FIRST PLACE FINANCIAL CORP
10-Q, 1996-08-09
STATE COMMERCIAL BANKS
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<PAGE>

====================================================================

                            FORM 10-Q

                SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C.  20549
                                            

   [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended:  JUNE 30, 1996 
                                          -------------

                                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 number 0-25956

                 FIRST PLACE FINANCIAL CORPORATION
      ------------------------------------------------------
      (Exact name of registrant as specified in its charter)

          New Mexico                                85-0317365   
- -------------------------------                  ------------------
(State or other jurisdiction of                   (I.R.S) Employer
incorporation or organization)                   Identification No.

                        100 East Broadway
                   Farmington, New Mexico  87401
 ----------------------------------------------------------------
 (Address, including ZIP Code, of registrant's executive offices)

                         (505) 326-9000
       ----------------------------------------------------
       (Registrant's telephone number, including area code)

                          Not Applicable 
       ----------------------------------------------------
       (Former name, former address and former fiscal year,
                  if changed since last report)

Indicate by check mark whether the registrant (1) 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, and 
(2) has been subject to such filing requirements for the past 90 
days.

      YES   X                                          NO      
          -----                                           -----

Indicate the number of shares outstanding of each of the issuer's 
classes of common stock, as of the latest practicable date.

                                           Outstanding at   
          Class                            July 31, 1996
- ---------------------------                -------------
Common shares, no par value                 2,122,209 

=================================================================


<PAGE>
                  FIRST PLACE FINANCIAL CORPORATION

                               FORM 10Q

                                INDEX

                                                                Page
                                                               Number
                                                               ------
PART I.  FINANCIAL INFORMATION
- ------------------------------
Item 1.  Financial Statements (Unaudited)                       
         Consolidated Statements of Financial 
           Condition--June 30, 1996 and December 31, 1995        3   

         Consolidated Statements of Income -- Six months
           ended June 30, 1996 and 1995                          4

         Consolidated Statement of Cash Flows -- Six months
           ended June 30, 1996 and 1995                          5

         Notes to the Consolidated Financial Statements 
           June 30, 1996                                         7

Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations         9

PART II. OTHER INFORMATION
- --------------------------
Item 4.  Submission of Matters to a Vote of Security Holders     14

Item 6.  Exhibits and Reports on Form 8-K                        14


SIGNATURES                                                       15
- ----------

                                 (2)
<PAGE>

PART I. FINANCIAL INFORMATION

         FIRST PLACE FINANCIAL CORPORATION AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                       (dollars in thousands)




                               ASSETS 
                                                      June 30,   December 31,
                                                        1996         1995
                                                     (unaudited)
                                                     -----------     -----
Cash and due from banks                               $ 41,869   $ 35,662 
Interest bearing deposits in banks                      12,430     10,887 
Federal funds sold                                       4,000      2,725 
                                                       --------  --------
  Cash and cash equivalents                             58,299     49,274 

Investment securities:
  Available for sale (at market value)                 220,132    218,250  
Loans, net (Note B)                                    427,065    396,092  
Bank premises and equipment, net                        14,288     11,079  
Other real estate owned                                  3,290        564  
Other assets                                            17,286     15,536  
                                                       --------  --------
                                                      $740,360   $690,795 
                                                       --------  --------
                                                       --------  --------

                LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
  Noninterest-bearing demand                          $105,378   $107,455 
  Interest-bearing demand                               72,676     63,488 
  Savings                                              110,905    101,876 
Time certificates, $100,000 and over                   170,843    150,625 
Other time certificates                                115,892    105,603 
                                                       --------  --------
  Total deposits                                       575,694    529,047 
                                                     
Securities sold under agreements to repurchase          49,579     51,929 
Federal funds purchased                                  8,370      4,365 
Long term and other notes payable                       38,836     38,642 
Other liabilities                                        7,781      9,056 
                                                       --------  --------
  Total liabilities                                    680,260    633,039 

