SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT RULE 13d-2(a)
(Amendment
No. )
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Central Federal
Corporation
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(Name of
Issuer)
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Common Stock
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(Title of Class of
Securities)
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MacNealy
Hoover Investment Management Inc.
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Harry
C.C. MacNealy
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200
Market Ave. North, Suite 200
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Canton,
Ohio 44702
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330-454-1010
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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December 15, 2009
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(Date of Event which Requires Filing of this
Statement)
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If the filing person has previously
filed a statement on Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box. x
Note. Schedules
filed in paper format shall include a signed original and five copies of the
schedule including all exhibits. See § 240.13d-7 for other
parties to whom copies are to be sent.
______________________________
The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The information required on the
remainder of this cover page shall not be deemed to be “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes)
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CUSIP
No. 15346Q103
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Page
2 of 9 Pages
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1
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name
of reporting person
i.r.s.
identification no. of above person (entities only)
MacNealy
Hoover Investment Management Inc.
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|
|
2
|
check
the appropriate box if a member of a group*
(see
instructions)
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(a) x
(b) ¨
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|
3
|
sec
use only
|
|
|
4
|
source
of funds (see instructions)
OO
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5
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check
if disclosure
of legal proceedings is required pursuant to
items 2(d)
or 2(e)
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¨
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6
|
citizenship
or place of organization
Ohio
|
|
|
number of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole
voting power
0
|
|
|
8
|
shared
voting power
366,701
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|
|
9
|
sole
dispositive power
0
|
|
|
10
|
shared
dispositive power
366,701
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|
|
11
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aggregate
amount beneficially owned by each reporting person
366,701
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|
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12
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check
if the aggregate amount in row (11) excludes certain shares
(see instructions)
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¨
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13
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percent
of class represented by amount in row 11
8.9%
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|
|
14
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type
of reporting person (see
instructions)
IA
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|
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CUSIP
No. 15346Q103
|
Page 3
of 9 Pages
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1
|
name
of reporting person
i.r.s.
identification no. of above person (entities only)
Harry
C.C. MacNealy
|
|
|
2
|
check
the appropriate box if a member of a group*
(see
instructions)
|
(a) x
(b) ¨
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|
3
|
sec
use only
|
|
|
4
|
source
of funds (see instructions)
PF
|
|
|
5
|
check
if disclosure of legal proceedings is required pursuant to
items 2(d)
or 2(e)
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¨
|
|
6
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citizenship
or place of organization
United
States of America
|
|
|
number of
shares
beneficially
owned
by
each
reporting
person
with
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7
|
sole
voting power
0
|
|
|
8
|
shared
voting power
366,701(1)
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|
|
9
|
sole
dispositive power
0
|
|
|
10
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shared
dispositive power
366,701(1)
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|
|
11
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aggregate
amount beneficially owned by each reporting person
366,701(1)
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|
|
12
|
check
if the aggregate amount in row (11) excludes certain shares
(see instructions)
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¨
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|
13
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percent
of class represented by amount in row 11
8.9%
|
|
|
14
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type
of reporting person (see
instructions)
IN
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(1) 366,701 shares held by MacNealy Hoover Investment
Management Inc., a
registered investment advisor of which Mr. MacNealy is Chief Executive Officer
and Chief Compliance Officer, of which 35,000 shares
are beneficially owned by Mr. MacNealy in his retirement account
and 20,000 shares are beneficially owned by Mr. MacNealey in
his trust. Mr. MacNealy disclaims
beneficial ownership of the 311,701 shares held by MacNealy Hoover not in his retirement account or
trust.
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CUSIP
No. 15346Q103
|
Page 4
of 9 Pages
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1
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name
of reporting person
i.r.s.
identification no. of above person (entities only)
Charles
H. Hoover
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|
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2
|
check
the appropriate box if a member of a group*
(see
instructions)
|
(a) x
(b) ¨
|
|
3
|
sec
use only
|
|
|
4
|
source
of funds (see instructions)
PF
|
|
|
5
|
check
if disclosure of legal proceedings is required pursuant to
items 2(d)
or 2(e)
|
¨
|
|
6
|
citizenship
or place of organization
United
States of America
|
|
|
number of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole
voting power
0
|
|
|
8
|
shared
voting power
366,701(1)
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|
|
9
|
sole
dispositive power
0
|
|
|
10
|
shared
dispositive power
366,701(1)
|
|
|
11
|
aggregate
amount beneficially owned by each reporting person
366,701(1)
|
|
|
12
|
check
if the aggregate amount in row (11) excludes certain shares
(see instructions)
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¨
|
|
13
|
percent
of class represented by amount in row 11
8.9%
|
|
|
14
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type
of reporting person (see
instructions)
IN
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(1)
366,701 are shares held by MacNealy Hoover Investment Management Inc., a
registered investment advisor of which Mr. Hoover is President, of which 4,000
shares are beneficially owned by Mr. Hoover in his retirement
account. Mr. Hoover disclaims beneficial ownership of the 362,701
shares held by MacNealy Hoover not in his retirement account.
