<PAGE>
As filed with the Securities and Exchange Commission on November 4, 1998
Registration No. 333-63099
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO.2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FIRST PLACE FINANCIAL CORP.
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF WARREN 401(K) SAVINGS PLAN
(exact name of registrant as specified in its certificate of incorporation)
<TABLE>
<S> <C> <C>
DELAWARE 6035 BEING APPLIED FOR
(state or other jurisdiction of (Primary Standard (IRS Employer Identification No.)
incorporation or organization) Classification Code Number)
</TABLE>
185 EAST MARKET STREET
WARREN, OHIO 44482
(330) 373-1221
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
STEVEN R. LEWIS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF WARREN
185 EAST MARKET STREET
WARREN, OHIO 44482
(330) 373-1221
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
JOSEPH G. PASSAIC, JR., ESQUIRE
GEOFFREY W. RYAN, ESQUIRE
LISA A. HUNT, ESQUIRE
PATTON BOGGS LLP
2550 M STREET, N.W.
WASHINGTON, D.C. 20037
(202) 457-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / X /
----
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
----
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / /
----
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / /
----
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
----
<TABLE>
<CAPTION>
Title of each Class of Amount to Purchase Price Aggregate Registration
Securities to be Registered be Registered Per Share Offering Fee
Price(2)
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
Common Stock 11,241,250 (1)
$.01 par Value Shares $10.00 $112,412,500 (3)
=======================================================================================================
Participation
Interests -- -- $908,275 (3)
=======================================================================================================
</TABLE>
(1) Includes shares of Common Stock to be issued to the First Federal of Warren
Community Foundation, a private foundation.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The filing fee was paid upon the initial filing of the Form S-1.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.(1)
<TABLE>
<CAPTION>
<S> <C>
OTS filing fee................................... $ 14,400
SEC filing fee(1)................................ 43,696
NASD filing fee(1)............................... 14,254
Nasdaq listing fee(2)............................ 81,625
Printing, postage and mailing.................... 250,000
Legal fees and expenses.......................... 450,000
Accounting fees and expenses..................... 100,000
Appraiser's fees and expenses (including
business plan)................................. 33,000
Marketing fees and selling commissions (2)....... 983,000
Underwriter's expenses (including underwriter's
counsel fees)(1).............................. 15,000
Proxy solicitation and record management
fees and expenses............................. 30,000
Transfer agent fees and expenses................. 10,000
Certificate printing............................. 10,000
Telephone, temporary help and other
equipment...................................... 10,000
Miscellaneous.................................... 5,025
----------
TOTAL............................................ $2,050,000
==========
</TABLE>
____________________
(1) Fees based upon the registration of 14,812,000 shares at $10.00
per share.
(2) Based upon the registration of 11,241,250 shares at $10.00 per share. All
other expenses are estimated.
Item 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the General Corporation Law of the State of Delaware (being
Chapter 1 of Title 8 of the Delaware Code), Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:
TENTH:
A. Each person who was or is made a party or is threatened to be made a party
to or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a Director or an Officer of the
Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, Officer,
employee or agent, or in any other capacity while serving as a Director,
Officer, employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than such law permitted the
Corporation to provide prior to such amendment), against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered by
such indemnitee in connection therewith; provided, however, that, except as
provided in Section C hereof with respect to proceedings to enforce rights to
<PAGE>
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding against the Corporation (or part thereof) initiated
by such indemnitee only if such proceeding (or part thereof) was authorized by
the Board of Directors of the Corporation.
B. The right to indemnification conferred in Section A of this Article TENTH
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a Director or Officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, services to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise. The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this Article TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director, Officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expenses of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and (ii) in any suit by the Corporation to recover an
advancement of expenses the Corporation shall be entitled to recover such
expenses upon a final adjudication that, the indemnitee has not met any
applicable standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses under this Article TENTH or otherwise shall be on the
Corporation.
D. The rights to indemnification and to the advancement of expenses conferred
in this Article TENTH shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, the Corporation's Certificate
of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested
Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect itself
and any Director, Officer, employee or agent of the Corporation or subsidiary or
Affiliate or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any employee or agent of the Corporation to the fullest extent of the
provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.
<PAGE>
ELEVENTH:
- ---------
A Director of this Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
Director, except for liability: (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the Director derived an improper personal
benefit. If the Delaware General Corporation Law is amended to authorize
corporate action further eliminating or limiting the personal liability of
Directors, then the liability of a Director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Not applicable.
