<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
FIRST PLACE FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
FIRST PLACE FINANCIAL CORP.
185 East Market Street
Warren, Ohio 44482
(330) 373-1221
September 30, 1999
Fellow Stockholders:
You are cordially invited to attend the first annual meeting of
stockholders (the "Annual Meeting") of First Place Financial Corp. (the
"Company"), the holding company for First Federal Savings and Loan Association
of Warren (the "Association"), which will be held on Thursday, October 28, 1999,
at 2:00 p.m., Eastern Time, at the Avalon Inn, 9519 East Market Street, Warren,
Ohio.
The attached Notice of the Annual Meeting and the Proxy Statement describe
the formal business to be transacted at the Annual Meeting. Directors and
officers of the Company, as well as a representative of Crowe, Chizek and
Company LLP, the Company's independent auditors, will be present at the Annual
Meeting to respond to any questions that our stockholders may have regarding the
business to be transacted.
The Board of Directors of the Company has determined that the matters to be
considered at the Annual Meeting are in the best interests of the Company and
its stockholders. For the reasons set forth in the Proxy Statement, the Board
unanimously recommends that you vote "FOR" the nominees as directors specified
under Proposal 1 and "FOR" Proposal 2.
Whether or not you expect to attend, please sign and return the enclosed
proxy card promptly in the postage-paid envelope provided so that your shares
will be represented. Your cooperation is appreciated since a majority of the
common stock must be represented, either in person or by proxy, to constitute a
quorum for the conduct of business.
On behalf of the Board of Directors and all of the employees of the Company
and the Association, we thank you for your continued interest and support.
Sincerely Yours,
/s/ Steven R. Lewis
Steven R. Lewis
President, Chief Executive Officer
and Director
<PAGE>
FIRST PLACE FINANCIAL CORP.
185 East Market Street
Warren, Ohio 44482
(330) 373-1221
___________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 28, 1999
___________________________________________
NOTICE IS HEREBY GIVEN that the first annual meeting of stockholders (the
"Annual Meeting") of First Place Financial Corp. (the "Company") will be held
on Thursday, October 28, 1999, at 2:00 p.m., Eastern Time, at the Avalon Inn,
9519 East Market Street, Warren, Ohio.
The purpose of the Annual Meeting is to consider and vote upon the
following matters:
1. The election of two directors for terms of three years each or until
their successors are elected and qualified;
2. The ratification of the appointment of Crowe, Chizek and Company LLP
as independent auditors of the Company for the fiscal year ending June
30, 2000; and
3. Such other matters as may properly come before the meeting and at any
adjournments thereof, including whether or not to adjourn the meeting.
The Board of Directors has established September 20, 1999, as the record
date for the determination of stockholders entitled to receive notice of and to
vote at the Annual Meeting and at any adjournments thereof. Only recordholders
of the Common Stock of the Company as of the close of business on such record
date will be entitled to vote at the Annual Meeting or any adjournments thereof.
In the event there are not sufficient votes for a quorum or to approve or ratify
any of the foregoing proposals at the time of the Annual Meeting, the Annual
Meeting may be adjourned in order to permit further solicitation of proxies by
the Company. A list of stockholders entitled to vote at the Annual Meeting will
be available at the administrative offices of the Company, 185 East Market
Street, Warren, Ohio 44482, for a period of ten days prior to the Annual Meeting
and will also be available at the Annual Meeting itself.
By Order of the Board of Directors
/s/ Dominique Stoeber
Dominique Stoeber
Secretary
Warren, Ohio
September 30, 1999
<PAGE>
FIRST PLACE FINANCIAL CORP.
____________________________________________________
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
October 28, 1999
____________________________________________________
Solicitation and Voting of Proxies
This Proxy Statement is being furnished to stockholders of First Place
Financial Corp. (the "Company") in connection with the solicitation by the Board
of Directors (the "Board of Directors" or "Board") of proxies to be used at the
annual meeting of stockholders (the "Annual Meeting"), to be held on Thursday,
October 28, 1999 at 2:00 p.m., at the Avalon Inn, 9519 East Market Street,
Warren, Ohio and at any adjournments thereof. The 1999 Annual Report to
Stockholders, including consolidated financial statements for the fiscal year
ended June 30, 1999, accompanies this Proxy Statement, which is first being
mailed to recordholders on or about September 30, 1999.
Regardless of the number of shares of common stock owned, it is important
that recordholders of a majority of the shares be represented by proxy or
present in person at the Annual Meeting. Stockholders are requested to vote by
completing the enclosed proxy card and returning it signed and dated in the
enclosed postage-paid envelope. Stockholders are urged to indicate their vote
in the spaces provided on the proxy card. Proxies solicited by the Board of
Directors of the Company will be voted in accordance with the directions given
therein. Where no instructions are indicated, signed proxy cards will be voted
"For" the election of the nominees for director named in this proxy statement
and "For" the ratification of Crowe, Chizek and Company LLP as independent
auditors of the Company for the fiscal year ending June 30, 2000.
Other than the matters set forth on the attached Notice of Annual Meeting
of Stockholders, the Board of Directors knows of no additional matters that will
be presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxy holders discretionary authority to vote
the shares in accordance with their best judgment on such other business, if
any, that may properly come before the Annual Meeting and at any adjournments
thereof, including whether or not to adjourn the Annual Meeting.
A proxy may be revoked at any time prior to its exercise by filing a
written notice of revocation with the Secretary of the Company, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
Annual Meeting and voting in person. However, if you are a stockholder whose
shares are not registered in your own name, you will need appropriate
documentation from your recordholder to vote personally at the Annual Meeting.
1
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The cost of solicitation of proxies on behalf of management will be borne
by the Company. Proxies may be solicited personally or by telephone by
directors, officers and other employees of the Company and its subsidiary, First
Federal Savings and Loan Association of Warren (the "Association"), without
additional compensation therefor. The Company will also request persons, firms
and corporations holding shares in their names, or in the name of their
nominees, which are beneficially owned by others, to send proxy material to and
obtain proxies from such beneficial owners, and will reimburse such holders for
their reasonable expenses in doing so.
