SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(RULE 13e-100)
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 Rule13e-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: [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee**
---------------------- ----------------------
$1,940,811 $245.91
* Central Federal Corporation will purchase approximately 133,849 shares of
its common stock for $14.50 per share for a total Transaction Valuation of
$1,940,811. These are shares comprised of fractional interests resulting
from a one for 500 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 the Transaction Valuation
by 0.00012670
[ ] 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: Filing Party:
Form or Registration No.: Date Filed:
INTRODUCTION
This 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 500 reverse stock split of the Company's common stock and a
proportionate, corresponding reduction in the authorized shares of its capital
stock (the "Amendment").
On October 22, 2004, the Company's Board of Directors unanimously approved the
Amendment and called for consideration of the Amendment at a special meeting of
stockholders to be held on ___________, 200__ (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 Amendment will be filed with the Secretary
of State of the State of Delaware on or about _________, 200__. The Amendment
will be effective on the date it is accepted for filing by the Secretary of
State.
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") immediately prior to the filing of this Statement.
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 25 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 25 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 25 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 25
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 26 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, "Questions and Answers About the Transaction"
beginning on page 4, "Special Factors - Purposes of and
Reasons for the Transaction" beginning on page 10, " - Effects
of the Transaction on the Company" on page 11, " - Effects of
the Transaction on Stockholders" beginning on page 12 and " -
United States Federal Income Tax Consequences of the
Transaction" beginning on page 13 and "Amendment to
Certificate of Incorporation" beginning on page 22 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 22 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 25 and "Questions
and Answers About the Transaction - Do I Have Appraisal Rights
in Connection with the Reverse Stock Split?" on page 9 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" beginning on page 22 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" beginning on page 27
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 30
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" on page 23 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 22 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 22 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" on page 12 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" on page 12 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" on page 12is 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 " on page 10 and " - Purposes of and Reasons for
the Transaction" beginning on page 10 is incorporated herein
by reference.
(b) Alternatives. The information set forth in the Proxy Statement
under the caption "Special Factors - Alternatives Considered"
on page 11 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 10 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" on page 12 " - Effects of the
Transaction on Stockholders" beginning on page 12 and " -
United States Federal Income Tax Consequences of the
Transaction" beginning on page 13 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 14 and " -
Opinion of Financial Advisor" beginning on page 17 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 14 and " - Opinion of Financial Advisor"
beginning on page 17 is incorporated herein by reference.
(c) Approval of Security Holders. The information set forth in the
Proxy Statement under the caption "Questions and Answers About
the Reverse Stock Split - What Vote is Required to Approve the
Proposal?" on page 6 is incorporated herein by reference.
(d) Unaffiliated Representative. The information set forth in the
Proxy Statement under the caption "Amendment to Certificate of
Incorporation - Description of the Transaction - Unaffiliated
Stockholders" on page 23 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" on page 14
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 - Other Offers" on page 17 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 17 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 17 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 17 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 24 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 24 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 29 and
" - Equity Compensation Plan Information" on page 30 is
incorporated herein by reference.
(b) Securities Transactions. The information set forth in the
Proxy Statement under the caption "Recent Securities
Transactions" on page 26 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 "Amendment to Certificate of Incorporation -
Description of the Transaction - Source of Funds and Expenses"
on page 24 and "Questions and Answers - What is the Voting
Recommendation of the Board of Directors?" on page 9 is
incorporated herein by reference.
(e) Recommendations of Others. The information set forth in the
Proxy Statement under the caption "Questions and Answers -
What is the Voting Recommendation of the Board of Directors?"
on page 9 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 31 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 page 31 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 caption "Questions and Answers -
Who is Soliciting Proxies and Paying Solicitation Costs?" on
page 7 is incorporated herein by reference.
(b) Employees and Corporate Assets. The information set forth in
the Proxy Statement under the caption "Questions and Answers -
Who is Soliciting Proxies and Paying Solicitation Costs?" on
page 7 is incorporated herein by reference.
Item 15 Additional Information
(b) Other Material Information. None
Item 16 Exhibits
(a) Disclosure Materials. Preliminary Proxy Statement, including
all appendices thereto, and related Notice of Annual Meeting
of Stockholders
(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/ David C. Vernon
--------------------
David C. Vernon
Chairman, President and
Chief executive Officer
Date: November 24, 2004