<PAGE>
Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The exhibits and financial statement schedules filed as a part of this
Registration Statement are as follows:
(a) List of Exhibits (Filed herewith unless otherwise noted)
1.1 Engagement Letter between First Federal Savings and Loan Association of
Warren and Charles Webb & Company*
1.2 Draft Form of Agency Agreement*
2.1 Plan of Conversion (including the Federal Stock Charter and Bylaws of
First Federal Savings and Loan Association of Warren)*
3.1 Certificate of Incorporation of First Place Financial Corp.*
3.2 Bylaws of First Place Financial Corp.*
3.3 Federal Stock Charter and Bylaws of First Federal Savings and Loan
Association of Warren (See Exhibit 2.1 hereto)*
4.0 Draft Stock Certificate of First Place Financial Corp.*
5.0 Opinion of Patton Boggs LLP re: legality
5.1 Opinion of Potter Anderson & Corroon LLP re: legality
8.0 Opinion of Patton Boggs LLP re: Federal Tax Matters*
8.1 Opinion of Crowe, Chizek and Company LLP re: State Tax Matters*
10.1 First Federal Savings and Loan Association of Warren Employee Stock
Ownership Plan*
10.2 Draft ESOP Loan Commitment Letter and ESOP Loan Documents*
10.3 Form of Employment Agreement between First Federal Savings and Loan
Association of Warren and Steven R. Lewis*
10.4 Form of Employment Agreement between First Place Financial Corp. and
Steven R. Lewis*
10.5 Form of Change in Control Agreements between First Federal Savings and
Loan Association of Warren and certain executive officers*
10.6 Form of Change in Control Agreements between First Place Financial Corp.
and certain executive officers*
10.7 Form of First Federal Savings and Loan Association of Warren Employee
Severance Compensation Plan*
16.1 Letter of Packer, Thomas & Co. re: change in accountants*
23.1 Consent of Crowe, Chizek and Company* LLP
23.2 Consent of Packer, Thomas & Co.*
23.3 Consent of Patton Boggs LLP*
23.4 Consent of Potter Anderson & Corroon LLP*
23.5 Consent and Subscription Rights Opinion of Keller & Company, Inc.*
24.1 Powers of Attorney*
27.0 Financial Data Schedule*
99.1 Appraisal Report of Keller & Company, Inc. (P)*
99.1(a) Updated Appraisal Report of Keller & Company, Inc. (P)*
99.2 Draft Gift Instrument to First Federal of Warren Community
Foundation*
- --------------------------------------------------------------------------------
*Previously filed.
(P) Filed pursuant to Rule 202 of Regulation S-T.
<PAGE>
(b) Financial Statement Schedules
All schedules have been omitted as not applicable or not required under the
rules of Regulation S-X.
Item 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the Offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
CONFORMED
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Warren, State of Ohio, on
November 4, 1998.
FIRST PLACE FINANCIAL CORP.
By: /s/ Steven R. Lewis
--------------------------------------
Steven R. Lewis
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Date
---- ----
<S> <C>
*
- --------------------------------------------
Paul A. Watson
Chairman of the Board
/s/ Steven R. Lewis November 4, 1998
- --------------------------------------------
Steven R. Lewis
President, Chief Executive Officer and
Director (principal executive officer)
/s/ Richard K. Smith November 4, 1998
- --------------------------------------------
Richard K. Smith
Vice President-Treasurer
(principal accounting and financial officer)
*
- --------------------------------------------
Robert P. Grace
Director
*
- --------------------------------------------
George J. Gentithes
Director
*
- --------------------------------------------
Thomas M. Humphries
Director
*
- --------------------------------------------
Robert S. McGeough
Director
</TABLE>
<PAGE>
<TABLE>
<S> <C>
*
- --------------------------------------------
E. Jeffrey Rossi
Director
*
- --------------------------------------------
William W. Watson
Director
</TABLE>
- ------------------------
* Signed pursuant to a power of attorney filed with the Commission as
Exhibit 24.1 on September 9, 1998.
<PAGE>
As filed with the Securities and Exchange Commission on November 4, 1998
Registration No. 33-63099
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
EXHIBITS
TO PRE-EFFECTIVE AMENDMENT
NO. 2 TO THE
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
FIRST PLACE FINANCIAL CORP.