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CUSIP
No. 15346Q103
|
Page 5
of 9 Pages
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Item
1.
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Security
and Issuer.
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The class
of equity securities to which this 13D relates is the common stock, without par
value (the “Shares”), of Central Federal Corporation (the “Issuer”), which is
traded on NASDAQ under the stock symbol CFBK. The Issuer was organized as a
Delaware corporation in September 1998 in connection with the conversion of
CFBank from a mutual to stock organization. The principal executive offices of
the Issuer are located at 2923 Smith Road, Fairlawn,
Ohio 44333.
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Item
2.
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Identity
and Background.
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(a) This
Schedule 13 D is filed jointly by each of the following persons under Rule
13d-1(k)(1) adopted by the Securities and Exchange Commission (the “SEC”) under
Section 13 of the Securities Exchange Act of 1934:
1. MacNealy Hoover Investment
Management Inc. an Ohio corporation (“MacNealy Hoover”);
2. Mr. Harry C.C. MacNealy, Chief
Executive Officer and Chief Compliance Officer of MacNealy
Hoover; and
3. Mr. Charles H. Hoover, President of
MacNealy Hoover.
MacNealy Hoover, Mr. MacNealy, and Mr.
Hoover are referred to collectively hereafter as the Filing
Persons.
(b) The
business address of each of the Filing Persons is 200 Market Ave. North, Suite
200, Canton, Ohio 44702.
(c) MacNealy
Hoover is a registered investment advisor providing investment management
services to individuals, pension and profit-sharing plans, trusts, estates,
charitable organizations and other business entities. Mr. MacNealy is Chief
Executive Officer and Chief Compliance Officer and Mr. Hoover is President of
MacNealy Hoover. Mr. MacNealy and Mr. Hoover are the sole executive officers,
directors, and controlling shareholders of MacNealy Hoover. Each of the Filing
Persons conducts its business from 200 Market Ave. North, Suite 200, Canton,
Ohio 44702.
(d) Negative
with respect to the Filings Persons.
(e) Negative
with respect to the Filing Persons.
(f) MacNealy
Hoover is a corporation organized under Ohio law. Mr. MacNealy and Mr. Hoover
are citizens of the United States of America.
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CUSIP
No. 15346Q103
|
Page 6
of 9 Pages
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Item
3.
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Source
and Amount of Funds or Other
Consideration.
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For the accounts of clients other than
Mr. MacNealy and Mr. Hoover, the source of funds for the Shares for which
MacNealy Hoover has management responsibility is client funds managed by
MacNealy Hoover. Mr. MacNealy and Mr. Hoover purchased Shares held in their
retirements accounts and Mr. MacNealy’s trust with personal funds.
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Item
4.
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Purpose
of Transaction.
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The
Filing Persons have elected to convert their Schedule 13G Amendment No. 1 with
respect to the Issuer to a Schedule 13D. The Filing Persons originally purchased
the Shares believing the Shares were significantly undervalued and represented
an attractive investment opportunity. Since the Filing Persons’ original
Schedule 13G filed on August 13, 2009, the Issuer has reported a significant
deterioration in asset quality ($3.5 million pre-tax charge or $0.85 per share),
a $7.6 million decline in shareholders’ equity, and a net year to date loss of
$1.95 per share. Additionally, the share price of the Issuer’s stock has
declined 54% since August 13, 2009.
MacNealy
Hoover intends to engage in discussions with the board of directors of the
Issuer, as well as other stockholders, about strategic ways to enhance
stockholder value. The alternatives may include a merger or outright sale of the
institution. The Filing Persons are prepared to take steps to ensure the board
is acting in the best interest of the stockholders. MacNealy Hoover reserves the
right to communicate with the Issuer’s stockholders, directly or through
stockholder proposals, and to communicate directly with potential acquirers of
the Issuer, or take other actions deemed to be in the best interests of its
client stockholders.
