SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(RULE 13e-100)
(Amendment No. 3)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
CENTRAL FEDERAL CORPORATION
(Name of the Issuer)
Central Federal Corporation
(Names of Person Filing Statement)
Common Stock, par value $0.0l per share
(Title of Class of Securities)
15346Q103
(CUSIP Number of Class of Securities)
Eloise L. Mackus
Central Federal Corporation
2923 Smith Road
Fairlawn, Ohio 44333
330.666.7979
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
Copies to:
Stanley E. Everett
Brouse McDowell, A Legal Professional Association
Suite 500, 388 South Main Street
Akron, Ohio 44311-4407
330.535.5711
This statement is filed in connection with (check the appropriate box):
[X] The filing of solicitation materials or an information statement subject to
Regulation 14A, Regulation 14C or Rule13e-3(c) under the Securities Exchange
Act of 1934
[ ] The filing of a registration statement under the Securities Act of 1933
[ ] A tender offer
[ ] None of the above
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
INTRODUCTION
This Amendment No. 3 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (the
"Statement") is submitted by Central Federal Corporation, a Delaware corporation
(the "Company"). This Statement relates to a proposed amendment to the Company's
Certificate of Incorporation to effect a one-for-325 reverse stock split of the
Company's common stock in order to effect a going private transaction.
In connection with the going private transaction, the Company filed a definitive
proxy statement with the Securities and Exchange Commission on February 11,
2005. The proposed reverse split was approved by the Company's stockholders on
March 14, 2005. However, on March 17, 2005, the Company's Board of Directors
determined that the proposed split was not in the best interests of the
Company's stockholders, and, accordingly, the Board issued a press release on
March 18, 2005 announcing that the Company had abandoned the proposed split and
would not proceed with the going private transaction. A copy of the press
release is included as an exhibit to this Schedule 13E-3.
Item 15 Additional Information
(b) Other Material Information.
On March 18, 2005, the Company issued a press release announcing
that it had abandoned the reverse stock split approved by
stockholders on March 14, 2005 and would not proceed with the
going private transaction. The Company's Board of Directors
determined that the split was not in the best interest of the
Company's stockholders.
Item 16 Exhibits
(a) Disclosure Materials. Press release dated March 18, 2005.
SIGNATURE
After due 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.
Central Federal Corporation
By: /s/Mark S. Allio
-------------------------
Mark S. Allio
President and
Chief Executive Officer
Date: March 22, 2005