(Exact name of registrant as specified in its certificate of incorporation)
_______________________________________________________________________________
<PAGE>
TABLE OF CONTENTS
List of Exhibits (Filed herewith unless otherwise noted)
<TABLE>
<S> <C>
1.1 Engagement Letter between First Federal Savings and Loan Association of
Warren and Charles Webb & Company*
1.2 Draft Form of Agency Agreement*
2.1 Plan of Conversion (including the Federal Stock Charter and Bylaws of
First Federal Savings and Loan Association of Warren)*
3.1 Certificate of Incorporation of First Place Financial Corp.*
3.2 Bylaws of First Place Financial Corp.*
3.3 Federal Stock Charter and Bylaws of First Federal Savings and Loan
Association of Warren (See Exhibit 2.1 hereto)*
4.0 Draft Stock Certificate of First Place Financial Corp.*
5.0 Opinion of Patton Boggs LLP re: legality
5.1 Opinion of Potter Anderson & Corroon LLP re: legality
8.0 Opinion of Patton Boggs LLP re: Federal Tax Matters*
8.1 Opinion of Crowe, Chizek and Company LLP re: State Tax Matters*
10.1 First Federal Savings and Loan Association of Warren Employee Stock
Ownership Plan*
10.2 Draft ESOP Loan Commitment Letter and ESOP Loan Documents*
10.3 Form of Employment Agreement between First Federal Savings and Loan
Association of Warren and Steven R. Lewis*
10.4 Form of Employment Agreement between First Place Financial Corp. and
Steven R. Lewis*
10.5 Form of Change in Control Agreements between First Federal Savings and
Loan Association of Warren and certain executive officers*
10.6 Form of Change in Control Agreements between First Place Financial
Corp. and certain executive officers*
10.7 Form of First Federal Savings and Loan Association of Warren Employee
Severance Compensation Plan*
16.1 Letter of Packer, Thomas & Co. re: change in accountants*
23.1 Consent of Crowe, Chizek and Company LLP*
23.2 Consent of Packer, Thomas & Co.*
23.3 Consent of Patton Boggs LLP*
23.4 Consent of Potter Anderson & Corroon LLP*
23.5 Consent and Subscription Rights Opinion of Keller & Company, Inc.*
24.1 Powers of Attorney*
27.0 Financial Data Schedule*
99.1 Appraisal Report of Keller & Company, Inc. (P)*
99.1(a) Updated Appraisal Report of Keller & Company, Inc. (P)*
99.2 Draft Gift Instrument to First Federal of Warren Community Foundation*
</TABLE>
- --------------------------------------------------------------------------------
* Previously filed.
(P) Filed pursuant to Rule 202 of Regulation S-T.
<PAGE>
EXHIBIT 5.0 OPINION OF PATTON BOGGS LLP RE: LEGALITY
<PAGE>
[LETTERHEAD OF PATTON BOGGS LLP]
November 4, 1998
Board of Directors
First Place Financial Corp.
185 East Market Street
Warren, Ohio 44482
Re: The issuance of up to 11,241,250 shares of
First Place Financial Corp. Common Stock
Gentlemen:
You have requested our opinion concerning certain matters of Delaware law
in connection with the conversion of First Federal Savings and Loan Association
of Warren (the "Association"), a federally-chartered savings and loan
association, from the mutual form of ownership to the stock form of ownership
(the "Conversion"), and the related subscription offering, community offering
and syndicated community offering (the "Offerings") by First Place Financial
Corp., a Delaware corporation (the "Company"), of up to 9,775,000 shares
(including shares to be granted to a charitable foundation to be established by
the Company in connection with the Conversion (the "Foundation")) of its common
stock, par value $.01 per share ("Common Stock"), (11,241,250 shares if the
Estimated Valuation Range is increased up to 15% to reflect changes in market
and financial conditions following commencement of the Offerings).
In connection with your request for our opinion, you have provided to us
and we have reviewed the Company's certificate of incorporation filed with the
Delaware Secretary of State on August 14, 1998 (the "Certificate of
Incorporation"); the Company's Bylaws; the Company's Registration Statement on
Form S-1, as filed with the Securities and Exchange Commission on September 9,
1998, as amended (the "Registration Statement"); a consent of the sole
incorporator of the Company; resolutions of the Board of Directors of the
Company (the "Board") concerning the organization of the Company, the Offerings
and designation of a Pricing Committee of the Board, and the form of stock
certificate approved by the Board to represent shares of Common Stock. We have
also been furnished a certificate of the Delaware Secretary of State certifying
the Company's good standing as a Delaware corporation. Capitalized terms used
but not defined herein shall have the meaning given them in the Certificate of
Incorporation.