Voting Securities
The securities which may be voted at the Annual Meeting consist of shares
of common stock of the Company ("Common Stock"), with each share entitling its
owner to one vote on all matters to be voted on at the Annual Meeting, except as
described below. There is no cumulative voting for the election of directors.
The close of business on September 20, 1999 has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
stockholders of record entitled to notice of and to vote at the Annual Meeting
and at any adjournments thereof. The total number of shares of Common Stock
outstanding on the Record Date was 11,241,250 shares.
As provided in the Company's Certificate of Incorporation, recordholders of
Common Stock who beneficially own in excess of 10% of the outstanding shares of
Common Stock (the "Limit") are not entitled to any vote in respect of the shares
held in excess of the Limit, and such shares held in excess of the Limit are
treated as not outstanding for voting purposes. A person or entity is deemed to
beneficially own shares owned by an affiliate of, as well as by persons acting
in concert with, such person or entity. The Company's Certificate of
Incorporation authorizes the Board of Directors (i) to make all determinations
necessary to implement and apply the Limit, including determining whether
persons or entities are acting in concert, and (ii) to demand that any person
who is reasonably believed to beneficially own stock in excess of the Limit to
supply information to the Company to enable the Board of Directors to implement
and apply the Limit.
The presence, in person or by proxy, of the holders of at least a majority
of the total number of shares of Common Stock entitled to vote (after
subtracting any shares in excess of the Limit pursuant to the Company's
Certificate of Incorporation) is necessary to constitute a quorum at the Annual
Meeting. In the event there are not sufficient votes for a quorum or to approve
or ratify any proposal at the time of the Annual Meeting, the Annual Meeting may
be adjourned in order to permit the further solicitation of proxies.
As to the election of directors set forth in Proposal 1, the proxy card
being provided by the Board of Directors enables a stockholder to vote "FOR" the
election of the nominees proposed by the Board of Directors, or to "WITHHOLD"
authority to vote for one or more of the nominees being proposed. Under
Delaware law and the Company's bylaws, directors are elected by a plurality of
votes cast, without regard to either (i) broker non-votes, or (ii) proxies as to
which authority to vote
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for one or more of the nominees being proposed is withheld.
As to the ratification of Crowe, Chizek and Company LLP as independent
auditors of the Company set forth in Proposal 2, and all other matters that may
properly come before the Annual Meeting, by checking the appropriate box, a
shareholder may: (i) vote "FOR" such item; (ii) vote "AGAINST" such item; or
(iii) "ABSTAIN" from voting on such item. Under the Company's bylaws, unless
otherwise required by law, all such matters shall be determined by a majority of
the votes cast, without regard to either (a) broker non-votes, or (b) proxies
marked "ABSTAIN" as to that matter.
Proxies solicited hereby will be returned to the Company's transfer agent,
Registrar and Transfer Company, and will be tabulated by inspectors of election
designated by the Board of Directors, who will not be employed by, or be a
director of, the Company or any of its affiliates. After the final adjournment
of the Annual Meeting, the proxies will be returned to the Company for
safekeeping.
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Security Ownership of Certain Beneficial Owners
The following table sets forth information as to those persons believed by
management to be beneficial owners of more than 5% of the Company's outstanding
shares of Common Stock on the Record Date or as disclosed in certain reports
received to date regarding such ownership filed by such persons with the Company
and with the Securities and Exchange Commission ("SEC"), in accordance with
Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended
("Exchange Act"). Other than those persons listed below, the Company is not
aware of any person, as such term is defined in the Exchange Act, that owns more
than 5% of the Company's Common Stock as of the Record Date.
<TABLE>
<CAPTION>
Amount and
Nature of
Name and Address Beneficial
Title of Class of Beneficial Owner Ownership Percent of Class
-------------- ------------------- --------- ----------------
<S> <C> <C> <C>
Common Stock First Federal Savings and Loan 899,300 (1) 8.0%
Association of Warren Employee Stock
Ownership Plan ("ESOP")
185 East Market Street
Warren, Ohio 44482
Common Stock First Federal of Warren Community 797,625 (2) 7.1%
Foundation
185 East Market Street
Warren, Ohio 44482
</TABLE>
(1) Shares of Common Stock were acquired by the ESOP in the Association's stock
conversion. The ESOP Committee administers the ESOP. The ESOP Trustee must
vote all allocated shares held in the ESOP in accordance with the
instructions of the participants. At September 20, 1999, no shares had been
allocated under the ESOP. Each participant, however, will be deemed to have
one share of Common Stock in the ESOP allocated to such participant's
account for the purpose of providing voting instructions to the ESOP
Trustee. Under the ESOP, unallocated shares and allocated shares as to
which voting instructions are not given by participants are to be voted by
the ESOP Trustee in a manner calculated to most accurately reflect the
instructions received from participants regarding the allocated stock so
long as such vote is in accordance with the fiduciary provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").
(2) First Federal of Warren Community Foundation is a private foundation that
was funded with 802,625 shares of Common Stock of the Company in connection
with the Conversion. Pursuant to a regulatory condition imposed by the
Office of Thrift Supervision ("OTS") in approving the formation and funding
of the Foundation, unless the condition is waived by the OTS, all shares of
Common Stock held by the Foundation must be voted in the same ratio as all
other shares of Common Stock on all proposals considered by stockholders of
the Company.
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PROPOSALS TO BE VOTED ON AT THE MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
The Board of Directors of the Company currently consists of eight (8)
directors and is divided into three classes. Each of the eight members of the
Board of Directors of the Company also presently serves as a director of the
Association. Directors are elected for staggered terms of three years each,
with the term of office of only one of the three classes of directors expiring
each year. Directors serve until their successors are elected and qualified.
Immediately prior to the Annual Meeting, it is expected that Mr. William
Watson will resign from the Board of Directors pursuant to the Company's
mandatory retirement bylaw. The Board will at that time reduce the size of the
Board to seven (7) directors.
The two nominees proposed for election at this Annual Meeting are Paul A.
