As filed with the Securities and Exchange Commission on January 3, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 to
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
FFY FINANCIAL CORP.
(Name of issuer)
FFY FINANCIAL CORP.
(Name of Person(s) Filing Statement)
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
30242U 10 8
(CUSIP Number of Class of Securities)
Jeffrey L. Francis
FFY Financial Corp.
724 Boardman-Poland Road
Youngstown, Ohio 44512
(330) 726-3396
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the Person(s) Filing
Statement)
Copies to:
James S. Fleischer, P.C.
Martin L. Meyrowitz, P.C.
Silver, Freedman & Taff, L.L.P.
1100 New York Avenue, N.W.
Washington, D.C. 20005
(202) 414-6100
(Agent for Service of Process)
November 20, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$39,000,000 $7,800
* Calculated solely for the purpose of determining the filing fee, based
upon the purchase of 1,500,000 shares at the maximum tender offer price
of $26.00 per share.
[X] Check box if any of the fee is offset as provided by 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 or Schedule and the date of its filing.
Amount Previously Paid: $7,800 Filing Party: FFY Financial Corp.
Form or Registration No.: Schedule 13E-4 Date Filed: November 20, 1996
This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement"), dated November 20, 1996,
filed by FFY Financial Corp. (the "Company"), a Delaware corporation,
relating to the Company's offer to purchase up to 1,500,000 shares of its
common stock, par value $.01 per share (the "Shares"), at a purchase price
not greater than $26.00 nor less than $24.00 per Share upon the terms and
conditions set forth in the Offer to Purchase and related Letter of
Transmittal (which together constitute the "Offer"), copies of which are
attached as Exhibits 9(a)(1) and 9(a)(2), respectively, to the Statement.
Capitalized terms used herein but not otherwise defined shall have the
meanings assigned to such terms in the Offer to Purchase.
Item 1. Security and Issuer.
The Offer expired at 5:00 p.m., New York time, on Friday, December 20,
1996. Pursuant to the Offer, the Company purchased 808,000 Shares at a
purchase price of $26.00 per Share.
Item 8. Additional Information.
On December 23, 1996, the Company issued a press release announcing
the preliminary results of the Offer, a copy of which is attached hereto as
Exhibit 9(a)(10) which is incorporated herein by reference. On December 30,
1996, the Company issued a press release announcing the final results of the
Offer a copy of which is attached hereto as Exhibit 9(a)(11), which is
incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended to include the following additional exhibits:
(a)(10) Text of Press Release issued by the Company, dated December
23, 1996.
(a)(11) Text of Press Release issued by the Company, dated December
30, 1996.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13E-4 is true,
complete and correct.
January 3, 1997 FFY FINANCIAL CORP.
By: Jeffrey L. Francis
President and Chief Executive Officer
Exhibit 9(a)(10)
CONTACTS:
Jeff Francis, President and CEO, or Michael Brinn
Terri Liutkus, Treasurer of FFY Financial D. F. King & Co., Inc.
(330) 726-3396 (212) 269-5550
For Immediate Release
Monday, December 23, 1996
FFY Financial Corp. Announces Preliminary Results of Tender Offer
Youngstown, OH, December 23, 1996 - FFY Financial Corp. (NASDAQ:
FFYF) announced today preliminary results of the Modified Dutch Auction
Tender Offer that expired on Friday, December 20, 1996 at 5:00 p.m. New York
City time. Based upon a preliminary count, shareholders tendered
approximately 808,000 shares. Subject to verification, the price will be
$26.00 per share for all shares purchased in the tender. Both the number of
shares and the share price set forth above are preliminary and are subject
to verification by The Fifth Third Bank, which acted as the Depositary in
the Offer. The actual number of shares to be purchased and the price per
share will be announced within several days upon completion of the
verification process.
The tender offer was commenced on November 20, 1996. Under the terms
of the offer, FFY Financial offered to repurchase up to 1.5 million shares
of its common stock within a price range of $24 per share to $26 per share.
Based upon the preliminary results, the value of the shares to be purchased
will be $21.0 million. The preliminary number of shares to be purchased
represents approximately 15.8 percent of FFY Financial's 5.1 million shares
of common stock outstanding on September 30, 1996.
FFY Financial Corp. is a savings and loan holding Company based in
Youngstown, Ohio and has approximately $603 million in total assets. Its
subsidiary bank, First Federal Savings Bank of Youngstown has 10 banking
offices and one limited service lending facility serving the Youngstown
metropolitan area of northeast Ohio.
Exhibit 9(a)(11)
CONTACTS:
Jeff Francis, President and CEO, or
Terri Liutkus, Treasurer of FFY Financial
(330) 726-3396
For Immediate Release
Monday, December 30, 1996
FFY Financial Corp. Announces Final Results of Tender Offer
Youngstown, OH, December 30, 1996 - FFY Financial Corp. (NASDAQ:
FFYF) announced today final results of the Modified Dutch Auction Tender
Offer that expired on Friday, December 20, 1996 at 5:00 p.m. New York City
time. Consistent with preliminary results released December 23, 1996, FFY
Financial Corp. will purchase 808,000 shares at $26.00 per share. The value
of the shares to be purchased is $21.0 million and the number of shares to
be purchased represents approximately 15.8 percent of FFY Financial's 5.1
million shares of common stock outstanding on September 30, 1996. At the
transaction, there will be 4.3 million shares of common stock outstanding.
The tender offer was commenced on November 20, 1996 whereby FFY
Financial offered to purchase up to 1.5 million shares of its common stock
within a price range of $24 per share to $26 per share.
FFY Financial Corp. is a savings and loan holding Company based in
Youngstown, Ohio with approximately $603 million in total assets at
September 30, 1996. Its subsidiary bank, First Federal Savings Bank of
Youngstown has 10 banking offices and one limited service lending facility
serving the Youngstown metropolitan area of northeast Ohio.