<PAGE>
Board of Directors
November 4, 1998
Page 2
In rendering this opinion, we have relied upon the opinion of Potter
Anderson & Corroon LLP as to Delaware corporate law upon which opinion we
believe we are justified in relying. We have examined the opinion of Potter
Anderson & Corroon LLP, which opinion is in form satisfactory to us.
We understand that the Company will loan to the trust for the Association's
Employee Stock Ownership Plan (the "ESOP") the funds the ESOP Trust will use to
purchase shares of Common Stock for which the ESOP Trust subscribes pursuant to
the Offerings and for purposes of rendering the opinion set forth in paragraph 2
below, we assume that: (a) the Board of Directors of the Company has duly
authorized the Loan to the ESOP Trust (the "Loan"); (b) the ESOP serves a valid
corporate purpose for the Company; (c) the Loan will be made at an interest rate
and on other terms that are fair to the Company; (d) the terms of the Loan will
be set forth in customary and appropriate documents including, without
limitation, a promissory note representing the indebtedness of the ESOP Trust to
the Company as a result of the Loan; and (e) the closing for the Loan and for
the sale of Common Stock to the ESOP Trust will be held after the closing for
the sale of the other shares of Common Stock sold in the Offerings and the
receipt by the Company of the proceeds thereof.
Based upon and subject to the foregoing, and limited in all respects to
matters of Delaware corporate law, it is our opinion that:
1. The Company has been duly organized and is validly existing in good
standing as a corporation under the laws of the State of Delaware.
2. Upon the due adoption by the Pricing Committee of a resolution fixing
the number of shares of Common Stock to be sold in the Offerings, the Common
Stock to be issued in the Offerings (including the shares to be issued to the
ESOP Trust and the shares to be granted to the Foundation) will be duly
authorized and, when such shares are sold and paid for in accordance with the
terms set forth in the Prospectus and such resolution of the Pricing Committee,
and certificates representing such shares in the form provided to us are duly
and properly issued, will be validly issued, fully paid and nonassessable.
The following provisions of the Certificate of Incorporation may not be
given effect by a court applying Delaware law, but in our opinion the failure to
give effect to such provisions will not affect the duly authorized, validly
issued, fully paid and nonassessable status of the Common Stock:
1. (a) Subsections C.3 and C.6 of Article FOURTH and Section D of Article
EIGHTH, which grant the Board the authority to construe and apply
the provisions of those Articles, subsection C.4 of Article
FOURTH, to the
<PAGE>
Board of Directors
November 4, 1998
Page 3
extent that subsection obligates any person to provide to the
Board the information such subsection authorizes the Board to
demand, and the provision of Subsection C.7 of Article EIGHTH
empowering the Board to determine the Fair Market Value of
property offered or paid for the Company's stock by an Interested
Stockholder, in each case to the extent, if any, that a court
applying Delaware law were to impose equitable limitations upon
such authority; and
(b) Article NINTH, which authorizes the Board to consider the effect
of any offer to acquire the Company on constituencies other than
stockholders in evaluating any such offer.
We consent to the filing of this opinion as an exhibit to the Registration
Statement on Form S-1 and the Form AC and to the use of the name of our firm
where it appears in the Registration Statement, Form AC and in the Prospectus.
Very truly yours,
Patton Boggs LLP
By: /s/ Joseph G. Passaic, Jr.
---------------------------
Attachment: Opinion of Potter Anderson & Corroon LLP
<PAGE>
EXHIBIT 5.1 OPINION OF POTTER ANDERSON & CORROON LLP RE: LEGALITY
<PAGE>
[LETTERHEAD OF POTTER ANDERSON & CORROON LLP]
November 4, 1998
Board of Directors
First Place Financial Corp.
185 East Market Street
Warren, OH 44482
Re: First Place Financial Corp.
---------------------------
Gentlemen:
We have acted as special Delaware counsel for First Place Financial
Corp., a Delaware corporation (the "Company") in connection with (i) the
conversion of First Federal Savings and Loan Association of Warren, a federally-
chartered mutual savings bank (the "Bank"), from the mutual form of ownership to
stock form of ownership (the "Conversion"), (ii) the subscription and community
offering (the "Offering"), in connection with the Conversion, by the Company of
up to 10,438,625 shares of its common stock, par value $.01 per share (the
"Common Stock"), and (iii) the issuance of up to 697,935 shares of Common Stock
(the "Foundation Shares") to First Federal of Warren Community Foundation, a
Delaware corporation (the "Foundation"), pursuant to the Gift Instrument,
relating to
<PAGE>
Board of Directors
First Place Financial Corp.