Other
than as disclosed in this Item 4, and pursuant to the instructions for items (a)
through (j) of Item 4 of Schedule 13D, none of the Filing Persons currently
has plans or proposals that relate to or would result in any of the
following:
(1) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer;
(2) the
sale or transfer of a material amount of assets of the Issuer;
(3) a
change in the present board of directors or management of the
Issuer;
(4) a
material change in the present capitalization or dividend policy of the
Issuer;
(5) a
material change in the business or corporate structure of the
Issuer;
(6) a
change to the certificate of incorporation, or bylaws, of the Issuer, or an
impediment to the acquisition of control of the Issuer by any
person;
(7) the
delisting from NASDAQ of the Shares;
(8) a
class of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or
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CUSIP
No. 15346Q103
|
Page 7
of 9 Pages
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(9) any
action similar to any of those enumerated in (1) through (8) above.
The Filing Persons reserve the right to
modify their plans and proposals described in this Item 4 and to acquire
additional Shares or dispose of Shares from time to time depending on market
conditions. Further, subject to applicable laws and regulations, the
Filing Persons may formulate plans and proposals that may result in the
occurrence of an event set forth in (1) through (9) above or in Item 4 of
Schedule 13D.
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Item
5.
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Interest
in Securities of the Issuer.
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(a) Based
upon the Issuer’s 10-Q filed on November 16, 2009, as of October 31, 2009 there
were 4,100,337 Shares issued and outstanding.
MacNealy Hoover beneficially owns
366,701 Shares, or 8.9% of the outstanding Shares. Of the
366,701 Shares held by MacNealy Hoover, Mr. MacNealy beneficially owns 35,000
Shares in his retirement account and 20,000 Shares in his Trust. Mr.
MacNealy may also be deemed to beneficially own 311,701 other Shares held by
MacNealy Hoover. Mr. MacNealy disclaims beneficial ownership of the
311,701 Shares held by MacNealy Hoover that he does not own through his
retirement account and trust. Of the 366,701 Shares held by MacNealy
Hoover, Mr. Hoover beneficially owns 4,000 Shares in his retirement
account. Mr. Hoover may also be deemed to beneficially own 362,701
other Shares held by MacNealy Hoover. Mr. Hoover disclaims beneficial
ownership of the 362,701 Shares held by MacNealy Hoover that he does not own
through his retirement account.
(b) The
Filing Persons have both shared voting and dispositive powers for the Shares
owned by MacNealy Hoover, including the Shares owned by Mr. MacNealy and Mr.
Hoover in their retirement accounts and Mr. MacNealy’s trust. Voting
and dispositive power is shared with clients whose accounts are managed by
MacNealy Hoover. Clients retain all rights of ownership in assets
maintained in managed accounts. Ownership of the Issuer’s Shares
reported herein is distributed among more than 50 client relationships, every
one of which accounts for less than 5% of the Issuer’s outstanding
Shares.
(c) MacNealy
Hoover has effected the following transactions since its last 13G
filing:
11/19/2009 Buy 10,500 Shares at $1.593
per share
11/24/2009 Buy 2,700 Shares at $1.490
per share
12/07/2009 Buy 2,972 Shares $1.283 per
share
(d)
The clients of MacNealy Hoover own of record or in street name the Shares
reported herein, and as such they have the sole right to dividends paid on and
proceeds from the sale of the Issuer’s Shares. None of MacNealy Hoover’s clients
individually own more than 5% of the Shares.
(e) Not
applicable.
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CUSIP
No. 15346Q103
|
Page 8
of 9 Pages
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to
Securities of the
Issuer.
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There are
no contracts, arrangements, understandings, or relationships among the Filing
Persons or between the Filing Persons, and any other person, including but not
limited to any client of MacNealy Hoover concerning the Shares. As an investment
advisor, MacNealy Hoover manages client accounts in accordance with the terms of
the investment management agreements with its clients and the general investment
objectives communicated by clients. Under the terms of its management
agreements, MacNealy Hoover is entitled to receive fees for its investment
management services, including fees calculated as a percentage of assets under
management.
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Item
7.
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Material
to be Filed as Exhibits.
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7.1
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Joint
Filing Agreement
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SIGNATURE
After reasonable 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.
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MacNealy
Hoover Investment Management Inc.
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/s/
Harry C.C. MacNealy
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By:
Harry C.C. MacNealy, CEO and CCO
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/s/
Harry C.C. MacNealy
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Harry C.C. MacNealy,
Individually
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/s/
Charles H. Hoover
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Charles H. Hoover,
Individually
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EXHIBIT
INDEX
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Exhibit
Number
|
Description
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7.1
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Joint
Filing Agreement
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