transaction on the
Company" beginning on page 10, "- Effects of the Transaction on
Stockholders" beginning on page 11 and "- United States Federal
Income Tax Consequences of the Transaction" beginning on page 11
and "Amendment to Certificate of Incorporation" beginning on page
25 is incorporated herein by reference.
(c) Different Terms. The information set forth in the Proxy Statement
under the caption "Amendment to Certificate of Incorporation -
Description of the Transaction" beginning on page 25 is
incorporated herein by reference.
(d) Appraisal Rights. The information set forth in the Proxy
Statement under the captions "Amendment to Certificate of
Incorporation - No Appraisal Rights" on page 28, "Special Factors
- Fairness of the Transaction to Stockholders - Substantive
Fairness - Appraisal Rights" on 15 and "Summary Term Sheet - Do I
Have Appraisal Rights in Connection with the Reverse Stock
Split?" on page 4 is incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders. The information set
forth in the Proxy Statement under the caption "Amendment to
Certificate of Incorporation - Description of the Transaction -
Unaffiliated Stockholders" on page 26 is incorporated herein by
reference.
(f) Eligibility for Listing or Trading. Not applicable
Item 5 Past Contracts, Transactions, Negotiations and Agreements
(a) Transactions. The information set forth in the Proxy Statement
under the caption "Directors and Executive Officers - Certain
Relationships and Related Transactions" on page 31 is
incorporated herein by reference.
(b) Significant Corporate Events. Not applicable
(c) Negotiations or Contacts. Not applicable.
(e) Agreements Involving the Company's Securities. The information
set forth in the Proxy Statement under the caption "Stock
Ownership - Equity Compensation Plan Information" on page 33 is
incorporated herein by reference.
Item 6 Purposes of the Transaction and Plans or Proposal
(b) Use of Securities Acquired. Use of Securities Acquired. The
information set forth in the Proxy Statement under the caption
"Amendment to Certificate of Incorporation - Description of the
Transaction - Authorized Capital Stock Following the Reverse
Stock Split Will Not Change" on page 26 is incorporated herein by
reference.
(c) Plans
(1) The information set forth in the Proxy Statement under the
caption "Amendment to Certificate of Incorporation -
Description of the Transaction" beginning on page 25 is
incorporated herein by reference.
(2) The information set forth in the Proxy Statement under the
caption "Amendment to Certificate of Incorporation -
Description of the Transaction" beginning on page 25 is
incorporated herein by reference.
(3) Not applicable
(4) Not applicable
(5) Not applicable
(6) The information set forth in the Proxy Statement under the
caption "Special Factors - Effects of the Transaction on the
Company" beginning on page 9 is incorporated herein by
reference.
(7) The information set forth in the Proxy Statement under the
caption "Special Factors - Effects of the Transaction on the
Company" beginning on page 10 is incorporated herein by
reference.
(8) The information set forth in the Proxy Statement under the
caption "Special Factors - Effects of the Transaction on the
Company" beginning on page 10 is incorporated herein by
reference.
Item 7 Purposes, Alternatives, Reasons and Effects
(a) Purposes. The information set forth in the Proxy Statement under
the caption "Special Factors - Background of the Transaction"
beginning on page 6 and "- Purposes of and Reasons for the
Transaction" beginning on page 8 is incorporated herein by
reference.
(b) Alternatives. The information set forth in the Proxy Statement
under the caption "Special Factors - Alternatives Considered" on
page 9 is incorporated herein by reference.
(c) Reasons. The information set forth in the Proxy Statement under
the caption "Special Factors - Purposes of and Reasons for the
Transaction" beginning on page 8 is incorporated herein by
reference.
(d) Effects. The information set forth in the Proxy Statement under
the captions "Special Factors - Effects of the Transaction on the
Company" beginning on page 9 "- Effects of the Transaction on
Stockholders" beginning on page 10 and " - United States Federal
Income Tax Consequences of the Transaction" beginning on page 11
is incorporated herein by reference.
Item 8 Fairness of the Transaction
(a) Fairness. The information set forth in the Proxy Statement under
the captions "Special Factors - Fairness of the Transaction to
Stockholders" beginning on page 12 and " - Opinion of Financial
Advisor" beginning on page 18 is incorporated herein by
reference.
(b) Factors Considered in Determining Fairness. The information set
forth in the Proxy Statement under the captions "Special Factors
- Fairness of the Transaction to Stockholders" beginning on page
12 and "- Opinion of Financial Advisor" beginning on page 18 is
incorporated herein by reference.
(c) Approval of Security Holders. The information set forth in the
Proxy Statement under the captions "Special Factors - Fairness of
the Transaction to Stockholders - Procedural Fairness - No
Separate Vote of Unaffiliated Stockholders" on page 13 and
"Summary Term Sheet - What Vote is Required to Approve the
Proposal?" on page 2 is incorporated herein by reference.
(d) Unaffiliated Representative. The information set forth in the
Proxy Statement under the captions "Special Factors - Fairness of
the Transaction to Stockholders - Procedural Fairness - No
Unaffiliated Representative" on page 13 and "Amendment to
Certificate of Incorporation - Description of the Transaction -
Unaffiliated Stockholders" on page 25 is incorporated herein by
reference.