November 4, 1998
Page 2
the gift from the Company to the foundation of the Foundation Shares (the "Gift
Instrument"). You have requested our opinion with respect to certain matters of
Delaware law in connection with the foregoing.
For purposes of giving the opinion hereinafter set forth, we have
conducted no independent factual investigation of our own, and have examined
only the following documents, which you have provided to us:
(1) A certified copy of the Certificate of Incorporation of the Company
(the "Company Certificate of Incorporation"), as filed in the Office
of the Secretary of State of the State of Delaware (the "Secretary of
State") on August 21, 1998;
(2) The Bylaws of the Company;
(3) The Registration Statement filed with the Securities and Exchange
Commission in connection with the Offering (the "Registration
Statement"), including the prospectus constituting a part thereof and
Amendment No. 1 to the Prospectus (the "Prospectus");
(4) A consent of the sole incorporator of the Company dated August 21,
1998;
(5) the form of stock certificate approved by the Board to represent
shares of Common Stock;
(6) A copy of resolutions of the Board of Directors of the Company (the
"Board") adopted at a meeting of the Board held on August 24, 1998
concerning, among other things, the organization of the Company, the
Offering, and the designation of a Pricing Committee of the Board (the
"Pricing Committee");
(7) A copy of resolutions of the Board of Directors of the Company (the
"Board") adopted at a meeting of the Board held on August 24, 1998
<PAGE>
Board of Directors
First Place Financial Corp.
November 4, 1998
Page 3
concerning, among other things, the Foundation and the issuance of the
Foundation Shares;
(8) A certified copy of the Certificate of Incorporation of the Foundation
(the "Foundation Certificate of Incorporation"), as filed in the
office of the Secretary of State on November 4, 1998;
(9) The Bylaws of the Foundation;
(10) A consent of the sole incorporator of the Foundation dated November
4, 1998;
(11) An unexecuted copy of the Gift Instrument; and
(12) Certificates of good standing for the Company and the Foundation,
each dated November 4, 1998, obtained from the Secretary of
State.
We have assumed that all signatures on documents examined by us are genuine,
that all documents submitted to us as originals are authentic, and that all
documents submitted to us as copies are complete, accurate, and authentic copies
that conform to the originals. We have not reviewed any other documents other
than those expressly referenced above, and we have assumed that no provision of
any other document is inconsistent with or would otherwise alter our opinion
expressed herein.
Capitalized terms used but not defined herein shall have the meanings
given them in the Company Certificate of Incorporation.
Based upon and subject to the foregoing and further subject to the
assumptions, qualifications, limitations, and exceptions set forth herein, we
are of the opinion that:
<PAGE>
Board of Directors
First Place Financial Corp.
November 4, 1998
Page 4
1. The Company has been duly incorporated and is validly existing in
good standing as a corporation under the laws of the State of Delaware, with the
corporate power and authority to own, lease, and operate its property and
conduct its business as now conducted as described in the Prospectus.
2. Upon the due adoption by the Pricing Committee of a resolution
fixing the price and number of shares of Common Stock to be sold in the Offering
in accordance with the terms set forth in the Prospectus, the Common Stock to be
issued in the Offering (including the shares to be issued to the ESOP) will be
duly authorized and, when such shares are sold and paid for in accordance with
the terms set forth in the Prospectus and such resolution of the Pricing
Committee, and certificates representing such shares in the form provided to us
are duly and properly issued, will be validly issued, fully paid, and
nonassessable, and no personal liability for the payment of the Company's debts
will arise solely by virtue of the ownership thereof.
3. The issuance and sale of Common Stock described in paragraph 2
above will not be in violation of or subject to any preemptive rights or other
similar rights arising by operation of Delaware law, the Company Certificate of
Incorporation, or, to the best of our knowledge, based solely on our review of
the Prospectus, otherwise.
4. The Foundation has been duly incorporated and is validly existing
as a non-stock corporation in good standing under the laws of the State of
Delaware with the corporate power and authority to own, lease, and operate its
properties and to conduct its business as described in the Prospectus.
<PAGE>
Board of Directors
First Place Financial Corp.
November 4, 1998
Page 5
5. No approval of any Delaware governmental agency, bureau,
commission, department, or other organization is required as a condition to the
establishment of the Foundation and the issuance and sale of the Foundation
Shares to the Foundation as described in the Prospectus pursuant to the Gift
Instrument.