Watson and Steven R. Lewis. No person being nominated as a director is being
proposed for election pursuant to any agreement or understandings between any
such person and the Company.
In the event that any such nominee is unable to serve or declines to serve
for any reason, it is intended that the proxies will be voted for the election
of such other person as may be designated by the present Board of Directors. The
Board of Directors has no reason to believe that any of the persons named will
be unable or unwilling to serve. Unless authority to vote for the nominee is
withheld, it is intended that the shares represented by the enclosed proxy card,
if executed and returned, will be voted "For" the election of the nominees
proposed by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE
NOMINEES NAMED IN THIS PROXY STATEMENT.
Information with Respect to the Nominees, Continuing Directors and Certain
Executive Officers
The following table sets forth, as of the Record Date, the names of the
nominees, continuing directors and Named Executive Officers (as defined herein)
as well as their ages, a brief description of their recent business experience,
including present occupations and employment, certain directorships held by
each, the year in which each director became a director of the Association, the
year in which their terms (or in the case of the nominees, their proposed terms)
as director of the Company expire. The table also sets forth the amount of
Common Stock and the percent thereof beneficially owned by each director and
Named Executive Officer and all directors and executive officers as a group as
of the Record Date.
5
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<TABLE>
<CAPTION>
Shares of
Name and Principal Expiration of Common Stock
Occupation at Present Director Term as Beneficially Percent of
and for Past Five Years Age Since(1) Director Owned (2) Class
----------------------- --- --------- -------- --------- -----
<S> <C> <C> <C> <C> <C>
NOMINEES
Paul A. Watson................................. 67 1983 2002 86,200(3)(4) *
Chairman of the Board of Directors of the
Company and the Association. Mr. Watson was
President and Chief Executive Officer of the
Association from 1983 until his retirement in
1996.
Steven R. Lewis................................ 41 1998 2002 129,273(3)(4) 1.1%
President and Chief Executive Officer of the
Company and the Association since 1997.
Served as Executive Vice President from 1995
to 1997. Served as Vice President and
Treasurer from 1985 until 1995.
CONTINUING DIRECTORS
George J. Gentithes............................ 66 1989 2001 82,400(5)(6) *
Mr. Gentithes has been a consultant for T.F.
Industries, Warren, Ohio since 1994.
Robert P. Grace................................ 60 1996 2000 47,400(5)(6) *
Mr. Grace has been Vice President and Chief
Financial Officer of Salem Label Co., Salem,
Ohio since 1995. Prior to that date, Mr.
Grace was a principal in the accounting firm
of Packer, Thomas & Co.
Thomas M. Humphries............................ 55 1990 2000 47,400(5)(6) *
Mr. Humphries has been President of the
Youngstown-Warren Regional Chamber of
Commerce since 1998. Prior to that date, he
was a General Manager with Sprint Corp., a
telecommunications company located in Warren,
Ohio.
Robert S. McGeough............................. 69 1973 2000 48,525(5)(6) *
Mr. McGeough has been of counsel to the firm
Harrington, Hoppe & Mitchell since 1997.
Prior to that he was a partner with the law
firm of Hoppe, Frey, Hewitt & Milligan.
E. Jeffrey Rossi............................... 46 1994 2001 61,918(5)(6) *
Mr. Rossi is principal of E.J. Rossi &
Company, a life and health insurance
brokerage, located in Youngstown and Warren,
Ohio.
</TABLE>
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<TABLE>
<CAPTION>
Shares of
Name and Principal Expiration of Common Stock
Occupation at Present Director Term as Beneficially Percent of
and for Past Five Years Age Since(1) Director Owned (2) Class
----------------------- --- --------- -------- --------- -----
<S> <C> <C> <C> <C> <C>
NAMED EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
R. Patrick Wilkinson........................... 51 -- -- 58,948(3)(4) *
Vice President - Retail Division of the
Association since 1987
Stock ownership of all Directors and Executive
Officers as a Group (12 persons) -- -- 648,373(7) 5.8%
</TABLE>
_____________
* Does not exceed 1.0% of the Company's voting securities.
(1) Includes years of service as a director of the Association.
(2) Each person effectively exercises sole (or shares with spouse or other
immediate family member) voting or dispositive power as to shares reported
herein (except as noted).
(3) Includes 33,700, 89,850 and 31,000 shares awarded to Messrs. Paul Watson,
Steven Lewis and R. Patrick Wilkinson, respectively, under the Incentive
Plan which have not yet vested. Awards to officers under the Incentive Plan
vest at a rate of 20% per year commencing on July 2, 2000. The shares
awarded but not yet vested will be voted by the trustee for the Incentive
Plan, taking into account the best interests of the participants, who may
provide voting recommendations to the trustee.
(4) Excludes 84,000, 224,000 and 33,600 shares subject to options granted to
Messrs. Paul Watson, Steven Lewis and R. Patrick Wilkinson, respectively,
under the Incentive Plan which are not exercisable. Options become
exercisable at a rate of 20% per year commencing on July 2, 2000. See
"Executive Compensation- Incentive Plan."
(5) Includes 22,400 shares awarded to each outside director pursuant to the
First Place Financial Corp. 1999 Incentive Plan (the "Incentive Plan"),
which vest in five equal annual installments commencing on July 2, 2000
which have not yet vested. The shares awarded but not yet vested will be
voted by the trustee for the Incentive Plan, taking into account the best
interests of the participants, who may provide voting recommendations to
the trustee.
(6) Excludes 56,100 shares subject to options granted to each outside director
under the Incentive Plan which are not currently exercisable. Options
granted pursuant to the Incentive Plan become exercisable at a rate of 20%
per year commencing on July 2, 2000.
(7) Includes a total of 333,050 shares awarded under the Incentive Plan as to
which voting may be recommended. Excludes a total of 756,500 shares subject
to options under the Incentive Plan which are not currently exercisable.
Meetings of the Board of Directors and Committees of the Board of Directors of
the Company
The Board of Directors of the Company conducts its business through
meetings of the Board of Directors and through activities of its committees.
