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): November 22, 2009
FINANCIAL FEDERAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 001-14237 88-0244792
(State of incorporation) (Commission file number) (I.R.S. Employer
Identification No.)
730 Third Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code)
(212) 599-8000
(Registrant's telephone number, including area code)
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[X] 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 (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On November 22, 2009, People's United Financial, Inc.
("People's United") and Financial Federal Corporation ("Financial
Federal") entered into an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which People's United will acquire
Financial Federal.
Subject to the terms and conditions of the Merger Agreement,
which has been approved by the boards of directors of both
companies, Financial Federal will be merged with and into People's
United (the "Merger"). Upon effectiveness of the Merger, each
outstanding share of Financial Federal's common stock, other than
shares owned by People's United or Financial Federal, will be
converted into the right to receive a combination of (i) one share
of common stock of People's United and (ii) $11.27 in cash, without
interest.
Consummation of the Merger is subject to certain conditions,
including, among others, the approval of the Merger Agreement by
Financial Federal's stockholders and the receipt of required
regulatory approvals. The Merger Agreement contains customary
representations, warranties and covenants of People's United and
Financial Federal. Financial Federal has also agreed to call a
meeting of its stockholders to consider approval of the Merger and
that the Financial Federal board of directors will recommend
approval of the Merger Agreement by Financial Federal's
stockholders, subject to certain exceptions to permit the Financial
Federal directors to comply with their fiduciary duties.
Financial Federal has generally agreed not to solicit proposals
relating to alternative business combination transactions, enter
into discussions or negotiations concerning, or provide confidential
information in connection with, alternative business combination
transactions or approve an alternative business combination
transaction. However, the Merger Agreement permits Financial
Federal to take one or more of the prohibited actions referred to
above, subject to the provisions of the Merger Agreement, in
response to certain unsolicited business combination proposals. If
Financial Federal concludes that an alternative business combination
proposal is a superior proposal, upon compliance with the applicable
terms of the Merger Agreement, Financial Federal may terminate the
Merger Agreement (subject to its payment of the termination fee
referred to below).
The Merger Agreement contains certain termination rights for
both People's United and Financial Federal and further provides
that, upon the termination of the Merger Agreement under specified
circumstances, generally including an alternative business
combination transaction, Financial Federal will owe People's United
a cash termination fee of up to $25,830,000.
The foregoing description of the Merger Agreement is included
to provide information regarding its terms. It does not purport to
be a complete description and is qualified in its entirety by
reference to the full text of the Merger Agreement, which is filed
as Exhibit 2.1 hereto and is incorporated herein by reference. The
Merger Agreement contains customary representations and warranties
of People's United and Financial Federal made to each other as of
specific dates. The assertions embodied in those representations and
warranties were made solely for purposes of the contract between
People's United and Financial Federal and are not intended to
provide factual, business, or financial information about People's
United or Financial Federal. Moreover, some of those representations
and warranties may not be accurate or complete as of any specified
date, may be subject to a contractual standard of materiality
different from those generally applicable to stockholders or may
have been used for purposes allocating risk between People's United
and Financial Federal rather than establishing matters as facts.
Additional Information
----------------------
This communication is being made in respect of the proposed Merger
involving People's United and Financial Federal. In connection with
the proposed Merger, People's United will file with the Securities
and Exchange Commission (the "SEC") a Registration Statement on Form
S-4 that will include a proxy statement of Financial Federal that
also constitutes a prospectus of People's United. Financial Federal
will mail the proxy statement/prospectus to its stockholders.
Investors and security holders are urged to read the proxy
statement/prospectus regarding the proposed Merger when it becomes
available because it will contain important information. You may
obtain a free copy of the proxy statement/prospectus (when
available) and other related documents filed by People's United and
Financial Federal with the SEC at the SEC's website at www.sec.gov.
The proxy statement/prospectus (when it is available) and the other
documents may also be obtained for free by accessing People's United
website at www.peoples.com under the tab "Investor Relations" and
then under the heading "Financial Information" or by accessing
Financial Federal's website at www.financialfederal.com under the
tab "Investor Relations - SEC Filings".
Participants in this Transaction
--------------------------------
People's United, Financial Federal and their respective
directors, executive officers and certain other members of
management and employees may be soliciting proxies from Financial
Federal stockholders in favor of the Merger. Information
regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of the Financial
Federal stockholders in connection with the proposed Merger will
be set forth in the proxy statement/prospectus when it is filed
with the SEC. You can find information about the executive
officers and directors of People's United in its Annual Report on
Form 10-K for the year ended December 31, 2008 and in its
definitive proxy statement filed with the SEC on March 25, 2009.
You can find information about Financial Federal's executive
officers and directors in its Annual Report on Form 10-K for the
year ended July 31, 2009 and in its definitive proxy statement
filed with the SEC on November 5, 2009. You can obtain free
copies of these documents from People's United or Financial
Federal using the contact information above.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are filed herewith:
2.1 Agreement and Plan of Merger, dated as
of November 22, 2009, by and between
People's United Financial, Inc. and
Financial Federal Corporation
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.
FINANCIAL FEDERAL CORPORATION
-----------------------------
(Registrant)
By: /s/ Steven F. Groth
-------------------------
Senior Vice President and
Chief Financial Officer
(Principal Financial
Officer)
November 24, 2009
-----------------
(Date)
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- -------------------------------------------------
2.1 Agreement and Plan of Merger, dated as of
November 22, 2009, by and between People's
United Financial, Inc. and Financial Federal
Corporation