6. The provisions of the Foundation Certificate of Incorporation and
the Bylaws of the Foundation, including, without limitation, the provisions
contained in paragraph (b) of Article Fifth of the Foundation Certificate of
Incorporation, are not inconsistent with Delaware corporate law.
7. The Foundation Shares have been duly and validly authorized for
issuance and sale, and when issued and delivered by the Company in accordance
with the terms set forth in the Prospectus and as provided in the Gift
Instrument, against payment of the aggregate par value therefor, and when a
certificate representing such shares in the form provided to us is duly and
properly issued, such shares will be duly and validly issued, fully paid, and
nonassessable, and no personal liability for the payment of the Company's debts
will arise solely by virtue of the ownership thereof.
8. The issuance and sale of the Foundation Shares will not be in
violation of or subject to any preemptive rights or other similar rights arising
by operation of Delaware law, the Company Certificate of Incorporation, or, to
the best of our knowledge, based solely on our review of the Prospectus,
otherwise.
The opinions contained herein are subject to the following
assumptions, qualifications, limitations, and exceptions:
A. The opinions expressed herein are limited in all respects to
matters of Delaware corporate law. We have not considered, and have not
expressed any opinion with regard to, or as to the effect of, the Delaware
Securities Act (6 Del. C. (S)7301 et seq.) or the
---- -- -- ----
<PAGE>
Board of Directors
First Place Financial Corp.
November 4, 1998
Page 6
requirements of any other law, rule, or regulation, state or federal, applicable
to the Bank, the Company, the Foundation, the Offering, the Conversion, or the
issuance of the Foundation Shares, including, without limitation, those
applicable to federally insured or state chartered savings banks or their
holding companies.
B. We have been advised by the Company that it will loan to the
Bank's Employee Stock Ownership Plan (the "ESOP") the funds the ESOP will use to
purchase the shares of Common Stock for which the ESOP has subscribed as part of
the Offering. In this regard, we have assumed, for purposes of rendering the
opinion set forth in paragraph 2 above, that:
(i) the Board has duly authorized the loan to the ESOP (the "Loan");
(ii) the Loan serves a valid corporate purpose;
(iii) the Loan will be made at an interest rate and on other terms
that are fair to the Company;
(iv) the terms of the Loan will be set forth in customary and
appropriate documents including, without limitation, a promissory note
representing the indebtedness of the ESOP to the Company as a result of the
Loan; and
(v) the closing for the Loan and for the sale of Common Stock to the
ESOP will be held after the closing for the sale of the other shares of Common
Stock sold in the Offering and the receipt by the Company of the proceeds
thereof.
<PAGE>
Board of Directors
First Place Financial Corp.
November 4, 1998
Page 7
C. The following provisions of the Company Certificate of
Incorporation may not be given effect by a court applying Delaware law, but in
our opinion the failure to give effect to such provisions will not affect the
duly authorized, validly issued, fully paid, and nonassessable status of the
Common Stock:
(i) (a) Subsections C.3 and C.6 of Article FOURTH, which grant the
Board the authority to construe and apply certain provisions of Article FOURTH;
(b) Section D of Article EIGHTH, which grants a majority of Disinterested
Directors (as defined in Article EIGHTH, Subsection C.6) the authority to
construe and apply certain provisions of Article EIGHTH; and (c) the provision
of Section C.7 of Article EIGHTH, which empowers the Board to determine the Fair
Market Value of property offered or paid for the Company's stock by an
Interested Stockholder; in each case with respect to (a) through (c) above, to
the extent, if any, that a court applying Delaware law were to impose equitable
limitations upon the authority of the directors of the Company under such
provisions.
(ii) Subsection C.4 of Article FOURTH, to the extent such provision
obligates any person to provide to the Board the information that such
subsection authorizes the Board to demand, to the extent, if any, that a court
applying Delaware law were to impose equitable limitations upon the authority of
the directors of the Company under such provision.
(iii) Article NINTH, which purports to permit the Board to consider
the effect of any offer to acquire the Company on constituencies other than
stockholders in evaluating any such offer.
<PAGE>
Board of Directors
First Place Financial Corp.
November 4, 1998
Page 8
This opinion is rendered solely for you benefit in connection with the
matters set forth herein and, without our prior written consent, may not be
furnished to, or quoted or relied upon by, any other person or entity for any
purpose. Patton Boggs, L.L.P. may rely on this opinion in connection with the
opinions it is delivering on the date hereof with respect to the matters set
forth herein.
Very truly yours,
/s/ Potter Anderson & Corroon LLP
Potter Anderson & Corroon LLP
340145v1