The Board of Directors of the Company meets weekly and may have additional
meetings as needed. During the year ended June 30, 1999, the Board of Directors
of the Company held 48 meetings. All of the directors of the Company attended
at least 75% of the total number of the Company's Board meetings held and
committee meetings on which such directors served during fiscal 1999. The Board
of Directors of the Company maintains committees, the nature and composition of
which are described below:
Audit Committee. The Audit Committee of the Company and the Association
consists of Messrs. Gentithes, Grace, Humphries and Rossi. The Audit Committee
is responsible for reporting to the Board on the general financial condition of
the Association and the results of the annual audit, and is responsible for
ensuring that the Association's activities are being conducted in
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accordance with applicable laws and regulations. The Audit Committees of the
Company and of the Association both met three times in fiscal 1999.
Nominating Committee. The entire Board of Directors acts as a nominating
committee to consider and select the nominees for director to stand for election
at the Company's annual meeting of shareholders. The Company's Certificate of
Incorporation and Bylaws provide for stockholder nominations of directors.
These provisions require such nominations to be made pursuant to timely notice
in writing to the Secretary of the Company. The stockholder's notice of
nomination must contain all information relating to the nominee which is
required to be disclosed by the Company's Bylaws and by the Exchange Act. The
Board of Directors met one time during fiscal 1999 in its capacity as nominating
committee.
Compensation Committee. The Compensation Committee of the Company consists
of Messrs. McGeough, Rossi, Gentithes and Humphries. The committee meets to
establish compensation and benefits for the executive officers and to review the
incentive compensation programs when necessary. The committee is also
responsible for all matters regarding compensation and benefits, hiring,
termination and affirmative action issues for other officers and employees of
the Company and the Association. The Compensation Committee of the Company met
five times in fiscal 1999.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's officers (as
defined in regulations promulgated by the SEC thereunder) and directors, and
persons who own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership and changes in ownership with
the SEC. Officers, directors and greater than ten percent shareholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on a review of copies of all such reports of ownership
furnished to the Company, or written representations that no forms were
necessary, the Company believes that during the past fiscal year all filing
requirements applicable to its officers, directors and greater than ten percent
beneficial owners were complied with, except that a Form 3 reporting James
Ditch's initial ownership upon becoming an officer of the Company was not filed
on a timely basis. The appropriate form was subsequently filed.
Directors' Compensation
Directors' Fees. Currently, all directors of the Association, with
exception of Mr. Lewis, receive an annual retainer of $6,000. In addition,
such directors receive a fee of $300 ($350 for the Chairman of the Board) for
each regular and special Board meeting which they attend. Such directors also
receive a fee of $90 ($150 in the case of the Audit Committee and the Asset
Classification Committee) for each committee meeting attended. Directors of the
Company receive no compensation for their services as such.
8
<PAGE>
Executive Compensation
The report of the Compensation Committee and the stock performance graph
shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act,
except as to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
Compensation Committee Report on Executive Compensation. Under rules
established by the Securities and Exchange Commission ("SEC"), the Company is
required to provide certain data and information in regard to the compensation
and benefits provided to the Company's Chief Executive Officer and other
executive officers of the Company or the Association. The disclosure
requirements for the Chief Executive Officer and other executive officers
include the use of tables and a report explaining the rationale and
considerations that led to fundamental compensation decisions affecting those
individuals. In fulfillment of this requirement, the Compensation Committee of
the Board of Directors of the Company, at the direction of the Board of
Directors, has prepared the following report for inclusion in this Proxy
Statement.
During the 1999 fiscal year, the Compensation Committee of the Board of
Directors of the Company was comprised of Messrs. McGeough, Rossi, Gentithes and
Humphries (the "Committee"). The Board of Directors of the Company delegates to
the Committee the responsibility for developing and administering policies which
govern the total compensation program for the executive officers of the Company
and the Association. The Committee also administers the Company's 1999
Incentive Plan.
The goal of the Company's executive compensation program is to retain,
motivate and reward management through the compensation policies and awards,
while aligning their interests more closely with those of the Company and its
stockholders. In furtherance of this goal, the program consists of three main
components: (i) base salary; (ii) bonuses, which are either discretionary or
based on Company or Association performance; and (iii) stock awards and stock
options to provide long-term incentives for performance and to align executive
officer and stockholder interests. The Company adopted its 1999 Incentive Plan,
which provides for stock awards and stock options, in July 1999, and thus the
considerations in making grants under that plan were not determinative in the
Committee's compensation decisions for the fiscal year ended June 30, 1999, but
will be considered in ongoing compensation planning.
Performance Evaluations. The Committee met during the year to perform
evaluations for each of the executive officers of the Company and of the
Association. An assessment of each executive officer's contributions,
experience and knowledge was made along with recommendations from Mr. Lewis.
Based upon those assessments, a review of progress towards goals established
during the previous year and comparisons to other regional executive officer
compensation levels,
9
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the Committee made salary recommendations to the Board of Directors of the
Company. The Board reviewed the recommendations in order to establish salary
levels for the upcoming year.
CEO Compensation. The Compensation Committee also met during the year to
discuss the compensation of Mr. Lewis. In addition to the criteria outlined
above for performance evaluations, the Committee also considered the following
to establish the appropriate salary level for Mr. Lewis: (i) published salary
information for CEO's of comparable institutions, both local and regional; (ii)
information obtained from proxy statements of publicly traded banks and thrifts;
(iii) the overall performance of the Company; and (iv) the increased duties,
responsibilities and obligations that have been taken on by Mr. Lewis as the
President and Chief Executive Officer of a newly public company. Based upon the
Compensation Committee's recommendations, the Board of Directors determined that
an increase in his salary to a level more commensurate with his peers, as well
as with his new responsibility, was merited by his successful performance in the
position to date, and increased Mr. Lewis' annual salary from $135,000 per year
to $150,000 per year.
The goal of the above referenced compensation policies, as implemented by
the Committee, is to be certain that all Executives are compensated consistent
with the above guidelines and to assure that all reasonable and possible efforts
are being exerted to maximize shareholder value. Compensation levels will be
reviewed as frequently as necessary to ensure this result.
