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): December 9, 2009
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FIRSTFED
FINANCIAL CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-9566
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95-4087449
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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12555
W. Jefferson Boulevard
Los
Angeles, California
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90066
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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: (310) 302-5600
____________________
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:
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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
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
December 9, 2009, Babette Heimbuch tendered her resignation as Chief Executive
Officer and as a member of the Board of Directors of FirstFed Financial Corp.
(the “Company”) and its wholly-owned banking subsidiary, First Federal Bank of
California, FSB (the “Bank”), effective December 31, 2009. Ms.
Heimbuch will cease serving as Chairman of the Board of Directors of the Company
and the Bank effective immediately. Ms. Heimbuch’s resignation did
not result from any disagreement with the Company concerning any matter relating
to the Company’s operations, policies or practices.
James
Giraldin, who currently serves as President and Chief Operating Officer and as a
member of the Board of Directors of the Company and the Bank, will become Chief
Executive Officer and President, effective January 1, 2010.
Mr.
Giraldin, age 57, has served as President and as a member of the Board of
Directors of the Company and the Bank since April 2002, and as Chief Operating
Officer of the Company and the Bank since 1997. Mr. Giraldin joined
the Company and the Bank in 1992 as Executive Vice President and Chief Financial
Officer. Prior to joining the Company and the Bank, Mr. Giraldin was
Chief Executive Officer of Irvine City Bank for five years. He
previously served as Chief Financial Officer for two other savings and loan
associations and was a certified public accountant with KPMG
LLP. Mr. Giraldin is on the Executive Board of the Boys and
Girls Clubs of Santa Monica.
Item
7.01. Regulation FD Disclosure.
On
December 11, 2009, the Company issued a press release announcing the resignation
of Ms. Heimbuch as Chief Executive Officer and as a member of the Board of
Directors of the Company and the Bank, and the appointment of Mr. Giraldin as
Chief Executive Officer of the Company and the Bank. A copy of the
press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K. The information furnished pursuant to Item 7.01 and Exhibit 99.1
of this Current Report on Form 8-K shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934 , as amended
(the “Exchange Act”) or otherwise subject to the liability of that section, nor
shall it be deemed incorporated by reference into any registration statement or
other document pursuant to the Securities Act or the Exchange Act, except as
expressly stated by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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99.1
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Press
Release dated December 11, 2009.
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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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FIRSTFED
FINANCIAL CORP.
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(Registrant)
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December
11, 2009
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By:
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/s/
Douglas J.
Goddard
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Douglas
J. Goddard
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Chief
Financial Officer
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INDEX
TO EXHIBITS
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Exhibit No.
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Description
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99.1
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Press
Release dated December 11, 2009.
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Exhibit
99.1
FIRSTFED
FINANCIAL CORP. ANNOUNCES RETIREMENT OF BABETTE HEIMBUCH
LOS
ANGELES, Calif. (December 11, 2009) – FirstFed Financial Corp. (OTS-FFED.PK, the
“Company”) announced today that Babette Heimbuch, chairman and chief executive
officer, has resigned as chairman of the board of the Company and its
wholly-owned subsidiary, First Federal Bank of California (the “Bank”),
effective December 9, 2009. In addition, she will retire as CEO
effective December 31, 2009 and resign from both boards at that
time. Ms. Heimbuch has been succeeded as chairman by Brian Argrett,
an independent director since 2006, and will be succeeded as CEO by James
Giraldin, who is currently the Company’s president and chief operating
officer.
Ms.
Heimbuch, who joined the Bank in 1982 as chief financial officer, was appointed
chairman and CEO of the Company and the Bank in 1996. Under Ms. Heimbuch’s
leadership, the Bank grew to 39 branches and $6.2 billion in assets as of
September 30, 2009.
“My hope
was to have transitioned to retirement earlier, but I stayed on because of the
economy and the challenges that the Bank has encountered,” Ms. Heimbuch said.
“Now, both the Bank and the economy are experiencing positive trends, and I am
confident that the executive team at First Federal Bank of California is
well-positioned to complete our capital-raising effort.” Ms. Heimbuch noted that
she is most pleased with the success of the Bank’s innovative home loan
modification program, which has helped thousands of families keep their
homes.
Mr.
Argrett, who is President and CEO of private-equity firm Fulcrum Capital Group
LLC, thanked Ms. Heimbuch for her 27 years of service. “Babette has
guided the Bank through good times and very difficult times in its 80-year
history as a community bank and has built an excellent management
team.”
That
management team will be led by Mr. Giraldin as CEO and President. Mr.
Giraldin joined the Company and the Bank in 1992 as CFO, and was promoted to COO
in 1997. In 2002, he was named president and appointed to the Company and Bank
boards. Douglas Goddard will continue in the role of CFO, a position
he has held since 1997. Shannon Millard, who joined the Bank in 1992,
will remain as president of the retail banking division, a position she has held
since March 2007. David Anderson will continue as chief credit
officer, a position he has held since 2004.
“After
several years of a difficult banking environment, our Bank has reported nine
consecutive months of declining delinquencies, the last six of which have also
shown decreasing loss rates,” Mr. Giraldin said. “Congress has passed
the Worker, Homeownership and Business Assistance Act of 2009, which bolsters
our capital position. Our loan modification program has reduced the risk of
losses in our mortgage portfolio, and our retail deposits are growing,” he
said. Mr. Giraldin noted that he is “especially pleased to be working
with a tenured team that is helping the Bank work through this difficult
environment.”
The
Company also announced that William Rutledge, an independent director since
1995, has become vice chairman of the board. Mr. Rutledge was
president and CEO of Allegheny-Teledyne Inc., a leading specialty metals
producer, until 1997. He serves on several corporate
boards.
About
FirstFed Financial Corp.
FirstFed
Financial Corp. is a savings and loan holding company. The Company
owns and operates First Federal Bank of California, a federally chartered
savings association. The Company’s principal executive offices are
located at 12555 W. Jefferson Boulevard, Los Angeles, California 90066, and its
telephone number is (310) 302-5600. Information about the Company,
including corporate background and press releases, is available through the
Company’s website at www.firstfedca.com.
Forward-Looking
Statements
This
press release contains certain forward-looking statements. These forward-looking
statements are subject to various risks and uncertainties, many of which are
beyond the Company’s control, which could cause actual results to differ
materially from such statements. Such risks and uncertainties include, but are
not limited to, the ability and willingness of borrowers to pay their mortgage
loans, which is affected by external factors such as interest rates, the
California real estate market and the strength of the California market, in
particular employment levels; fluctuations between consumer interest rates and
the cost of funds; federal and state regulation of lending, deposit and other
operations, including the regulatory enforcement actions to which the Company
and the Bank are currently, and may in the future be, subject; competition for
financial products and services within the Bank’s market areas; operational and
infrastructural risks; capital market activities; critical accounting estimates;
and such other factors as are described in greater detail in the Company’s
filings with the Securities and Exchange Commission, including, without
limitation, Item 1A. Risk Factors of the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2008. Unless legally required,
the Company disclaims any obligation to update any forward-looking statements,
whether as a result of new information, future events or otherwise.
CONTACT
INFORMATION:
James P.
Giraldin
President
and Chief Operating Officer
FirstFed
Financial Corp.
(310)
302-1713