Stockholders' equity:
  Common stock, no par value:
  Authorized shares - 5,000,000
  Issued shares - 2,122,125 at 6/30/96
    and 2,104,707 at 12/31/95                           13,729     13,609 
Additional paid-in capital                                 118         62 
Net unrealized holding gain(loss) on securities
  available for sale                                      (639)       922 
Retained earnings                                       47,283     43,689 
                                                       --------  --------
                                                        60,491     58,382 
Treasury stock, at cost-9,468 shares at 6/30/96
  and 13,371 shares at 12/31/95                           (391)      (526) 
                                                       --------  --------
Total stockholders' equity                               60,100    57,756  
                                                       --------  --------
                                                       $740,360  $690,795  
                                                       --------  --------
                                                       --------  --------

            See notes to consolidated financial statements 

                                   (3)

<PAGE>

          FIRST PLACE FINANCIAL CORPORATION AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF INCOME
                   (in thousands, except per share)
                              (unaudited)


<TABLE>
<CAPTION>
                                            Three Months Ended         Six Months Ended 
                                                  June 30                    June 30
                                            ------------------         -----------------
                                              1996       1995           1996        1995  
                                              ----       ----           ----        ----
<S>                                          <C>        <C>           <C>         <C>
Interest income:
 Loans, including fees                       $10,549    $ 8,766       $20,723     $16,892  
 Investment securities:                                                                    
  Taxable                                      2,469      2,372         4,839       4,919  
  Exempt from federal income taxes               679        758         1,353       1,435  
 Interest-bearing deposits                       226         32           407         130  
 Federal funds sold                              128         58           224         128  
                                           ---------  ---------     ---------   ---------
                                              14,051     11,986        27,546      23,504  
Interest expense:                                                                          
 Time deposits of $100,000 and over            2,380      1,716         4,686       3,286  
 Other deposits                                3,209      2,500         6,253       4,756  
 Short-term borrowings                           795      1,079         1,530       2,247  
 Other borrowings                                576        509         1,132       1,018
                                           ---------  ---------     ---------   ---------
  Total interest expense                       6,960      5,804        13,601      11,307  
                                           ---------  ---------     ---------   ---------
Net interest income                            7,091      6,182        13,945      12,197  
Provision for loan losses                        270        226           505         416  
                                           ---------  ---------     ---------   ---------
Net interest income after provision                                                        
 for loan losses                               6,821      5,956        13,440      11,781  
                                                                                           
Other income:                                                                              
 Service charges on deposit                                                                
 accounts                                        655        676         1,290       1,275  
 Other service charges and fees                  274        326           567         700  
 Investment securities                                                                     
 gains(losses)                                     0          0             5           0  
 Other operating income                          315        208           841         378  
                                           ---------  ---------     ---------   ---------
                                               1,244      1,210         2,703       2,353  
Other expense:                                                                             
 Salaries and employee benefits                2,534      2,169         4,992       4,292  
 Occupancy expenses, net                         493        467           986         917  
 Other operating expenses                      1,549      1,480         3,056       2,813
                                           ---------  ---------     ---------   ---------
   Total other expenses                        4,576      4,116         9,034       8,022  
                                           ---------  ---------     ---------   ---------
Income before income taxes                     3,489      3,050         7,109       6,112  
Income taxes                                   1,035        977         2,169       1,971  
                                           ---------  ---------     ---------   ---------
Net income                                 $   2,454  $   2,073     $   4,940   $   4,141  
                                           ---------  ---------     ---------   ---------
                                           ---------  ---------     ---------   ---------
Net income per share                       $    1.16  $    1.03     $    2.34   $    2.05  
                                           ---------  ---------     ---------   ---------
                                           ---------  ---------     ---------   ---------
Weighted average shares outstanding        2,120,222  2,022,345     2,115,050   2,021,895 
                                           ---------  ---------     ---------   ---------
                                           ---------  ---------     ---------   ---------
</TABLE>

            See notes to consolidated financial statements 

                                   (4)

