Schedule 13d
| Filed by: | UNI CAPITAL LP |
| Subject Company: | CENTRAL FEDERAL CORPORATION |
| Filed as of Date: | 08/22/2008 |
| View Original Filing on Edgar's | |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Central
Federal Corporation
(Name of
Issuer)
Common
Stock, $0.01 Par Value
(Title of
Class of Securities)
15346Q103
(CUSIP
Number)
Reid S.
Buerger, 7111 Valley Green Road, Fort Washington, PA 19034, 877-836-8300
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
August
22, 2008
(Date of
Event which Requires Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that 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 þ
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 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
(“Act”) 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
|
Page 2
of 9 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
Uni
Capital LP
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)o
(b)o
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||
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3
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SEC
USE ONLY
|
|||
|
4
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SOURCE
OF FUNDS (See Instructions)
WC
|
|||
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5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
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o
|
||
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE
VOTING POWER
410,784
(See Item 5)
|
||
|
8
|
SHARED
VOTING POWER
- 0
-
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
410,784
(See Item 5)
|
|||
|
10
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SHARED
DISPOSITIVE POWER
- 0
-
|
|||
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
410,784
(See Item 5)*
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
|
|||
|
14
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TYPE
OF REPORTING PERSON (See Instructions)
PN
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|||
* The
number of shares reported are held directly by Uni Capital LP and are also
reported on the cover pages for the other reporting persons.
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CUSIP
No. 15346Q103
|
Page 3
of 9 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
Uni
Capital GP LLC
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)o
(b)o
|
||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
|||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE
VOTING POWER
410,784
(See Item 5)
|
||
|
8
|
SHARED
VOTING POWER
- 0
-
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
410,784
(See Item 5)
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
410,784
(See Item 5)*
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
|
|||
|
14
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TYPE
OF REPORTING PERSON (See Instructions)
OO
|
|||
* The
number of shares reported are held directly by Uni Capital LP and are also
reported on the cover pages for the other reporting persons.
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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
Reid
S. Buerger
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|||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)o
(b)o
|
||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
|||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE
VOTING POWER
410,784
(See Item 5)
|
||
|
8
|
SHARED
VOTING POWER
- 0
-
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
410,784
(See Item 5)
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
410,784
(See Item 5)*
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
|
|||
|
14
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TYPE
OF REPORTING PERSON (See Instructions)
IN
|
|||
* The
number of shares reported are held directly by Uni Capital LP and are also
reported on the cover pages for the other reporting persons.
Page 5 of 9
Item
1. Security and Issuer.
This
statement on Schedule 13D (this “Statement”) relates to the common stock, par
value $0.01 per share (“Common Stock”), of Central Federal Corporation, a
corporation duly organized under the laws of the state of Delaware (the
“Company”). The Company’s principal executive offices are located at 2923 Smith
Road, Fairlawn, Ohio 44333.
Item
2. Identity and Background.
This
Schedule 13D is being jointly filed pursuant to Rule 13d-1(k) promulgated by the
Securities and Exchange Commission pursuant to Section 13 of the Securities and
Exchange Act of 1934, as amended (the “Act”).
(a)-(f)
The reporting persons for the purposes of this Statement (each, a “Reporting
Person” and collectively, the “Reporting Persons”) are as follows:
Name: Uni
Capital LP (“Uni Capital”)
Place of
Organization: Delaware
Principal
Business: Investments
Address:
7111 Valley Green Road, Fort Washington, PA 19034
Criminal
Proceedings: None
Applicable
Civil, Judicial or Administrative Proceedings: None
Name: Uni
Capital GP LLC (“GP”)
Place of
Organization: Delaware
Principal
Business: General Partner of Uni Capital
Address:
7111 Valley Green Road, Fort Washington, PA 19034
Criminal
Proceedings: None
Applicable
Civil, Judicial or Administrative Proceedings: None
Name:
Reid S. Buerger
Business
Address: 7111 Valley Green Road, Fort Washington, PA 19034
Principal
Occupation: Entrepreneur
Employer/Principal
Business/Address: GP/General Partner of Uni Capital/7111 Valley Green Road, Fort
Washington, PA 19034
Criminal
Proceedings: None
Applicable
Civil, Judicial or Administrative Proceedings: None
Citizenship:
United States
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is
filed with this Schedule 13D as Exhibit A, pursuant
to which the Reporting Persons have agreed to file this statement jointly in
accordance with the provisions of Rule 13d-1(k)(1) under the Act.
The
shares of common stock reported in this Schedule 13D are owned directly by Uni
Capital. GP is the general partner of Uni Capital, and Mr. Buerger is
the sole Board member of GP, and they therefore may be deemed to have beneficial
ownership of the shares owned directly by Uni Capital.
Page 6 of 9
Item
3. Source and Amount of Funds or Other Consideration.
In
acquiring 410,784 shares of Common Stock owned by Uni Capital, Uni Capital
expended approximately $2,294,138 (including commissions) of its investment
funds.