The Compensation Committee
George J. Gentithes Robert S. McGeough
Thomas M. Humphries E. Jeffrey Rossi
10
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Stock Performance Graph. The following graph shows a comparison of
cumulative total stockholder return on the Company's Common Stock based on the
market price of the Common Stock with the cumulative total return of companies
on the Nasdaq Stock Market (U.S.) Index and Nasdaq Bank Stocks for the period
beginning on January 4, 1999, the day the Company's Common Stock began trading,
through June 30, 1999. The graph was derived from a limited period of time,
and, as a result, may not be indicative of possible future performance of the
Company's Common Stock.
Comparison of Cumulative Total Returns
Among the Company, Nasdaq Stock Market (U.S.)
Index and the Nasdaq Bank Stock Index
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Summary
01/04/99 01/29/99 02/26/99 03/31/99 04/30/99 5/31/99 6/31/99
-------- -------- -------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
First Place Financial Corp. 100.0 108.0 105.0 101.0 108.0 115.0 123.0
CRSP INDEX-Nasdaq Stock Market Index 100.0 114.0 104.0 111.0 114.0 111.0 121.0
CRSP INDEX-Nasdaq Bank Stock Index 100.0 98.0 97.0 96.0 103.0 101.0 103.0
Notes:
A. The lines represent yearly index levels derived from compounded daily returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the previous trading day.
C. If the interval is not a trading day, the preceding trading day is used.
D. The index level for all series was set to 100.00 on 1/4/99.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE>
Summary Compensation Table. The following table shows, for the fiscal
years ended June 30, 1999 and 1998, the cash compensation paid by the
Association, as well as certain other compensation paid or accrued for those
years, to the Chief Executive Officer and the other executive officer of the
Association who received compensation in excess of $100,000 ("Named Executive
Officers").
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Long Term Compensation
--------------------------------------------
Awards Payouts
------------------------------- -----------
Annual Compensation
-----------------------------------------
Other Restricted Securities All
Annual Stock Underlying LTIP Other
Name and Salary Compensation Awards Options/SARs Payouts Compensation
Principal Position Year ($)(1) Bonus ($) ($)(2) ($) (#) ($)(3) ($)(4)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Steven R. Lewis, 1999 $ 131,731 $ 30,000 -- -- -- -- $3,586
President and 1998 120,162 12,480 -- -- -- -- 2,603
Chief Executive
Officer
R. Patrick Wilkinson, 1999 $ 77,662 $ 23,000 -- -- -- -- $2,209
Vice President -
Retail Division 1998 75,100 15,300 -- -- -- -- 1,728
</TABLE>
_____________________________
(1) Under Annual Compensation, the column titled "Salary" includes amounts
deferred by the Named Executive Officer pursuant to the Association's
401(k) Plan.
(2) There were no (a) perquisites over the lesser of $50,000 or 10% of the
individual's total salary and bonus for the last year, (b) payments of
above-market preferential earnings on deferred compensation, (c) payments
of earnings with respect to long-term incentive plans prior to settlement
or maturation, (d) tax payment reimbursements, or (e) preferential
discounts on stock.
(3) For fiscal 1999 and 1998, the Association had no long-term incentive plans
in existence. Accordingly, there were no payments or awards under any long-
term incentive plan.
(4) Other compensation includes the Association's matching contribution under
the Association's 401(k) Plan.
Employment and Change in Control Agreements
The Association and the Company have entered into employment agreements
with Steven R. Lewis, the President and Chief Executive Officer of the Company
and the Association (the "Executive") (collectively, the "Employment
Agreements"). These Employment Agreements are intended to ensure that the
Association and the Company will be able to maintain a stable and competent
management base. The continued success of the Association and the Company
depends to a significant degree on the skills and competence of the Executive.
The Employment Agreements provide for a three-year term. The Employment
Agreements provide that, on or before the third anniversary date and continuing
each third anniversary date thereafter, the Board of Directors will review the
agreement and the Executive's performance for purposes of determining whether to
extend the agreement for an additional three years so that the remaining term
shall be three years, unless written notice of non-renewal is given by the Board
of
12
<PAGE>
Directors after conducting a performance evaluation of the Executive. The
agreements provide that the Executive's base salary will be reviewed annually.
The current base salary under the Employment Agreements for Mr. Lewis is
$150,000. In addition to the base salary, the Employment Agreements provide for,
among other things, participation in stock benefit plans and other fringe
benefits applicable to executive personnel. The agreements provide for
termination by the Association or the Company for cause as defined in the
Employment Agreements, at any time. In the event the Association or the Company
chooses to terminate the Executive's employment for any reasons other than for
cause, or in the event of the Executive's resignation from the Association and
the Company upon: (i) failure to re-elect the Executive to his current offices;
(ii) a material change in the Executive's functions, duties or responsibilities;
(iii) a relocation of the Executive's principal place of employment by more than
50 miles; (iv) a material reduction in the benefits and perquisites to the
Executive from those being provided as of the effective date of the Employment
Agreements, unless consented to by the Executive; (v) liquidation or dissolution
of the Association or the Company; or (vi) a breach of the agreement by the
Association or the Company, the Executive or, in the event of death, the
Executive's beneficiary, would be entitled to receive an amount equal to the
remaining base salary payments due to the Executive and the contributions that
would have been made on the Executive's behalf to any employee benefit plans of
the Association or the Company during the remaining term of the Employment
Agreements. The Association and the Company would also continue and pay for the
Executive's life, health and dental coverage for the remaining term of the
Employment Agreements. Upon any termination of the Executive, the Executive is
subject to a one-year non-competition agreement.
