UNITED
STATES
SECURITIES
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
FIRSTFED FINANCIAL
CORP.
(Name of
Issuer)
Common
Stock, $0.01 par value per
share
(Title of
Class of Securities)
337907109
(CUSIP
Number)
December
31,
2008
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[ ] Rule
13d-1(b)
[X] Rule
13d-1(c)
[ ] Rule
13d-1(d)
* 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 the
disclosures provided in a prior cover page.
The
information required in 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).
Continued
on following pages
Page 1 of
12 Pages
Exhibit
Index: Page 11
SCHEDULE 13G
|
CUSIP
No.: 337907109
|
Page 2
of 12 Pages
|
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1.
|
Names
of Reporting Persons
|
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|
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|
|
I.R.S.
Identification Nos. of above persons (entities only)
|
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ANCHORAGE
CAPITAL MASTER OFFSHORE, LTD.
|
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2.
|
Check
the Appropriate Box if a Member of a Group
|
|
|
|
(a)
[ ]
|
|
|
|
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(b)
[X]
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3.
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SEC
Use Only
|
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4.
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Citizenship
or Place of Organization
|
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Cayman
Islands
|
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Number of
|
5.
|
Sole
Voting Power
|
154,400
|
|
Shares
|
|
|
|
Beneficially
|
6.
|
Shared
Voting Power
|
0
|
|
Owned by
Each
|
|
|
|
|
Reporting
|
7
.
|
Sole
Dispositive Power
|
|
|
Person
With
|
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|
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8.
|
Shared
Dispositive Power
|
0
|
|
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|
|
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9.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
|
|
|
|
|
154,400
|
|
|
|
|
|
|
|
|
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10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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[
]
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11.
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Percent
of Class Represented by Amount in Row (9)
|
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1.13%
based on 13,684,553 shares outstanding as of November 1,
2008.
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1
2.
|
Type
of Reporting Person:
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|
OO
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SCHEDULE 13G
|
CUSIP
No.: 337907109
|
Page 3
of 12 Pages
|
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1.
|
Names
of Reporting Persons
|
|
|
|
|
|
I.R.S.
Identification Nos. of above persons (entities only)
|
|
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|
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ANCHORAGE
ADVISORS, L.L.C.
20-0042271
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2.
|
Check
the Appropriate Box if a Member of a Group
|
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|
|
(a)
[ ]
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|
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(b)
[X]
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3.
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SEC
Use Only
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4.
|
Citizenship
or Place of Organization
|
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|
Delaware
|
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Number of
|
5.
|
Sole
Voting Power
|
154,400
|
|
Shares
|
|
|
|
Beneficially
|
6.
|
Shared
Voting Power
|
0
|
|
Owned by
Each
|
|
|
|
|
Reporting
|
7
.
|
Sole
Dispositive Power
|
|
|
Person
With
|
|
|
|
|
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8.
|
Shared
Dispositive Power
|
0
|
|
|
|
|
|
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9.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
|
|
|
|
|
154,400
|
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|
|
|
|
|
|
|
|
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10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
|
|
|
|
|
|
|
|
|
[
]
|
|
|
|
|
|
|
|
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
|
|
|
|
|
|
|
|
|
1.13%
based on 13,684,553 shares outstanding as of November 1,
2008.
|
|
|
|
|
|
|
|
|
1
2.
|
Type
of Reporting Person:
|
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|
OO,
IA
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SCHEDULE 13G
|
CUSIP
No.: 337907109
|
Page 4
of 12 Pages
|
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1.
|
Names
of Reporting Persons
|
|
|
|
|
|
I.R.S.
Identification Nos. of above persons (entities only)
|
|
|
|
|
|
|
|
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|
ANCHORAGE
ADVISORS MANAGEMENT, L.L.C.
20-0042478
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2.
|
Check
the Appropriate Box if a Member of a Group
|
|
|
|
(a)
[ ]
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(b)
[X]
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
|
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|
|
|
|
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|
Delaware
|
|
|
|
|
|
|
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Number of
|
5.
|
Sole
Voting Power
|
154,400
|
|
Shares
|
|
|
|
Beneficially
|
6.
|
Shared
Voting Power
|
0
|
|
Owned by
Each
|
|
|
|
|
Reporting
|
7
.
|
Sole
Dispositive Power
|
|
|
Person
With
|
|
|
|
|
|
8.
|
Shared
Dispositive Power
|
0
|
|
|
|
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
|
|
|
|
|
154,400
|
|
|
|
|
|
|
|
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
|
|
|
|
|
|
|
|
|
[
]
|
|
|
|
|
|
|
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|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
|
|
|
|
|
|
|
|
|
1.13%
based on 13,684,553 shares outstanding as of November 1,
2008.
|
|
|
|
|
|
|
|
|
1
2.
|
Type
of Reporting Person:
|
|
|
|
|
|
|
|
|
|
|
|
OO,
HC
|
|
|
|
SCHEDULE 13G
|
CUSIP
No.: 337907109
|
Page 5
of 12 Pages
|
|
1.
|
Names
of Reporting Persons
|
|
|
|
|
|
I.R.S.
