<SEC-DOCUMENT>0000950152-05-002368.txt : 20120618
<SEC-HEADER>0000950152-05-002368.hdr.sgml : 20120618
<ACCEPTANCE-DATETIME>20050322105314
ACCESSION NUMBER:		0000950152-05-002368
CONFORMED SUBMISSION TYPE:	SC 13E3/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20050322
DATE AS OF CHANGE:		20050322

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CENTRAL FEDERAL CORP
		CENTRAL INDEX KEY:			0001070680
		STANDARD INDUSTRIAL CLASSIFICATION:	SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035]
		IRS NUMBER:				341877137
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13E3/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-55853
		FILM NUMBER:		05695791

	BUSINESS ADDRESS:	
		STREET 1:		C/O CENTRAL FEDERAL BANK
		STREET 2:		601 MAIN ST
		CITY:			WELLSVILLE
		STATE:			OH
		ZIP:			43968
		BUSINESS PHONE:		3305321517

	MAIL ADDRESS:	
		STREET 1:		C/O CENTRAL FEDERAL BANK
		STREET 2:		601 MAIN ST
		CITY:			WELLSVILLE
		STATE:			OH
		ZIP:			43968

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GRAND CENTRAL FINANCIAL CORP
		DATE OF NAME CHANGE:	19980918

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CENTRAL FEDERAL CORP
		CENTRAL INDEX KEY:			0001070680
		STANDARD INDUSTRIAL CLASSIFICATION:	SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035]
		IRS NUMBER:				341877137
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13E3/A

	BUSINESS ADDRESS:	
		STREET 1:		C/O CENTRAL FEDERAL BANK
		STREET 2:		601 MAIN ST
		CITY:			WELLSVILLE
		STATE:			OH
		ZIP:			43968
		BUSINESS PHONE:		3305321517

	MAIL ADDRESS:	
		STREET 1:		C/O CENTRAL FEDERAL BANK
		STREET 2:		601 MAIN ST
		CITY:			WELLSVILLE
		STATE:			OH
		ZIP:			43968

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GRAND CENTRAL FINANCIAL CORP
		DATE OF NAME CHANGE:	19980918
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13E3/A
<SEQUENCE>1
<FILENAME>l12936asc13e3za.txt
<DESCRIPTION>CENTRAL FEDERAL CORPORATION  FORM SC 13E3/A
<TEXT>
<PAGE>
                       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


<PAGE>




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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>l12936aexv99.txt
<DESCRIPTION>EXHIBIT 99
<TEXT>
<PAGE>


                                                                      Exhibit 99

PRESS RELEASE


FOR IMMEDIATE RELEASE

DATE:      March 18, 2005
COMPANY:   Central Federal Corporation
           2923 Smith Road
           Fairlawn, Ohio  44333
CONTACT:   Mark S. Allio
           Vice Chairman, President and CEO
PHONE:     330.576.1334                     FAX: 330.666.7959

CENTRAL FEDERAL CORPORATION ANNOUNCES REVERSE STOCK SPLIT ABANDONED AND DIVIDEND
--------------------------------------------------------------------------------
DECLARED
--------

Fairlawn, Ohio - March 18, 2005 - Central Federal Corporation (NASDAQ: GCFC)
announced today that the Company's Board of Directors decided against proceeding
with a one-for-325 shares reverse stock split. The Company's stockholders
approved the reverse stock split at a special meeting of stockholders held last
Monday, March 14, 2005.

The Company had announced in October 2004 that it would ask stockholders to
approve a reverse stock split in an effort to ease the economic and management
burden of complying with the Sarbanes-Oxley Act of 2002 and federal securities
laws. The Board of Directors established a reverse stock split ratio of
1-for-500 shares and set $14.50 per share as a fair price to compensate
stockholders who held fewer than 500 shares on the effective date and who would
no longer remain stockholders of the Company after the effective date. As
discussed in the Company's February 2, 2005 press release, large numbers of
individuals had purchased share lots in quantities of 499 or fewer shares. The
dramatic increase in shares held by stockholders who owned fewer than 500 shares
had increased substantially the cost of the Company's effecting its going
private transaction.

As discussed in the Company's February 11, 2005 press release, the Board of
Directors revised the ratio of the reverse stock split to 1-for-325 shares in an
effort to reduce the aggregate cost of repurchasing shares. The Board had
recognized the earlier arbitrage activity and reserved the right to abandon the
transaction following stockholder approval in the interest of the Company and
its stockholders if the costs of the transaction were expected to exceed $2
million.

After the reverse split ratio was changed from one-for 500 shares to one-for-325
shares, a significant number of stockholders became owners of fewer than 325
shares. Since the capital cost of effecting the transaction would be greater
than the $2 million benchmark, the Board decided not to proceed with the
transaction. The Board

<PAGE>

concluded, in its fiduciary capacity, that expenditure of capital in excess of
$2 million would not be prudent. Chairman of the Board David C. Vernon observed:

     Apparent attempts to arbitrage the premium the Company was willing to pay
     to those who would no longer remain stockholders after a reverse stock
     split dramatically drove up the cost of the transaction beyond a figure the
     Board believes is reasonable to spend. Use of the increased capital that
     would be necessary to proceed with a reverse stock split is not in the best
     interest of Central Federal Corporation's stockholders.

Central Federal Corporation is executing a growth strategy, and the Company
plans to employ and acquire capital to effectuate the growth.

In other action, the Board of Directors declared a cash dividend of 9 cents per
share on its common stock to be paid on April 15 to stockholders of record on
April 4, 2005.


ABOUT CENTRAL FEDERAL CORPORATION AND CFBANK

Central Federal Corporation (Nasdaq: GCFC), the holding company for CFBank, was
organized as a Delaware corporation in September 1998 in connection with the
bank's conversion from a mutual to stock organization, which was completed on
December 30, 1998. CFBank is a community-oriented financial services company
founded in 1892. Its home office is in Fairlawn, Ohio. It operates two
additional offices in Columbiana County, Ohio, and one in Columbus, Ohio.
Reserve Mortgage Services, Inc., an Ohio corporation, became a wholly owned
subsidiary of CFBank in October 2004.

This release contains certain forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. We intend these
forward-looking statements to be subject to the safe harbor created by that
provision. These forward-looking statements involve risks and uncertainties and
include, but are not limited to, statements regarding future events and our
plans, goals and objectives. Our actual results may differ materially from these
statements. Although we believe the assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove to be inaccurate.
Therefore, we can give no assurances that the results contemplated in these
forward-looking statements will be realized. The inclusion of this
forward-looking information should not be regarded as a representation by our
Company or by any person that the future events, plans or expectations
contemplated by our Company will be achieved. Furthermore, past performance in
operations and share price is not necessarily predictive of future performance.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
