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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
SECURITY FIRST CORP.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
81425K 10 2
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(CUSIP Number)
Charles F. Valentine
10569 Ridgewater Drive, Painesville, OH 44077
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 10, 1996
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(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 __.
Check the following box if a fee is being paid with the statement __. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission, See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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SCHEDULE 13D
CUSIP No. 81425K 10 2
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles F. Valentine - ###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __
(b) __
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) __
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7. SOLE VOTING POWER
196,326
SHARES -----------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY 4,072
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OWNED BY 9. SOLE DISPOSITIVE POWER
196,326
EACH REPORTING -----------------------------------------
10. SHARED DISPOSITIVE POWER
PERSON WITH 4,072
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,398
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES __
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.03%
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14. TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Shares") of Security First
Corp. ("Security"), a Delaware chartered thrift institution holding company.
The address of Security's office is 1413 Golden Gate Boulevard, Mayfield
Heights, Ohio 44124.
Item 2. Identity and Background
The name and business address of the person filing this statement is
Charles F. Valentine, 10569 Ridgewater Drive, Concord, Ohio 44077. Mr.
Valentine is the Chairman and Chief Executive Officer of Security. During the
last five years, Mr. Valentine has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), and has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in him being 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 finding any
violation with respect to such laws. Mr. Valentine is a citizen of the United
States of America.
Item 3. Source and Amount of Funds or Other Consideration
During the last 60 days, Mr. Valentine has effected the following
transactions using personal funds:
On March 13, 1996, Mr. Valentine exercised his option to acquire 52,100
shares of the Company's stock for an exercise price of $1.67 per share,
realizing a value of $553,338.
Mr. Valentine is a participant in the Company's 401(k) Plan and received
allocations under such Plan equal to 78.566 shares as of a Plan
Statement dated March 31, 1996.
Mr. Valentine is a participant in the Company's Dividend Reinvestment
Plan and on March 29, 1996, Mr. Valentine received 192.598 shares under
this plan.
On April 10, 1996, Security acquired First Kent Financial Corporation
("First Kent") and the 300 shares Mr. Valentine owned in First Kent were
exchanged for 510 shares of Security.
Item 4. Purpose of Transaction
All of the shares purchased by Mr. Valentine were acquired for
investment. Mr. Valentine may, from time to time, depending upon market
conditions and other investment considerations, purchase additional shares of
Security for investment, or dispose of shares of Security. As Chairman of
Security, Mr. Valentine regularly explores potential actions and transactions
which may be advantageous to Security, including possible mergers,
acquisitions, reorganizations, or other material changes in the business,
corporate structure, management, policies, governing instruments, securities
or regulatory or reporting obligations of Security.
Except as noted above with respect to Mr. Valentine's activities on
behalf of Security, Mr. Valentine has no plans or proposals which relate to
or would result in:
a) the acquisition by any person of additional securities of
Security, or the disposition of securities by Security;
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b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Security;
c) a sale or transfer of a material amount of assets of Security;
d) any change in the present Board of Directors or management of
Security, 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 Security;
f) any other material change in Security's business or corporate
structure;
g) changes in Security's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of Security by any person;
h) causing a class of securities of Security 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 Security becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
As a result of the issuance of 1,397,508 shares of Security stock in
connection with the acquisition of First Kent, Mr. Valentine is no longer an
over 5% stockholder of Security.
Mr. Valentine owns beneficially an aggregate of 200,398 shares of
Security common stock, constituting 4.03% (this percentage is calculated by
adding the number of options which Mr. Valentine may exercise to the number
of shares issued and outstanding) of the number of shares of such common stock
outstanding on the date hereof. Such amount includes 94,082 shares Mr.
Valentine owns directly, with sole voting and investment power, 32,100 shares
held in a living trust for the benefit of Mr. Valentine, 25,000 shares held
in a living trust for the benefit of Mr. Valentine's wife, 4,072 shares held
in Security's 401(k) Plan which have been allocated to Mr. Valentine, 684
shares subject to conversion rights with respect to eight of Security's
Convertible Subordinated Debentures and 44,460 shares which Mr. Valentine has
the right to acquire with respect to the exercise of stock options.
No other person is known to have the right to receive or the power to
direct the receipt of dividends from or the proceeds from the sale of, the
shares held by Mr. Valentine.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Valentine and any other person with respect
to any securities of the issuer, including but not limited to, transfer or
voting of any of such securities, finder's fees, joint ventures, loan or
option arrangements, put or calls, guarantees of profits, divisions of profits
or loss, or the giving or withholding of proxies. None of the Security common
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stock beneficially owned by Mr. Valentine is pledged or otherwise subject to
a contingency, the occurrence of which would give another person voting power
or investment power over such shares (excluding standard default and similar
provisions contained in loan agreements).
Item 7. Material to be Filed as Exhibits
None.
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SIGNATURE
After reasonable 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.
May 23, 1995
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Date
(s) Charles F. Valentine
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Charles F. Valentine, Chairman
