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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)
Robert L. Anderson
10365 Pinecrest Road, Painesville, OH 44077 (216) 357-6983
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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
Robert L. Anderson - ###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __
(b) X
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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
110,537
SHARES -----------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY 58,562
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OWNED BY 9. SOLE DISPOSITIVE POWER
110,537
EACH REPORTING -----------------------------------------
10. SHARED DISPOSITIVE POWER
PERSON WITH 58,562
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
169,099
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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)
3.42%
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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
Robert L. Anderson, 10365 Pinecrest Road, Painesville, Ohio, 44077. Mr.
Anderson is a Director of Security. He is also the Chairman and Chief
Executive Officer of Wiseco Piston, Inc., a piston manufacturing company,
located at 7201 Industrial Park Blvd., Mentor, Ohio, 44060. During the
last five years, Mr. Anderson 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
judgement, 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. Anderson is a
citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
As a result of the issuance of 1,397,508 shares of Security stock in
connection with the acquisition of First Kent Financial Corporation, Mr.
Anderson is no longer an over 5% stockholder of Security.
Item 4. Purpose of Transaction
All of the shares purchased by Mr. Anderson were purchased for
investment purposes. Mr. Anderson 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 a
Director of Security, Mr. Anderson 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. Anderson's activities on
behalf of Security, Mr. Anderson has no plans or proposals which relate to
or would result in:
a) the acquisitions by any person of additional securities
of Security, or the disposition of securities by
Security;
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;
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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 a 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
Mr. Anderson owns beneficially an aggregate of 169,099 shares of
Security common stock, constituting 3.42% of the number of shares of such
common stock outstanding on the date hereof. Such amount includes 101,975
shares (of which 8,000 shares Mr. Anderson owns jointly with his wife,
Joanne Anderson, and 93,975 shares he owns individually, all of which Mr.
Anderson may be deemed to have sole voting and investment power) and 8,562
shares subject to conversion rights with respect to 100 of the Company's
convertible subordinated debentures. Also, included are 58,562 shares
(including 8,562 shares subject to conversion rights with respect to 100 of
the Company's convertible subordinated debentures) which Mr. Anderson has
shared voting and investment power as one of five trustees of the Profit
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Sharing Plan of Wiseco Piston Company Inc., ("Wiseco Plan"). Mr. Anderson
is the Administrator of the Wiseco Plan. The other four trustees are
Joanne Anderson, Doris Riggin, Thomas Kipp, and Kathryn Kipp. Mr. Anderson
and the other trustees expressly disclaim that they are members of a group.
During the last 60 days, Mr. Anderson has effected the following
transactions using personal funds:
Mr. Anderson is a participant in the Company's Dividend Reinvestment
Plan and on March 29, 1996, Mr. Anderson received 825.711 shares
under this plan.
Joanne Anderson does not beneficially own any shares of Security
other than the shares owned jointly with Mr. Anderson and the shares owned
by the Wiseco Plan.
Mrs. Anderson is Vice President of Wiseco Piston Company, Inc. and
her business address is 7201 Industrial Park Blvd., Mentor, Ohio, 44060.
During the last five years, Mrs. Anderson 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 her being
subject to a judgement, 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. Mrs.
Anderson is a citizen of the United States of America.
Doris Riggin owns beneficially an aggregate of 64,700 shares of
Security Common Stock, constituting 1.31% of the number of shares of such
common stock outstanding on the date hereof. Ms. Riggin owns directly
14,700 shares and the remaining 50,000 shares are owned by the Wiseco Plan.
Mr. Anderson and Mrs. Riggin act independently of each other with respect
to shares of Security beneficially owned by them, other than the shares
owned by the Wiseco Plan.
Ms. Riggin is Treasurer of Wiseco Piston Company, Inc., and her
business address is 7201 Industrial Park Blvd., Mentor, Ohio, 44060.
During the last five years, Ms. Riggin 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 her being
subject to a judgement, 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. Ms.
Riggin is a citizen of the United States of America.
Thomas and Kathryn Kipp own beneficially an aggregate of 62,762
shares of Security Common stock, constituting 1.27% of the number of shares
of such common stock outstanding on the date hereof. Mr and Mrs. Kipp own
directly 4,200 shares, Mr. Kipp owns 8,562 shares subject to conversion
rights with respect to 100 of the Company's convertible subordinated
debentures and the remaining 50,000 shares are owned by the Wiseco Plan.
Mr. Anderson and Mr and Mrs. Kipp act independently of each other with
respect to shares of Security beneficially owned by them, other than the
shares owned by the Wiseco Plan.
Mr. Kipp is President of Wiseco Piston, Inc. and his business address
is 7201 Industrial Park Blvd., Mentor, Ohio, 44060. Mrs. Kipp is a
housewife. During the last five years, Mr. and Mrs. Kipp have not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and have not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which resulted in
their being subject to a judgement, decree or final order enjoining future
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violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws. Mr. and Mrs. Kipp are citizens of the United States of America.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Other than the Wiseco Plan, there are no contracts, arrangements,
understandings, or relationships (legal or otherwise) between Mr. Anderson
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 stock beneficially
owned by Mr. Anderson is pledged or otherwise subject to a contingency, the
occurrence of which would give another person voting power of 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, 1996
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Date
(s) Robert L. Anderson
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Robert L. Anderson
