UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO/A
Amendment No. 1
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.
[x] 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: $5,125 Filing Party: Financial Federal
Corporation
Form or Registration No.: SC TO-I/ Date Filed: March 4, 2009
[ ] 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: [x]
INTRODUCTORY STATEMENT
This Amendment No. 1 filed by Financial Federal
Corporation, a Nevada corporation (the "Company") is the
final amendment to the Tender Offer Statement on Schedule TO
("Schedule TO"), filed by the Company on March 4, 2009, with
respect to the right of each holder (a "Holder") of the
Company's 2% Convertible Senior Debentures due 2034 (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, dated as of April 12,
2004, between the Company and Deutsche Bank Trust Company
Americas, as trustee (the "Trustee" ), the Debentures, and
the Company Repurchase Notice, dated March 4, 2009 (the "Put
Option").
The Schedule TO, as amended and supplemented by this
Amendment No. 1, is intended to satisfy the filing and
disclosure requirements of Rules 13e-4(c)(4) under the
Securities Exchange Act of 1934, as amended.
Items 1 through 11.
The Schedule TO is hereby amended and supplemented by adding
the following:
The Put Option expired at 5:00 p.m., New York City
time, on April 15, 2009. The Company has been advised by the
Trustee, as paying agent (the "Paying Agent"), that
Debentures in an aggregate principal amount of $132,700,000
were validly tendered and not withdrawn for repurchase. The
Company has accepted for repurchase all such Debentures at a
purchase price equal to 100% of the principal amount.
Accordingly, the aggregate purchase price for all of the
Debentures validly tendered for repurchase was $132,700,000.
The Company has forwarded cash in payment of the aggregate
purchase price to the Paying Agent for distribution to the
Holders. Following the purchase no Debentures remain
outstanding.
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.
* previously filed
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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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: April 16, 2009
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EXHIBIT INDEX
(a)(1)(A) Company Notice to Holders of 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.
* previously filed
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