Identification Nos. of above persons (entities only)
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group
|
|
|
|
(a)
[ ]
|
|
|
|
|
|
(b)
[X]
|
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3.
|
SEC
Use Only
|
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4.
|
Citizenship
or Place of Organization
|
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|
United
States of America
|
|
|
|
|
|
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|
|
|
Number of
|
5.
|
Sole
Voting Power
|
154,400
|
|
Shares
|
|
|
|
Beneficially
|
6.
|
Shared
Voting Power
|
0
|
|
Owned by
Each
|
|
|
|
|
Reporting
|
7
.
|
Sole
Dispositive Power
|
|
|
Person
With
|
|
|
|
|
|
8.
|
Shared
Dispositive Power
|
0
|
|
|
|
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
|
|
|
|
|
154,400
|
|
|
|
|
|
|
|
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
|
|
|
|
|
|
|
|
|
[
]
|
|
|
|
|
|
|
|
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
|
|
|
|
|
|
|
|
|
1.13%
based on 13,684,553 shares outstanding as of November 1,
2008.
|
|
|
|
|
|
|
|
|
1
2.
|
Type
of Reporting Person:
|
|
|
|
|
|
|
|
|
|
|
|
IN,
HC
|
|
|
|
SCHEDULE 13G
|
CUSIP
No.: 337907109
|
Page 6
of 12 Pages
|
|
1.
|
Names
of Reporting Persons
|
|
|
|
|
|
I.R.S.
Identification Nos. of above persons (entities only)
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group
|
|
|
|
(a)
[ ]
|
|
|
|
|
|
(b)
[X]
|
|
|
|
|
|
|
|
|
|
|
3.
|
SEC
Use Only
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.
|
Citizenship
or Place of Organization
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
|
|
|
|
|
|
|
|
Number of
|
5.
|
Sole
Voting Power
|
154,400
|
|
Shares
|
|
|
|
Beneficially
|
6.
|
Shared
Voting Power
|
0
|
|
Owned by
Each
|
|
|
|
|
Reporting
|
7
.
|
Sole
Dispositive Power
|
|
|
Person
With
|
|
|
|
|
|
8.
|
Shared
Dispositive Power
|
0
|
|
|
|
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
|
|
|
|
|
154,400
|
|
|
|
|
|
|
|
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
|
|
|
|
|
|
|
|
|
[
]
|
|
|
|
|
|
|
|
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
|
|
|
|
|
|
|
|
|
1.13%
based on 13,684,553 shares outstanding as of November 1,
2008.
|
|
|
|
|
|
|
|
|
1
2.
|
Type
of Reporting Person:
|
|
|
|
|
|
|
|
|
|
|
|
IN,
HC
|
|
|
|
|
Item
1(a).
|
Name
of Issuer:
|
FirstFed
Financial Corp. (the “Issuer”).
|
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices:
|
12555 W.
Jefferson Boulevard, Los Angeles, California 90066
|
Item
2(a).
|
Name
of Person Filing:
|
This
Statement is filed on behalf of each of the following persons (collectively, the
“Reporting Persons”):
i)
Anchorage Capital Master Offshore, Ltd. ("Anchorage Offshore");
ii)
Anchorage Advisors, L.L.C. ("Advisors");
iii)
Anchorage Advisors Management, L.L.C. ("Management");
iv)
Anthony L. Davis ("Mr. Davis"); and
v) Kevin
M. Ulrich ("Mr. Ulrich").
This
statement relates to Shares (as defined herein) held for the account of
Anchorage Offshore. Advisors is the investment advisor to Anchorage
Offshore. Management is the sole managing member of
Advisors. Mr. Davis is the President of Advisors and a managing
member of Management, and Mr. Ulrich is the Chief Executive Officer of Advisors
and the other managing member of Management.
|
Item
2(b).
|
Address
of Principal Business Office or, if None,
Residence:
|
The
address of the principal business office of each of the Reporting Persons is 610
Broadway, 6th Floor, New York, NY 10012.
1)
Anchorage Offshore is a Cayman Islands exempted company incorporated with
limited liability;
2)
Advisors is a Delaware limited liability company;
3)
Management is a Delaware limited liability company;
4) Mr.
Davis is a citizen of the United States of America; and
5) Mr.
Ulrich is a citizen of Canada.
Page 8 of 12 Pages
|
Item
2(d).
|
Title
of Class of Securities:
|
Common
Stock, $0.01 par value per share (the “Shares”)
337907109
|
Item
3.
|
If
This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or
(c),
Check
Whether the Person Filing is a:
|
This Item
3 is not applicable.
|
Item
4(a)
|
Amount
Beneficially Owned:
|
As
of December 31, 2008, each of the Reporting Persons may be deemed
beneficial owner of 154,400 Shares.
|
Item
4(b)
|
Percent
of Class:
|
The
number of Shares of which the Reporting Persons may be deemed to be the
beneficial owner constitutes approximately 1.13% of the total number of Shares
outstanding (based upon information provided by the Issuer in its most
recently-filed quarterly report on Form 10-Q, there were 13,684,553 Shares
outstanding as of November 1, 2008).
