SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1998
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ________.
COMMISSION FILE NO. 333-69239
FloridaFirst Bancorp
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(Exact name of registrant as specified in its charter)
United States 59-3545582
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
205 East Orange Street, Lakeland, Florida 33801-4611
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(Address of Principal executive offices) (zip code)
(941) 688-6811
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Registrant's telephone number, including area code
Indicate by check mark whether Registrant (a) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report(s)) and (b) has been subject to such filing
requirements for at least 90 days.
YES X NO
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Number of shares of Common Stock outstanding as of December 31, 1998: 0
As of December 31, 1998, the Registrant had not yet been capitalized. The
Registrant therefore is filing this Form 10-Q with the reduced disclosure
format.
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
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See Exhibit 99 attached hereto.
Item 2. Management's Discussion and Analysis
------------------------------------
As of December 31, 1998, the Registrant had not yet begun operations or
had no assets or liabilities.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
Not applicable.
Items 2-5.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
No. Exhibit
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2 Plan of Mutual Holding Company Reorganization and Stock Issuance*
3(i) Charter of FloridaFirst Bancorp*
3(ii) Bylaws of FloridaFirst Bancorp*
4 Specimen Stock Certificate of FloridaFirst Bancorp*
10.1 Employment Agreement with Gregory C. Wilkes*
10.2 Form of Employment Agreement*
27 Financial Data Schedule (Not applicable - Registrant has conducted no
activities)
99 Financial Statements
(b) Reports on Form 8-K
None
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* Such exhibits were previously filed with the Commission as exhibits to the
Registrant's Registration Statement on Form S-1, File No. 333-69239, and
are hereby incorporated by reference pursuant to Rule 12b-32 promulgated
under the Securities Exchange Act of 1934, as amended, and Rule 24 of the
Commission's Rules of Practice.
<PAGE>
Pursuant to the Requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FloridaFirst Bancorp
Date: March 24, 1999 By: /s/ Gregory C. Wilkes
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Gregory C. Wilkes
President and Chief Executive Officer
Date: March 24, 1999 By: /s/ Kerry P. Charlet
-------------------------------------
Kerry Charlet
Chief Financial Officer
<PAGE>
Pursuant to the Requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FloridaFirst Bancorp
Date: March 24, 1999 By: /s/ Gregory C. Wilkes
-------------------------------------
Gregory C. Wilkes
President and Chief Executive Officer
Date: March 24, 1999 By: /s/ Kerry P. Charlet
-------------------------------------
Kerry Charlet
Chief Financial Officer
EXHIBIT 99
<PAGE>
FloridaFirst Bancorp
BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
At December 31, 1998
<S> <C>
ASSETS:
Total Assets $ --
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities $ --
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Stockholders' Equity:
Preferred Stock, no par value per share,
Authorized - 2,000,000 shares;
Issued and Outstanding - None --
Common Stock, $.10 par value per share,
Authorized - 18,000,000 shares;
Issued and Outstanding - None --
Additional Paid-in Capital $ --
-----------
Total Stockholders' Equity $ --
-----------
Total Liabilities and Stockholders' Equity $ --
===========
</TABLE>
F-1
<PAGE>
FloridaFirst Bancorp
STATEMENT OF INCOME
For the period beginning October 1, 1998
to December 31, 1998
(Unaudited)
Net Income $ --
==========
F-2
<PAGE>
FloridaFirst Bancorp
STATEMENT OF CASH FLOWS
For the period beginning October 1, 1998
to December 31, 1998
(Unaudited)
Cash flows from operating, financing and investing activities $ --
===========
Net cash provided by operation,
financing and investing activities $ --
===========
Cash and cash equivalents at beginning of period $ --
-----------
Cash and cash equivalents at end of period $ --
===========
F-3
<PAGE>
FloridaFirst Bancorp
NOTES TO FINANCIAL STATEMENTS
Note 1. Incorporation and Organization
------------------------------
FloridaFirst Bancorp ("Registrant") is currently in formation as a
federally-chartered middle tier stock holding company, solely for the purpose of
becoming a savings and loan holding company of First Federal Florida (the
"Bank"). As of this date, the Registrant had not conducted any business.
Note 2. Plan of Reorganization
----------------------
On December 18, 1998, the Registrant filed a Registration Statement on
Form S-1 ("Registration Statement") with the Securities and Exchange Commission
("SEC"). The Registration Statement was filed as part of a Plan of Mutual
Holding Company Reorganization and Stock Issuance (the "Plan") and transactions
incident to the Plan, pursuant to which (i) First Federal Florida will organize
FloridaFirst Bancorp MHC ("MHC") initially as a temporary federal stock
institution; (ii) MHC will then organize a stock corporation under federal law
(i.e., FloridaFirst) as its 100% owned subsidiary; and (iii) MHC will also
organize a temporary federal stock institution as its 100% owned subsidiary.
The following transactions will then occur simultaneously: (i) First
Federal Florida will exchange its mutual charter for a federal stock savings
institution charter; (ii) MHC will cancel its outstanding stock and exchange its
charter for a federal mutual savings and loan holding company charter; (iii)
MHC's 100% owned temporary federal stock institution will merge with and into
First Federal Florida, with First Federal Florida surviving; (iv) the initially
issued stock of First Federal Florida, which will be constructively received by
former members of First Federal Florida when First Federal Florida becomes a
stock institution, will initially be issued to MHC in exchange for liquidation
interests in MHC which will be held by First Federal Florida's members; (v) MHC
will then contribute 100% of the stock of First Federal Florida to FloridaFirst
Bancorp; and (vi) FloridaFirst Bancorp will sell 47% of its common stock to the
public.
Note 3. Subsequent Events
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The Registrant's Registration Statement was deemed effective on
February 12, 1999. The subscription offering ended March 18, 1999.
F-4
