UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
FINANCIAL FEDERAL CORPORATION
(Name of Subject Company (Issuer))
FINANCIAL FEDERAL CORPORATION
(Name of Filing Person (Issuer))
2% Convertible Senior Debentures Due 2034
(Title of Class of Securities)
317492 AE 6 and 317492 AF 3
(CUSIP Number of Class of Securities)
Copy to:
Troy H. Geisser D. Michael Lefever, Esq.
Senior Vice President and Secretary Covington & Burling LLP
Financial Federal Corporation 1201 Pennsylvania Avenue, N.W.
733 Third Avenue, New York, NY 10017 Washington, D.C. 20004
(212) 599-8000 (202) 662-6000
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing person)
CALCULATION OF FILING FEE
Transaction Valuation*: $132,700,000 Amount of Filing Fee**: $5,215
* Calculated solely for purposes of determining the filing fee. This amount
represents the maximum aggregate purchase price payable in connection with
the purchase of the 2% Convertible Senior Debentures Due 2034 (the
"Debentures") on April 15, 2009 (the "Purchase Date"), pursuant to the
indenture.
** The amount of the filing fee was calculated in accordance with Rule 0-11
of the Securities Exchange Act of 1934, as amended, and equals $39.30 for
each $1,000,000 of the value of the transaction.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Not applicable Filing Party: Not applicable
Form or Registration No.: Not Date Filed: Not applicable
applicable
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
this statement relates:
[ ] third-party tender offer subject [ ] going-private transaction
to Rule 14d-1. subject to Rule 13e-3.
[x] issuer tender offer subject to [ ] amendment to Schedule 13D
Rule 13e-4. under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
INTRODUCTORY STATEMENT
As required by, and pursuant to the terms of and subject to the
conditions set forth in, the Indenture, dated as of April 12, 2004
(the "Indenture"), between Financial Federal Corporation, a Nevada
corporation (the "Company"), and Deutsche Bank Trust Company Americas,
as trustee (the "Trustee"), for the Company's 2% Convertible Senior
Debentures Due 2034 (the "Debentures"), this Tender Offer Statement on
Schedule TO (the "Schedule TO") is filed by the Company with respect
to the right of each holder of the Debentures to sell, and the
obligation of the Company to purchase, the Debentures, upon the terms
and subject to the conditions set forth in the Indenture, the
Debentures, the Company Repurchase Notice, dated March 4, 2009 (the
"Company Repurchase Notice"), and the related notice materials filed
as exhibits to this Schedule TO (collectively, as amended or
supplemented from time to time, the "Put Option"). This Schedule TO
is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2)
under the Securities Exchange Act of 1934.
Items 1 through 9.
The Company is the issuer of the Debentures and is obligated to
purchase all of the Debentures on April 15, 2009 if tendered by the
holders under the terms and subject to the conditions set forth in the
Put Option. Subject to the terms, conditions and adjustments specified
in the Indenture and the Debentures, the Debentures are convertible
into cash and, depending on the conversion price, shares of the
Company's common stock, par value $0.50 per share (the "Common
Stock"), in the circumstances and in accordance with the terms and
conditions set forth in the Indenture.
The Company maintains its principal executive offices at 733
Third Avenue, New York, NY 10017; the main telephone number at that
address is (212) 599-8000. As permitted by General Instruction F to
Schedule TO, all of the information set forth in the Put Option is
incorporated by reference into this Schedule TO.
Item 10. Financial Statements.
(a) Pursuant to Instruction 2 to Item 10 of Schedule TO, the
Company's financial condition is not material to a holder's decision
whether to put the Debentures to the Company because (i) the
consideration being paid to holders surrendering Debentures consists
solely of cash, (ii) the Put Option is not subject to any financing
conditions, (iii) the Put Option applies to all outstanding
Debentures and (iv) the Company is a public reporting company that
files reports electronically on EDGAR.
(b) The pro forma effect of the transaction on the Company's
financial statements is not material.
Item 11. Additional Information.
(a) None.
(b) None
Item 12. Exhibits.
(a)(1)(A) Repurchase Notice to Holders of Financial Federal
Corporation 2% Convertible Senior Debentures Due 2034,
dated March 4, 2009.
(b) Not applicable.
(d)(1) Indenture, dated as of April 12, 2004, between the
Company and Deutsche Bank Trust Company Americas, as
Trustee (incorporated by reference to Exhibit 4.15 to
the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 22, 2004).
(g) Not applicable.
(h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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.
FINANCIAL FEDERAL CORPORATION
By: /s/ Steven F. Groth
----------------------------------
Name:
Title: Senior Vice President
and Chief Financial Officer
Dated: March 4, 2009
EXHIBIT INDEX
(a)(1)(A) Repurchase Notice to Holders of Financial Federal
Corporation 2% Convertible Senior Debentures Due 2034,
dated March 4, 2009.
(b) Not applicable.
(d)(1) Indenture, dated as of April 12, 2004, between the
Company and Deutsche Bank Trust Company Americas, as
Trustee (incorporated by reference to Exhibit 4.15 to
the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 22, 2004).
(g) Not applicable.
(h) Not applicable.