<PAGE>

          FIRST PLACE FINANCIAL CORPORATION AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF CASH FLOWS
              For Six Months Ended June 30, 1996 and 1995
                            (in thousands)
                              (unaudited)

                                                          1996         1995  
                                                          ----         ----
Cash flows from operating activities
  Net Income                                             $ 4,940     $ 4,141 
  Adjustments to reconcile net income to cash                                
  provided by operations:                                                    
    Amortization                                             (80)        (11)
    Depreciation                                             514         467 
    Provision for loan losses                                505         416 
    (Increase) decrease in other assets                      257        (589)
    Increase in other liabilities                            955         996 
    Gain on sale of property, plant and                                      
    equipment                                                 (9)        (46)
    Gain on the sale of other real estate                   (259)        (15)
    Gain on sale of AFS securities                            (5)          0 
    Net change in trading securities                           0         861 
    Provision for deferred income taxes                       83         (65)
                                                         -------     -------
    Net cash provided (used by) operating activities       6,901       6,155 
                                                                             
Cash flows from investing activities:                                        
  Proceeds from sale of AFS securities                       583       1,327 
  Proceeds from maturities of AFS securities              22,439      44,778 
  Purchases of AFS securities                            (27,161)    (20,821)
  Proceeds from maturities of HTM securities                   0       3,105 
  Purchases of HTM securities                                  0      (3,845)
  Net change in loans                                    (34,309)    (33,290)
  Proceeds on sale of property and equipment                 104         344 
  Proceeds from sale of other real estate                    365          30 
  Acquisition of other real estate owned                  (2,850)          0 
  Purchase of property and equipment                      (3,818)     (1,390)
                                                         -------     -------
  Net cash used by investing activities                  (44,647)     (9,762)
                                                                             
Cash flows from financing activities:                                        
  Net change in deposit accounts                          16,140      (7,029)
  Net change in certificates of deposit                   30,508      29,952 
  Net change in securities sold under agreements                             
  to repurchase                                           (2,350)    (28,744)
  Net change in federal funds purchased                    4,005           0 
  Net change in interest bearing demand notes                194        (742)
  Cash dividends paid                                     (2,037)     (1,548)
  Acquisition of treasury stock                             (248)       (506)
  Proceeds from sales of treasury stock                      383         193 
  Proceeds from issuance of common stock                     176          30
                                                         -------     -------
  Net cash provided (used by) financing activities        46,771      (8,394)
                                                         -------     -------
Net increase (decrease) in cash and cash equivalents       9,025     (12,001)
Cash and cash equivalents at beginning of period          49,274      44,820 
                                                         -------     -------
Cash and cash equivalents at end of period               $58,299     $32,819 
                                                         -------     -------
                                                         -------     -------

                  See notes to consolidated financial statements

                                      (5)

<PAGE>

                   FIRST PLACE FINANCIAL CORPORATION

           CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
            For the Six Months Ended June 30, 1996 and 1995
                            (in thousands) 
                              (unaudited)


                                                         1996      1995
                                                         ----      ----
Supplemental Disclosure of Cash Flow Information:
  Cash paid during period for:
    Interest                                            13,578    10,787 
    Taxes                                                2,322     1,968 
  Non-cash assets acquired through foreclosure           2,850        53 
  
             See notes to consolidated financial statements

                                    (6)

<PAGE>

          FIRST PLACE FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note A - Basis of Presentation
   The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10Q and
Article 10 of Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.  Operating
results for the six months ended June 30, 1996 are not necessarily
indicative of the results that may be expected for the year ending 
December 31, 1996.