|
Item
4(c)
|
Number
of Shares of which such person has:
|
|
Anchorage
Offshore
:
|
|
|
|
(i)
Sole power to vote or direct the vote:
|
154,400
|
|
|
|
|
(ii)
Shared power to vote or direct the vote:
|
0
|
|
|
|
|
(iii)
Sole power to dispose or direct the disposition of:
|
154,400
|
|
|
|
|
(iv)
Shared power to dispose or direct the disposition of:
|
0
|
|
Advisors:
|
|
|
|
(i)
Sole power to vote or direct the vote:
|
154,400
|
|
|
|
|
(ii)
Shared power to vote or direct the vote:
|
0
|
|
|
|
|
(iii)
Sole power to dispose or direct the disposition of:
|
154,400
|
|
|
|
|
(iv)
Shared power to dispose or direct the disposition of:
|
0
|
|
Management:
|
|
|
|
(i)
Sole power to vote or direct the vote:
|
154,400
|
|
|
|
|
(ii)
Shared power to vote or direct the vote:
|
0
|
|
|
|
|
(iii)
Sole power to dispose or direct the disposition of:
|
154,400
|
|
|
|
Page 9 of 12 Pages
|
(iv)
Shared power to dispose or direct the disposition of:
|
0
|
|
|
|
|
Mr. Davis:
|
|
|
|
(i)
Sole power to vote or direct the vote:
|
154,400
|
|
|
|
|
(ii)
Shared power to vote or direct the vote:
|
0
|
|
|
|
|
(iii)
Sole power to dispose or direct the disposition of:
|
154,400
|
|
|
|
|
(iv)
Shared power to dispose or direct the disposition of:
|
0
|
|
Mr. Ulrich:
|
|
|
|
(i)
Sole power to vote or direct the vote:
|
154,400
|
|
|
|
|
(ii)
Shared power to vote or direct the vote:
|
0
|
|
|
|
|
(iii)
Sole power to dispose or direct the disposition of:
|
154,400
|
|
|
|
|
(iv)
Shared power to dispose or direct the disposition of:
|
0
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class:
|
If this
statement is being filed to report the fact that as of the date hereof
the Reporting Persons have ceased to be the beneficial owner of more than
five percent of the class of securities, check the following /X/.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
This Item
6 is not applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company:
|
This Item
7 is not applicable.
|
Item
8.
|
Identification
and Classification of Members of the
Group:
|
See
disclosure in Item 2 hereof.
|
Item
9.
|
Notice
of Dissolution of Group:
|
This Item
9 is not applicable.
By
signing below each of the Reporting Persons certifies that, to the best of their
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
Page 10 of 12 Pages
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.
|
Date:
February 17, 2009
|
ANCHORAGE
CAPITAL MASTER OFFSHORE, LTD.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Kevin
M. Ulrich
|
|
|
|
Name:
|
Kevin
M. Ulrich
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
Date:
February 17, 2009
|
ANCHORAGE
ADVISORS, L.L.C.
|
|
|
|
|
|
|
|
|
By:
|
Anchorage
Advisors Management, L.L.C.,
its
Managing Member
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Anthony L. Davis
|
|
|
|
|
Name:
|
Anthony
L. Davis
|
|
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
|
|
|
Date:
February 17, 2009
|
ANCHORAGE
ADVISORS MANAGEMENT, L.L.C.
|
|
|
|
|
|
|
|
|
By:
|
/s/
Anthony L. Davis
|
|
|
|
Name:
|
Anthony
L. Davis
|
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
|
|
Date:
February 17, 2009
|
|
|
ANTHONY L.
DAVIS
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Anthony L.
Davis
|
|
|
|
|
|
|
|
|
Date:
February 17, 2009
|
|
|
KEVIN M.
ULRICH
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/s/ Kevin M.
Ulrich
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EXHIBIT
INDEX
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Ex.
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Page No.
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A
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Joint
Filing Agreement, dated February 17, 2009 by and among Reporting
Persons
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12
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EXHIBIT
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13G with respect to the
Common Stock of FirstFed Financial Corp., dated as of February 17, 2009 is, and
any amendments thereto (including amendments on Schedule 13D) signed by each of
the undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
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Date:
February 17, 2009
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ANCHORAGE
CAPITAL MASTER OFFSHORE, LTD.
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By:
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/s/ Kevin
M. Ulrich
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Name:
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Kevin
M. Ulrich
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Title:
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Director
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Date:
February 17, 2009
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ANCHORAGE
ADVISORS, L.L.C.
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By:
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Anchorage
Advisors Management, L.L.C.,
its
Managing Member
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By:
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/s/
Anthony L. Davis
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Name:
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Anthony
L. Davis
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Title:
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Managing
Member
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Date:
February 17, 2009
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ANCHORAGE
ADVISORS MANAGEMENT, L.L.C.
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By:
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/s/
Anthony L. Davis
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Name:
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Anthony
L. Davis
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Title:
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Managing
Member
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Date:
February 17, 2009
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ANTHONY L.
DAVIS
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/s/ Anthony L.
Davis
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Date:
February 17, 2009
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KEVIN M.
ULRICH
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/s/ Kevin M.
Ulrich
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