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| FFDF > SEC Filings for FFDF > Form 8-K on 17-Nov-2008 | All Recent SEC Filings |
17-Nov-2008
Entry into a Material Definitive Agreement, Creation of a Direct Financial
On November 13, 2008, FFD Financial Corporation (the "Company") entered
into a Stock Purchase Agreement with Bulldog Investors, Kimball and Winthrop,
Phillip Goldstein, and Andrew Dakos (collectively, the "Bulldog Group"),
pursuant to which the Company purchased 65,833 common shares, no par value, of
the Company from the Bulldog Group at a purchase price of $12.00 per share. The
Stock Purchase Agreement also contained covenants by the Bulldog Group to
refrain, for a period of ten years, from taking certain actions with respect to
the Company, including, but not limited to, (i) acquiring, directly or
indirectly any of the Company's assets, businesses, properties, or stock, (ii)
participating in the solicitation of proxies to vote the Company's shares,
(iii) initiating or inducing another to initiate any shareholder proposal, (iv)
seeking or encouraging the election or removal of any member of the Company's
board of directors, (v) calling or seeking to call any meeting of the Company's
shareholders, and (vi) seeking to control or influence the Company's
management, board of directors, policies or affairs.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is attached as Exhibit 10 hereto and incorporated herein by reference.
On November 17, 2008, the Company took an $800,000 advance from its $1 million line of credit (the "Line of Credit") with The Home Loan Savings Bank ("Home Loan"). The Company's obligation under the Line of Credit are secured by a pledge of 10% of the shares of stock in First Federal Community Bank ("First Federal"), the Company's wholly-owned subsidiary.
Borrowings under the Line of Credit bear interest at a per annum rate of the Wall Street Journal U.S. Prime Rate plus 0.5%, with a minimum rate of 5.0% and a maximum rate of 24.0%. The Line of Credit contains usual and customary covenants, including, without limitation, covenants limiting other indebtedness, liens and certain asset sales and various financial covenants relating to the capital, assets and net worth of the Company and its subsidiaries. In the event of a default by the Company under the Line of Credit, Home Loan may terminate the commitments made under the Line of Credit, declare the amount outstanding, including all accrued interest and unpaid fees, payable immediately, and enforce any and all rights and interests created and existing under the Line of Credit documents and all other rights available under the law.
(a) -- (c). Not applicable.
(d). Exhibits.
Exhibit No. Description
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10 Stock Purchase Agreement dated November 13, 2008
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