Note B - Loans
   A summary of loans at June 30, 1996 and December 31, 1995 follows
(amounts in thousands):


                                                         June      December
                                                         1996        1995
                                                         ----        ----
Commercial, financial and agriculture                  $105,197    $ 91,232 
Real estate mortgage                                    226,793     218,694 
Real estate construction                                 34,435      29,818 
Consumer installment                                     69,502      65,235 
Lease financing                                             438         490 
Other                                                       641         362 
                                                       --------    --------
                                                        437,006     405,831 
Less deferred loan fees, premiums and discounts           1,220       1,151 
                                                       --------    --------
                                                        435,786     404,680 
Less allowance for loan losses                            8,721       8,588 
                                                       --------    --------
                                                       $427,065    $396,092 
                                                       --------    --------
                                                       --------    --------

                                     (7)

<PAGE>

Note C - Loans to Directors, Officers & Associated Companies


   
                                

                                                   June        December
                                                   1996          1995  
                                                   ----          ----
Beginning Balance                                $10,273      $  9,006 
Advances/New Loans                                10,267        15,411 
Payments                                          (5,961)      (14,144)
                                                 -------      --------
Ending balance                                   $14,579      $ 10,273 
                                                 -------      --------
                                                 -------      --------

Note D - Changes in Allowance for Loan and Lease Losses

                                                   June         December
                                                   1996           1995  
                                                   ----           ----
Beginning Balance                                 $8,588        $7,586 

Acquired in merger with Western Bank                   0           302 
Recoveries                                           523           715 
Less charge-offs                                     895           852 
Provision for loan and lease losses                  505           837 
                                                  ------        ------
                                                  $8,721        $8,588 
                                                  ------        ------
                                                  ------        ------

                                 (8)

<PAGE>

               MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
        FOR THE THREE MONTHS ENDED JUNE 30, 1996 AND 1995


(A)  RESULTS OF OPERATIONS

    Net income for the quarter ended June 30, 1996 was
$2,454,000, an increase of $381,000 ,or 18.4%, compared to the
$2,073,000 recorded for the second quarter of 1995.  The
acquisition of Western Bank, Gallup in August 1995, accounted for
$20,000 of the increase while internal growth accounted for
$361,000 of the increase.  The primary factor contributing to
internal growth was an increase in net loans during the quarter
which resulted in an increase in interest income of $1,274,000, a
14.5%, increase over the same quarter last year.

    Net income for the six months ended June 30, 1996 was
$4,940,000, an increase of $799,000, or 19.3%, over the
$4,141,000 recorded for the first six months of 1995.  The
acquisition of Western Bank, Gallup accounted for $40,000 of the
increase.  The Company's continued loan growth in 1996 resulted
in net interest income of $13,945,000, an increase of $1,748,000,
or 14.3%, over the $12,197,000 recorded as of June 30, 1995 and
was the most significant factor contributing to the improved
earnings.  Additionally, other income as of June 30, 1996,
increased $350,000 over the same period last year and the
effective tax rate declined from 32.2% to 30.5%.

    Interest income for the quarter ending June 30, 1996 was
$14,051,000, a $2,065,000, or 17.2%, increase compared to the
$11,986,000 recorded for the same period last year.  The
acquisition of Western Bank resulted in $644,000 of the increase. 
Loan growth accounted for $1,274,000 of the increase while
interest earned on interest-bearing deposits and interest earned
on federal funds sold increased $194,000 and $29,000,
respectively.  Interest on tax-exempt securities declined during
the quarter by $79,000 due to reduced volumes of tax-exempt
securities outstanding.

    Interest income for the six month period ending June 30,
1996 was $27,546,000, an increase of $4,042,000, or 17.2%,
compared to the $23,504,000 recorded for the same period last
year.  The acquisition of Western Bank, Gallup accounted for
$1,257,000 of the increase.  Average net loans for the six months
ended June 30, 1996, excluding Western Bank, increased
$29,879,000 which resulted in an increase in interest on loans of
$2,833,000.  Interest on deposits held at the Federal Home Loan
Bank increased by $277,000.  Interest earned on taxable and 
tax-exempt securities declined by $239,000 and $82,000, respectively
due to lower average outstanding balances in the investment
portfolio while interest on federal funds sold decreased by
$4,000.