Under the Employment Agreements, if involuntary termination or under
certain circumstances, voluntary termination follows a change in control of the
Association or the Company as defined in the Employment Agreements, the
Executive, or, in the event of the Executive's death, his beneficiary, would be
entitled to a severance payment equal to the greater of: (i) the payments due
for the remaining terms of the agreement; or (ii) three times the average of the
five preceding taxable years' annual compensation. The Association and the
Company would also continue the Executive's life, health and dental coverage for
36 months. Notwithstanding that both the Association and Company Employment
Agreements provide for a severance payment in the event of a change in control,
the Executive would only be entitled to receive a severance payment under one
agreement. For the purposes of determining the term of the Association Agreement
and the benefits to be paid as described in this paragraph, the Board of
Directors of the Association shall annually review the agreement and the
Executive's performance for the purpose of determining whether to deem the
Agreement extended for an additional year such that the remaining term for these
purposes shall be three years. The Company Employment Agreement shall be deemed
extended for these purposes on a daily basis unless written notice of non-
renewal is given by the Board of Directors.
Payments to the Executive under the Association's Employment Agreement will
be guaranteed by the Company in the event that payments or benefits are not paid
by the Association. Payment under the Company's Employment Agreement would be
made by the Company. All reasonable costs and legal fees paid or incurred by
the Executive pursuant to any dispute or question
13
<PAGE>
of interpretation relating to the Employment Agreements shall be paid by the
Association or Company, respectively, if the Executive is successful on the
merits pursuant to a legal judgment, arbitration or settlement. The Employment
Agreements also provide that the Association and Company shall indemnify the
Executive to the fullest extent allowable under federal and Delaware law,
respectively. In the event of a change in control of the Association or the
Company, the total amount of payments due under the Employment Agreements, based
solely on the current base salary to be paid to Mr. Lewis excluding any benefits
under any employee benefit plan which may be payable, would be approximately
$450,000.
The Association and the Company have entered into two-year change in
control agreements ("CIC Agreements") with certain other executive officers (the
"Officers") of the Company and the Association, none of whom will be covered by
employment contracts. The CIC Agreements provide that commencing on the first
anniversary date and continuing on each anniversary thereafter, the
Association's CIC Agreements may be renewed by the Board of Directors for an
additional year. The Company's CIC Agreements are similar to the Association's
CIC Agreements except that the term of the Company's CIC Agreements shall be
extended on a daily basis. The CIC Agreements provide that in the event
involuntary termination or, in certain circumstances, voluntary termination
follows a change in control of the Association or the Company, the Officer would
be entitled to receive a severance payment equal to two times the Officer's
average annual compensation for the five years preceding the termination. The
Association would also continue, and pay for, the Officer's life and health
insurance coverage for 24 months following termination. Payments to the Officer
under the Association's CIC Agreements are guaranteed by the Company in the
event that payments of benefits are not paid by the Association.
In the event of a change in control, total payments to the Officers under
the CIC Agreements, based solely on current base salary and excluding any
benefits under any employee benefit plan which may be payable, would be
approximately $750,000.
Insurance Plans
All full-time employees of the Association, upon completion of the
applicable introductory period, are covered as a group for comprehensive
hospitalization, including major medical and long-term disability insurance.
Life insurance is also provided to employees.
Benefit Plans
Retirement Plan. The Association sponsors a defined benefit pension plan
known as the First Federal Savings and Loan Association of Warren Defined
Benefit Pension Plan ("Retirement Plan"). The Retirement Plan is intended to
satisfy the tax qualification requirements of Section 401(a) of the Code. The
Board of Directors voted to terminate the Retirement Plan effective June 30,
1999.
Employees are eligible to participate in the Retirement Plan on the April 1
or October 1 coincident with or otherwise next following the later of an
employee's 21/st/ birthday and the one year
14
<PAGE>
anniversary of the employee's date of employment, regardless of the number of
hours of service credited. The Retirement Plan defines "Employee" as any
individual employed by the Association or its affiliates or any leased employee
who is deemed to be an employee under Section 414(n) of the Code but excludes
any person who is an independent contractor.
The Retirement Plan provides for a normal retirement benefit to
participants upon retirement at or after the later of (i) attainment of age 65
or (ii) the fifth anniversary of initial participation in the plan. The annual
normal retirement benefit for a participant under the Retirement Plan equals 45%
of a participant's "Average Monthly Compensation" (as defined in the plan) plus
16% of the participant's "Average Monthly Compensation" in excess of one-twelfth
"Covered Compensation" (as defined in the plan). However, if projected years of
service to normal retirement age are less than twenty-five, the percentage of
Average Monthly Compensation and the excess percentage will be reduced by one-
twenty-fifth for each year of service less than twenty-five.
A participant may also become eligible to receive an early retirement
benefit upon the (i) attainment of age 60; and (ii) completion of 15 years of
service. Early retirement benefits are generally calculated in the same manner
as a participant's normal retirement benefits but may be actuarially reduced if
paid prior to the participant's "Normal Retirement Date" (as defined by the
plan). Participants generally become vested in their benefits under the
Retirement Plan upon completing at least five years of Service.
The plan generally pays benefits in the form of a straight life annuity
with respect to unmarried participants and in the form of a joint and 50%
survivor annuity (with the spouse as designated beneficiary) for married
participants. Other forms of benefit payments, including a lump sum, are
available under the Retirement Plan.
15
<PAGE>
The following table sets forth the estimated annual benefits payable under
the Retirement Plan upon a participant's retirement at age 65 under the most
advantageous plan provisions available at various levels of compensation and
years of service. Covered compensation under the Retirement Plan basically
includes the base salary for participants, and does not consider any cash bonus
amounts. The benefits listed in the table below for the Retirement Plan are not
subject to a deduction for social security benefits or any other offset amount.
<TABLE>
<CAPTION>
Final Average Years of Service
---------------------------------------------------------------
Compensation 15 20 25 30 35 40
------------ --------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
$ 20,000 $ 5,400 $ 7,200 $ 9,000 $ 9,000 $ 9,000 $ 9,000
30,000 8,100 10,800 13,500 13,500 13,500 13,500
50,000 13,500 18,000 22,500 22,500 22,500 22,500
75,000 21,102 28,137 35,171 35,171 35,171 35,171
100,000 30,252 40,337 50,421 50,421 50,421 50,421
150,000 48,552 64,737 80,921 80,921 80,921 80,921
200,000 52,212 69,617 87,021 87,021 87,021 87,021
250,000 52,212 69,617 87,021 87,021 87,021 87,021
300,000 52,212 69,617 87,021 87,021 87,021 87,021
and over (1)
</TABLE>
___________
(1) Under current law, the final average compensation for computing benefits
under the Retirement Plan cannot exceed $160,000 (indexed for inflation).
