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): June 14, 2005
FIRSTFED FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Delaware 1-9566 95-4087449
(State of Incorporation)(Commission File No.)(IRS Employer Identification No.)
401 Wilshire Boulevard, Santa Monica, California, 90401-1490
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 319-6000
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a 12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act 917 CFR 240.13e-4(c))
ITEM 8.01 Other Events
On June 14, 2005, the Registrant issued a press release announcing its
intention to commence a private placement of $50 million of senior debentures.
The full text of the press release, issued pursuant to Rule 135c of the
Securities Act of 1933, as amended (the "1933 Act"), is filed as Exhibit 99.1 to
this Form 8-K.
The securities described in the press release will not be registered under
the 1933 Act, or any state securities laws, and may not be offered or sold in
the United States absent registration under, or an applicable exemption from,
the registration requirements of the 1933 Act and applicable state securities
laws. This Form 8-K does not constitute an offer to sell these securities nor is
it a solicitation of an offer to purchase these securities.
ITEM 9.01 Exhibits
99.1 Press Release dated June 14, 2005
S I G N A T U R E S
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 thereunto duly authorized.
FIRSTFED FINANCIAL CORP.
Dated: June 14, 2005 By: /s/ Douglas J. Goddard
----------------------
Douglas J. Goddard
Chief Financial Officer
Exhibit 99.1
FIRSTFED ANNOUNCES PROPOSED $50 MILLION SENIOR DEBENTURES OFFERING
Santa Monica, California, June 14, 2005 -- FirstFed Financial Corp.
(NYSE-FED), parent company of First Federal Bank of California, today announced
that it proposes to offer $50 million of senior debentures due 2015 (the
"Debentures") to qualified institutional buyers. The issuance is exempt from
registration and eligible for transfer pursuant to Rule 144A under the
Securities Act of 1933, as amended. Although no assurances can be given, the
sale of the Debentures is expected to close on June 15, 2005.
The Company plans to use the net proceeds from this offering to finance the
growth of the Company's subsidiary, First Federal Bank of California and for
general corporate purposes.
The Debentures have not been registered under the Securities Act of 1933 or
applicable state securities laws, and unless so registered, may not be offered
or sold in the United States, except pursuant to an applicable exemption from
the registration requirements of the Securities Act of 1933, as amended, and
applicable state securities laws. The Debentures may only be offered or sold to
accredited investors under an exemption from the registration requirements of
the Securities Act. This press release shall not constitute an offer to sell or
the solicitation of an offer to buy the Debentures. This press release is being
issued pursuant to and in accordance with Rule 135c under the Securities Act of
1933, as amended, and pursuant to an exemption from the registration
requirements of the Securities Act of 1933 and applicable state laws.
This news release contains certain forward-looking statements made pursuant
to the safe harbor provisions of the Private Securities Litigation Act of 1995.
All statements, other than statements of historical facts, included in the press
release that address future activities, events or developments, including such
things as the Company's ability to complete the above-described private
placement on a timely basis, if at all, or on terms and conditions acceptable to
the Company, capital expenditures and expansion and growth of the Company's
subsidiary business and operations, are forward looking statements. These
forward-looking statements are subject to various factors, many of which are
beyond the Company's control, which could cause actual results to differ
materially from such statements. Such factors include, but are not limited to,
the possibility that the transaction discussed herein may not close and general
economic, market or business conditions as well as other factors which are
beyond the control of the Company. In addition, these forward-looking statements
are subject to assumptions as to future business strategies and decisions that
are subject to change. The Company makes no guarantees or promises regarding
future results and assumes no responsibility to update such forward-looking
statements. All of the forward-looking statements made in this press release are
qualified by these cautionary statements and there can be no assurance that the
actual results anticipated by the Company, including the completion of the sale
of any securities pursuant to the private placement, will be realized or, even
if substantially realized, that they will have the expected consequences to or
effects on the Company or its business or operations.
Contact: Douglas Goddard, Executive Vice President
(310) 319-6014