Item
4. Purpose of Transaction.
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·
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acquire
additional Common Stock through open market purchases or
otherwise;
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·
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sell
Common Stock through the open market or otherwise;
or
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·
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otherwise
engage or participate in a transaction with the purpose or effect of
changing or influencing the control of the
Company.
|
Such
transactions may take place at any time and without prior
notice. There can be no assurance, however, that any Reporting Person
will take any such actions.
As part
of the Reporting Persons’ ongoing review of their investments in the Common
Stock, the Reporting Persons have participated, and intend to participate, in
discussions with various parties, including, without limitation, the Company’s
Board of Directors, management or representatives, other shareholders and other
persons or entities, regarding the Company’s affairs and strategic
alternatives.
Based on
the above discussions or inquiries that the Reporting Persons may undertake from
time to time, and subject to applicable law and regulation and depending upon
certain factors, including, without limitation, the financial performance of the
Company, the availability and price of the Common Stock or other securities
related to the Company, and other general market investment conditions, the
Reporting Persons or one of their affiliates may determine to pursue various
strategic alternatives in respect of their investments in the
Company. Such actions may include, without limitation, direct or
indirect participation in the following:
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·
|
forming
and conducting potential strategic developments and plans related to the
Company, including regarding business relationships with the Reporting
Persons or one of their affiliates;
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·
|
making
recommendations to the Company’s Board of Directors and management of the
Company concerning various business strategies, strategic transactions or
other matters;
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·
|
effecting
other significant transactions with respect to the Company, including an
acquisition; or
|
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·
|
taking
any other actions that could have the purpose or effect of directly or
indirectly changing or influencing control of the
Company.
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Such
transactions may take place at any time and without prior
notice. There can be no assurance, however, that the possible courses
of action expressed in the immediately preceding sentence will be pursued or, if
pursued, will be consummated by any Reporting Person or one of their affiliates,
as applicable. Except as contemplated in this Item 4, no Reporting
Person has any plans or proposals of the types referred to in clauses (a)
through (i) of Item 4 of Schedule 13D.
Page 7 of 9
Item
5. Interest in Securities of the Issuer.
(a) As
of August 21, 2008, the Reporting Persons directly or indirectly beneficially
owned an aggregate of 410,784 shares of Common Stock, representing approximately
10.0% of the outstanding shares of Common Stock.
As to
each separate Reporting Person:
|
·
|
Uni
Capital owns 410,784 shares of Common Stock
directly.
|
|
·
|
GP
is the general partner of Uni Capital and Mr. Buerger is the sole Board
member of GP, and they therefore may be deemed to have beneficial
ownership of the shares owned directly by Uni
Capital.
|
The
percentages of Common Stock owned for the Reporting Persons, as reported above,
are based on an aggregate of 4,102,662 shares of Common Stock outstanding as of
July 31, 2008, as reported in the Company’s Form 10-Q for the quarter ended June
30, 2008.
(b) The
responses of the Reporting Persons to Items 7 through 11 of the portions of the
cover page of this Statement which relate to beneficial ownership of shares of
the Common Stock are incorporated herein by reference.
(c) Not
applicable.
(d) Not
applicable.
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Not
applicable.
Item
7. Material to be Filed as Exhibits.
Exhibit
A: Joint Filing Agreement Pursuant to Rule 13d-1
Page 8 of 9
SIGNATURE
After
reasonable inquiry and to best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
Dated:
August 22, 2008
|
UNI
CAPITAL LP
|
|||
|
By:
|
/s/
Reid S. Buerger
|
||
|
Name:
|
Uni Capital GP LLC | ||
|
Title:
|
General Partner | ||
|
By:
|
/s/
Reid S. Buerger
|
||
|
Name:
|
Reid S. Buerger | ||
|
Title:
|
Sole Member |
|
UNI
CAPITAL GP LLP
|
|||
|
By:
|
/s/
Reid S. Buerger
|
||
|
Name:
|
Reid S. Buerger | ||
|
Title:
|
Sole Member | ||
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By:
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/s/
Reid S. Buerger
|
||
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Name:
|
Reid S. Buerger |
Page 9 of 9
Exhibit
A
AGREEMENT
REGARDING THE JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree as follows:
(i) Each of
them is individually eligible to use the Schedule 13D to which this Exhibit is
attached, and such Schedule 13D is filed on behalf of each of them;
and
(ii) Each of them is
responsible for the timely filing of such Schedule 13D and any amendments
thereto, and for the completeness and accuracy of the information concerning
such person contained therein; but none of them is responsible for the
completeness or accuracy of the information concerning the other persons making
the filing, unless such person knows or has reason to believe that such
information is inaccurate.
|
Date:
August 22, 2008
|
UNI
CAPITAL LP
|
|||
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By:
|
Uni
Capital GP LLC
|
|||
|
Title:
|
General
Partner
|
|||
|
By:
|
/s/
Reid S. Buerger
|
|||
|
Title:
|
Sole
Member
|
|||
|
UNI
CAPITAL GP LLC
|
||||
|
By:
|
/s/
Reid S. Buerger
|
|||
|
Title:
|
Sole
Member
|
|||
|
/s/
Reid S. Buerger
|
||||
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