The approximate years of service, as of June 30, 1999, for the named
executive officers is as follows:
Named Executive Officer Years of Service
----------------------- ----------------
Steven R. Lewis 15
R. Patrick Wilkinson 26
401(k) Plan. The Association also sponsors the First Federal Savings and
Loan Association of Warren 401(k) Savings Plan ("401(k) Plan"), a tax-qualified
profit sharing and salary reduction plan under Sections 401(a) and 401(k) of the
Code. Generally, employees other than employees who are collective bargaining
unit employees and employees who are non-resident aliens become eligible to
participate in the 401(k) Plan upon the attainment of age 21 and the completion
of one year of service. Under the 401(k) Plan, participants may make salary
reduction contributions equal to 2% to 12% of their compensation or the legally
permissible limit (currently $10,000). The Association matches of the
compensation deferred by a participant with respect to amounts deferred up to 6%
of annual compensation.
16
<PAGE>
Participants are always 100% vested in their salary reduction
Contributions. Participants become 100% vested in Association matching
contributions after the completion of five years of service with the
Association. A participant who terminates employment due to death, disability,
or retirement immediately becomes fully vested in the Association's matching
contributions credited to his or her account regardless of the participant's
years of service. A participant's vested portion of his or her 401(k) Plan
account is distributable from the 401(k) Plan upon the termination of the
participant's employment, death, disability or retirement. In addition, a
participant may be eligible for hardship withdrawals and loans under the 401(k)
Plan. Any distribution made to a participant prior to the participant's
attainment of age 59 is subject to a 10% excise tax in addition to federal
income taxes. The Board of Directors may at any time discontinue the
Association's contributions to employee accounts. For the years ended June 30,
1999, 1998 and 1997, the Association's matching contributions to the 401(k) Plan
were $37,000, $56,000 and $52,000, respectively.
The 401(k) Plan currently permits participants to invest their 401(k) Plan
account balances in several types of investment funds. In connection with the
Conversion, the Association amended the 401(k) Plan to permit plan participants
to invest their account balances in Company Common Stock through an employer
stock fund (the "Employer Stock Fund"). The Employer Stock Fund will be
invested primarily in shares of Common Stock. The trustee may follow the voting
directions of 401(k) Plan participants investing in the Employer Stock Fund;
provided that the trustee determines such voting is consistent with its
fiduciary duties.
ESOP. In connection with the Conversion, the Association also implemented
an employee stock ownership plan ("ESOP"). The ESOP is a tax-qualified
retirement plan designed to invest primarily in employer securities. The
Association will make contributions to the ESOP on behalf of all ESOP
participants. The ESOP will provide eligible employees with the opportunity to
receive a Association funded retirement benefit based on the value of the Common
Stock. The eligibility requirements for the ESOP are similar to those of the
401(k) Plan.
The ESOP purchased 8.0%, or 899,300 shares, of the Common Stock issued in
connection with the Conversion, including shares issued to the Foundation.
Shares of Common Stock purchased by the ESOP with funds borrowed from the
Company are pledged as collateral for the loan, and are held in a suspense
account until released for allocation among participants as the loan is repaid.
The trustee will release the pledged shares annually from the suspense account
in an amount proportional to the repayment of the ESOP loan for each plan year.
The released shares will then be allocated to the accounts of ESOP participants
as follows: First, for each eligible ESOP participant, a portion of the shares
released for the plan year will be allocated to a special "matching" account
under the ESOP equal in value to the amount of matching contribution, if any,
and/or if applicable, that such participant would be entitled to under the terms
of the 401(k) Plan for the plan year. Second, the remaining shares which have
been released for the plan year will be allocated to each eligible participant's
general ESOP account based on the ratio of each such participant's base
compensation to the total base compensation of all eligible ESOP
17
<PAGE>
participants. Participants will vest in their ESOP account at a rate of 20%
annually commencing after the completion of two years of service, with 100%
vesting upon the completion of six years of service. Participants will also
become fully vested in their accounts if their service terminates due to death,
retirement, disability, or upon the occurrence of a change in control. The ESOP
may reallocate forfeitures among remaining participants, in the same proportion
as contributions. Benefits under the ESOP will become payable upon death,
retirement, early retirement, or separation from service. The annual
contributions to the ESOP are not fixed, so benefits payable under the ESOP
cannot be estimated.
Transactions with Certain Related Persons
Federal regulations require that all loans or extensions of credit to
executive officers and directors must be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with the general public and must not involve more than
the normal risk of repayment or present other unfavorable features. In
addition, loans made to a director or executive officer in excess of the greater
of $25,000 or 5% of the Association's capital and surplus (up to a maximum of
$500,000) must be approved in advance by a majority of the disinterested members
of the Board of Directors.
The Association offers directors, officers and full-time employees of the
Association who satisfy certain criteria and the general underwriting standards
of the Association, mortgage loans with interest rates which may be up to 1%
below the rates offered to the Association's other customers, the Employee Loan
Rate ("ELR"). The program also offers a 3/4% interest rate discount on motor
vehicle loans (other than motorcycles). Loan application fees are waived for
all ELR loans. The ELR normally ceases upon termination of employment. Upon
termination of the ELR, the interest rate reverts to the contract rate in effect
at the time that the loan was originated. All other terms and conditions
contained in the original mortgage and note continue to remain in effect. With
the exception of ELR loans, the Association currently makes loans to its
executive officers, directors and employees on the same terms and conditions
offered to the general public. Loans made by the Association to its directors
and executive officers are made in the ordinary course of business, on
substantially the same terms, including collateral, as those prevailing at the
time for comparable transactions with other persons and do not involve more than
the normal risk of collectibility or present other unfavorable features. As of
June 30, 1999, eight of the Association's executive officers or directors had
loans with outstanding balances totaling $845,000 in the aggregate. All such
loans were made by the Association in the ordinary course of business, with no
favorable terms (except for ELR loans) and such loans do not involve more than
the normal risk of collectibility or present unfavorable features.