(e) Approval of Directors. The information set forth in the Proxy
Statement under the caption "Special Factors - Fairness of the
Transaction to Stockholders - Procedural Fairness - Board
Approval" on page 13 is incorporated herein by reference.
(f) Other Offers. The information set forth in the Proxy Statement
under the caption "Special Factors - Fairness of the Transaction
to Stockholders - Substantive Fairness - Other Offers" beginning
on page 15 is incorporated herein by reference.
Item 9 Reports, Opinions, Appraisals and Negotiations
(a) Report, Opinion or Appraisal. The information set forth in the
Proxy Statement under the caption "Special Factors - Opinion of
Financial Advisor" beginning on page 18 is incorporated herein by
reference.
(b) Preparer and Summary of the Report, Opinion or Appraisal. The
information set forth in the Proxy Statement under the caption
"Special Factors - Opinion of Financial Advisor" beginning on
page 18 is incorporated herein by reference.
(c) Availability of Documents. The information set forth in the Proxy
Statement under the caption "Special Factors - Opinion of
Financial Advisor" beginning on page 18 is incorporated herein by
reference.
Item 10 Source and Amount of Funds or Other Consideration
(a) Source of Funds. The information set forth in the Proxy Statement
under the caption "Amendment to Certificate of Incorporation -
Description of the Transaction - Source of Funds and Expenses" on
page 27 is incorporated herein by reference.
(b) Conditions. None
(c) Expenses. The information set forth in the Proxy Statement under
the caption "Amendment to Certificate of Incorporation -
Description of the Transaction - Source of Funds and Expenses" on
page 27 is incorporated herein by reference.
(d) Borrowed Funds. Not applicable
Item 11 Interest in Securities of the Subject Company
(a) Securities Ownership. The information set forth in the Proxy
Statement under the caption "Stock Ownership - Security Ownership
Of Directors And Executive Officers" on page 32 and "- Equity
Compensation Plan Information" on page 33 is incorporated herein
by reference.
(b) Securities Transactions. The information set forth in the Proxy
Statement under the caption "Recent Securities Transactions" on
page 29 is incorporated herein by reference.
Item 12 The Solicitation or Recommendation
(d) Intent to Tender or Vote in a Going-Private Transaction. The
information set forth in the Proxy Statement under the captions
"Special Factors - Fairness of the Transaction to Stockholders -
Procedural Fairness - Board and Officer Voting Intentions and
Recommendations" on page 13 and "Summary Term Sheet - What is the
Voting Recommendation of the Board of Directors?" on page 5 is
incorporated herein by reference.
(e) Recommendations of Others. The information set forth in the Proxy
Statement under the captions "Special Factors - Fairness of the
Transaction to Stockholders - Procedural Fairness -- Board and
Officer Voting Intentions and Recommendations" on page 13 and
"Summary Term Sheet - What is the Voting Recommendation of the
Board of Directors?" on page 5 is incorporated herein by
reference.
Item 13 Financial Statements
(a) Financial Information. The information set forth in the Proxy
Statement under the caption "Financial Statements" beginning
after page 34 is incorporated herein by reference.
(b) Pro Forma Information. The information set forth in the Proxy
Statement under the caption "Pro Forma Information" beginning
after the financial statements, which begin after page 34, is
incorporated herein by reference.
Item 14 Persons/Assets, Retained, Employed, Compensated or Used
(a) Solicitations or Recommendations. The information set forth in
the Proxy Statement under the captions "Special Factors -
Fairness of the Transaction to Stockholders - Procedural Fairness
- Solicitation and Costs" beginning on page 13 and "Summary Term
Sheet - Who is Soliciting Proxies and Paying Solicitation Costs?"
on page 3 is incorporated herein by reference.
(b) Employees and Corporate Assets. The information set forth in the
Proxy Statement under the captions "Special Factors - Fairness of
the Transaction to Stockholders - Procedural Fairness -
Solicitation and Costs" beginning on page 13 and "Summary Term
Sheet - Who is Soliciting Proxies and Paying Solicitation Costs?"
on page 3 is incorporated herein by reference.
Item 15 Additional Information
(b) Other Material Information. None
Item 16 Exhibits
(a) Disclosure Materials. The Company's definitive Proxy
Statement, including all appendices thereto, and related
Notice of Special Meeting of Stockholders (incorporated by
reference to the definitive Proxy Statement filed with the
Commission on February 11, 2005)
(b) Loan Agreement. None
(c) Report, Opinion or Appraisal.
(i) Fairness Opinion Letter of Donnelly, Penman & Partners,
dated November 18, 2004
(ii) Valuation Report of Donnelly, Penman & Partners, dated
November 18, 2004
(d) Contracts, Arrangements or Understandings. None
(f) Statement of Appraisal Rights. None
(g) Oral Solicitation Material. None
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Central Federal Corporation
By: /s/Mark S. Allio
------------------------------
Mark S. Allio
President and
Chief Executive Officer
Date: February 11, 2005