form8k_031811.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 16, 2011
CHEVIOT FINANCIAL CORP.
(Exact Name of Registrant as Specified in Charter)
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Federal
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0-50529
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56-2423750
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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3723 Glenmore Avenue, Cheviot, Ohio
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45211
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: (513) 661-0457
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01
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Completion of Acquisition or Disposition of Assets
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On March 16, 2011, Cheviot Financial Corp. (“Cheviot Financial”), and its wholly owned subsidiary, Cheviot Savings Bank, completed their acquisition of First Franklin Corporation (“First Franklin”) and its wholly-owned subsidiary, The Franklin Savings and Loan Company (“Franklin Savings”). The acquisition was consummated in accordance with an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 12, 2010, by and among Cheviot Financial Corp., Cheviot Savings Bank, Cheviot Merger Subsidiary, Inc., First Franklin and Franklin Savings.
At the effective time of the acquisition, each share of common stock, par value $0.01 per share, of First Franklin (other than shares owned by First Franklin, Cheviot Financial, Cheviot Savings Bank and Merger Subsidiary) was converted into the right to receive $14.50 in cash. Each First Franklin stock option outstanding at the time of the closing was converted into an amount of cash equal to the positive difference, if any, between $14.50 and the exercise price of such stock option. The aggregate consideration to be paid in the acquisition (including the cancellation of stock options) consists of approximately $24.6 million in cash.
The preceding is qualified in its entirety by reference to the Merger Agreement and a press release, which are attached as Exhibits 2.1 and 99.1 to this Current Report, respectively, and are incorporated by reference herein.
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Item 9.01
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Financial Statements and Exhibits.
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(a)
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Financial Statements of Businesses Acquired
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Financial statements are required by this Item will be filed by amendment to this Current Report no later than June 1, 2011.
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(b)
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Pro Forma Financial Information
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Pro forma financial information required by this Item will be filed by amendment to this Current Report no later than June 1, 2011.
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2.1
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Agreement and Plan of Merger, dated as of October 12, 2010, among Cheviot Financial Corp., Cheviot Merger Subsidiary, Inc., Cheviot Savings Bank, First Franklin Corporation and The Franklin Savings and Loan Company (incorporated by reference to Cheviot Financial Corp.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2011 (Commission File No. 0-50529))
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99.1
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Press Release dated March 16, 2011
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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CHEVIOT FINANCIAL CORP.
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Date: March 18, 2011
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By:
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Thomas J. Linneman
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President and Chief Executive Officer
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EXHIBIT INDEX
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2.1
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Agreement and Plan of Merger, dated as of October 12, 2010, among Cheviot Financial Corp., Cheviot Merger Subsidiary, Inc., Cheviot Savings Bank, First Franklin Corporation and The Franklin Savings and Loan Company (incorporated by reference to Cheviot Financial Corp.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2011 (Commission File No. 0-50529))
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99.1
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Press Release dated March 16, 2011
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