The Company intends that all transactions between the Company and its
executive officers, directors, holders of 10% or more of the shares of any class
of its Common Stock and affiliates thereof, will contain terms no less favorable
to the Company than could have been obtained by it in arms-length negotiations
with unaffiliated persons and will be approved by a majority of independent
outside directors of the Company not having any interest in the transaction.
18
<PAGE>
PROPOSAL 2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended June 30, 1999
were Crowe, Chizek and Company LLP. The Company's Board of Directors has
reappointed Crowe, Chizek and Company LLP to continue as independent auditors
for the Association and the Company for the year ending June 30, 2000, subject
to ratification of such appointment by the shareholders.
Representatives of Crowe, Chizek and Company LLP will be present at the
Annual Meeting. They will be given an opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions from
stockholders present at the Annual Meeting.
Unless marked to the contrary, the shares represented by the enclosed proxy
card will be voted for ratification of the appointment of Crowe, Chizek and
Company LLP as the independent auditors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE
APPOINTMENT OF CROWE, CHIZEK AND COMPANY LLP AS THE INDEPENDENT AUDITORS OF THE
COMPANY.
ADDITIONAL INFORMATION
Shareholder Proposals
To be considered for inclusion in the Company's proxy statement and form of
proxy relating to the 2000 Annual Meeting of Stockholders a stockholder proposal
must be received by the Secretary of the Company at the address set forth on the
Notice of Annual Meeting of Stockholders not later than June 2, 2000. Any such
proposal will be subject to 17 C.F.R. ss. 240.14a-8 of the Rules and Regulations
under the Exchange Act.
Notice of Business to be Conducted at an Annual Meeting
The bylaws of the Company provide an advance notice procedure for a
stockholder to properly bring business before an Annual Meeting. The
stockholder must give written advance notice to the Secretary of the Company not
less than ninety (90) days before the date originally fixed for such meeting;
provided, however, that in the event that less than one hundred (100) days
notice or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be received not later
than the close of business on the tenth day following the date on which the
Company's notice to stockholders of the annual meeting date was mailed or such
public disclosure was made. The advance notice by stockholders must include the
shareholder's name and address, as they appear on the Company's record of
stockholders, a brief
19
<PAGE>
description of the proposed business, the reason for conducting such business at
the Annual Meeting, the class and number of shares of the Company's capital
stock that are beneficially owned by such stockholder and any material interest
of such stockholder in the proposed business. In the case of nominations to the
Board of Directors, certain information regarding the nominee must be provided.
Nothing in this paragraph shall be deemed to require the Company to include in
its proxy statement or the proxy relating to an annual meeting any stockholder
proposal which does not meet all of the requirements for inclusion established
by the SEC in effect at the time such proposal is received.
Other Matters Which May Properly Come Before the Meeting
The Board of Directors knows of no business which will be presented for
consideration at the Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote the shares represented thereby on such matters in accordance with
their best judgment.
Whether or not you intend to be present at the Annual Meeting, you are
urged to return your proxy card promptly. If you are then present at the Annual
Meeting and wish to vote your shares in person, your original proxy may be
revoked by voting at the Annual Meeting. However, if you are a stockholder
whose shares are not registered in your own name, you will need appropriate
documentation from your recordholder to vote personally at the Annual Meeting.
A copy of the Form 10-K (without exhibits) for the year ended June 30,
1999, as filed with the Securities and Exchange Commission will be furnished
without charge to stockholders of record upon written request to First Place
Financial Corp., 185 East Market Street, Warren, Ohio 44482.
By Order of the Board of Directors
/s/ Dominique Stoeber
Dominique Stoeber
Secretary
Warren, Ohio
September 30, 1999
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
20
<PAGE>
REVOCABLE PROXY
FIRST PLACE FINANCIAL CORP.
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 28, 1999
2:00 P.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints the official proxy committee of the
Board of Directors of First Place Financial Corp. (the "Company"), each with
full power of substitution, to act as proxies for the undersigned, and to vote
all shares of Common Stock of the Company which the undersigned is entitled to
vote only at the Annual Meeting of Stockholders, to be held on October 28, 1999,
at 2:00 p.m. Eastern Time, at the Avalon Inn, 9519 East Market Street, Warren,
Ohio, and at any and all adjournments thereof, as set forth on the reverse side.
This proxy is revocable and will be voted as directed, but if no
instructions are specified, this proxy will be voted FOR the nominees as
directors specified and FOR each of the proposals listed. If any other business
is presented at the Annual Meeting, including whether or not to adjourn the
meeting, this proxy will be voted by those named in this proxy in their best
judgment. At the present time, the Board of Directors knows of no other business
to be presented at the Annual Meeting.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
--------------------------------------------------
-- FOLD AND DETACH HERE --
<PAGE>
[x] Please mark your votes as indicated
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED NOMINEES AND
"FOR" EACH OF THE PROPOSALS.
1. The election as directors of all nominees listed (except as marked to the
contrary below).
VOTE
FOR WITHHELD
[ ] [ ]
Paul A. Watson and Steven R. Lewis
INSTRUCTION: To withhold your vote for any individual nominee, write that
nominee's name on the line provided below:
- --------------------------------------------
2. The ratification of the appointment of Crowe, Chizek and Company LLP as
independent auditors of First Place Financial Corp. for the fiscal year ending
June 30, 2000.
FOR WITHHELD ABSTAIN
[ ] [ ] [ ]
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of a Notice of Annual Meeting of Stockholders and of a Proxy
Statement dated September 30, 1999 and of the Annual Report to Stockholders.
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
Signature of Stockholder Date
----------------------------------- ------------
Signature of Stockholder Date
----------------------------------- ------------
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title. If
shares are held jointly, each holder may sign but only one signature is
required.
----------------------------------------------
- -- FOLD AND DETACH HERE --
