SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
FIRST FEDERAL FINANCIAL BANCORP, INC.
(NAME OF ISSUER)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
319988 10 1
(CUSIP NUMBER)
James E. Waldo
c/o First Federal Financial Bancorp, Inc.
415 Center Street
Ironton, Ohio 45638
(614) 532-6845
(NAME, ADDRESS, TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS)
August 15, 1996
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box [ ].
Page 1 of 6 Pages
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CUSIP No. 319988 10 1 13D Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
James E. Waldo
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7 SOLE VOTING POWER
40,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
40,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 319988 10 1 13D Page 3 of 6 Pages
ITEM 1. SECURITY AND ISSUER
The securities as to which this Schedule 13D ("Schedule") relate are
the shares of common stock, $.01 par value per share ("Common Stock"), of
First Federal Financial Bancorp, Inc. (the "Issuer"). The address of the
Issuer's principal executive office is 415 Center Street, Ironton, Ohio
45638.
ITEM 2. IDENTITY AND BACKGROUND
(a) James E. Waldo ("Reporting Person").
(b) The Reporting Person's residence address is 417 South 4th
Street, Ironton, Ohio 45638.
(c) The Reporting Person is Vice Chairman of the Board of the
Issuer and of First Federal Savings Bank of Ironton (the "Bank"), a wholly-
owned subsidiary of the Issuer. The Reporting Person is a retired attorney
from the Waldo Law Office, 413 Center Street, P.O. Box 4252, Ironton, Ohio
45638. The Reporting Person is also the owner of the Beechwood Terrace
Corporation, a land development company, 417 South 4th Street, Ironton,
Ohio 45638.
(d) The Reporting Person has not, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The Reporting Person has not, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or a finding of any violation with respect to such laws.
(f) The Reporting Person is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person acquired 10,000 shares of Common Stock on August
15, 1996 at $10.375 per share for an aggregate purchase price of $103,750
from personal funds. The Reporting Person acquired 30,000 shares of Common
Stock on June 3, 1996 at $10.00 per share for an aggregate purchase price
of $300,000 from personal funds in the Issuer's initial public offering.
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CUSIP No. 319988 10 1 13D Page 4 of 6 Pages
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person is presently the Vice Chairman of the Board
of the Issuer and the Bank. The Reporting Person intends to continue to
serve the Issuer as a director in an independent manner. The Reporting
Person believes that the shares of Common Stock are an attractive
investment and purchased the shares of Common Stock for investment purposes
and not for the purpose of influencing the management of the Issuer or
exercising control.
The Reporting Person currently has no plans or proposals (excluding
action which may be taken or proposed to be taken by the Board of Directors
of which the Reporting Person is a member) which relate to or would result in
(a) the acquisition by any person of additional securities of the Issuer or
the disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any change in the
present Board of Directors or management of the issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the Board; (e) any material change in the present capitalization
or dividend policy of the Issuer; (f) any other material change in the
Issuer's business or corporate structure; (g) changes in the Issuer's charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person; (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system
of a registered national securities association; (i) a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended; or (j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person beneficially owns 40,000 shares of
Common Stock of the Issuer which represents approximately 6.0% of the
outstanding shares of Common Stock. As of November 25, 1996, 671,783
shares of Common Stock were outstanding.
(b) The Reporting Person has sole voting and dispositive power
with respect to 40,000 shares of Common Stock.
(c) The Reporting Person purchased 10,000 shares of Common Stock
at $10.375 per share for an aggregate purchase price of $103,750 on August
15, 1996. The Reporting Person had no other transactions in the Issuer's
securities during the last 60 days.
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CUSIP No. 319988 10 1 13D Page 5 of 6 Pages
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The Reporting Person is not a party to any contract, arrangement,
understanding or relationship (legal or otherwise) with respect to any
securities of the Issuer. The Reporting Person is the Vice Chairman of the
Board of the Issuer and has in the past and intends in the future to exercise
his vote and to serve the Issuer as a director in an independent manner, and
to vote his shares of Common Stock individually and not pursuant to any
understanding, arrangement or agreement with any other persons.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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CUSIP No. 319988 10 1 13D Page 6 of 6 Pages
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this Statement on Schedule 13D is true, complete and correct.
/S/ JAMES E. WALDO
------------------
James E. Waldo
Date: December 5, 1996