                               (9)

<PAGE>

    Interest expense for the quarter ended June 30, 1996 was
$6,960,000, an increase of $1,156,000, or 19.9%, compared to the
$5,804,000 recorded for the same quarter in 1995.  The
acquisition of Western Bank, Gallup accounted for $276,000 of the
increase.  Increased balances of time deposits of $100,000 and
over and other time deposits certificates resulted in increased
interest expense on these deposits of $539,000 and $558,000,
respectively.  Interest on other borrowings, which consist
primarily of advances from the Federal Home Loan Bank, increased
$67,000 while interest on short-term borrowings, consisting of
repurchase agreements and federal funds purchased, decreased
$284,000.

    Interest expense for the six months ended June 30, 1996, was
$13,601,000, an increase of $2,294,000, or 20.3%, compared to
$11,307,000 recorded for the same period last year.  The
acquisition of Western Bank, Gallup accounted for $531,000 of the
increase.  Average balances of certificates of deposit $100,000
and over, excluding Western Bank, Gallup, increased approximately
$17,742,000 resulting in an increase in interest expense of
$1,155,000 while increases in average balances of interest
bearing demand accounts, savings accounts and certificates of
deposit less than $100,000, resulted in an increase in interest
expense of $1,211,000.  Interest on other borrowings, consisting
of advances from the Federal Home Loan Bank to match-fund the
Company's mortgage loans, increased $114,000 while decreases in
repurchase agreement average balances and federal funds purchased
average balances resulted in a decrease in interest expense of
$717,000.

    Other income for the three months ended June 30, 1996, was
$1,244,000 compared to $1,210,000 for the same quarter of 1995. 
The acquisition of Western Bank, Gallup accounted for $60,000 of
the increase in other income.  Other operating income increased
$104,000 while service charges on deposit accounts and other
service charges and fees declined by $75,000 and $55,000,
respectively.  

    Other income for the six months ended June 30, 1996 was
$2,703,000, an increase of $350,000, or 14.9%, compared to the
$2,353,000 recorded for the same period in 1995.  The acquisition
of Western Bank, Gallup contributed $140,000 to the increase. 
Service charges on deposit accounts, net of Western Bank, Gallup,
declined $96,000 primarily from decreases in analysis service
charges on commercial accounts while other service charges and
fees decreased by $142,000.  Other operating income increased
$423,000, excluding Western Bank, Gallup.  Gains on the sale of
other real estate owned and other income increased $155,000 and
$116,000, respectively and were the primary factors in the
increase in other operating income.

    Other expenses for the three months ended June 30, 1996,
were $4,576,000 compared to $4,116,000 for the second quarter of
1995.  The acquisition of Western Bank, Gallup, accounted for
$400,000 of the $460,000 increase.  Salary expense and related

                               (10)

<PAGE>

payroll costs increased by $201,000 primarily as a result of
normal salary increases and an increase in the number of full-time
equivalent employees compared to last year.  Occupancy
expense, net of Western Bank, Gallup, declined $30,000 primarily
due to a decrease in building depreciation as a result of the
tax-free exchange of the Burn's bank building which took place in
September 1995.  Other operating expenses declined $111,000
primarily as the result of decreased FDIC premiums in 1996 versus
1995.

    Other expenses for the six months ended June 30, 1996 were
$9,034,000, an increase of $1,012,000, or 12.6%, compared to the
first six months of 1995.  The acquisition of Western Bank,
Gallup, resulted in $782,000 of the increase.  Salaries and
employee benefits, net of Western Bank, Gallup, increased
$363,000.  This increase was the result of several salary
increases during the period as well as an increase of twenty
full-time equivalent employees to support asset growth. 
Occupancy expenses, net of Western Bank, decreased $48,000
primarily as the result of a decrease in building depreciation at
Burns National Bank.  Other operating expenses, net of Western
Bank, declined $85,000 primarily as a result of lower FDIC
insurance premiums.

(B)  BALANCE SHEET ANALYSIS

    Total assets as of June 30, 1996, were $740,360,000 compared
to $690,795,000 at December 31, 1995, an increase of $49,565,000,
or 7.2%.  Total loans at June 30, 1996, were $435,786,000, an
increase of $31,106,000, or 7.7% compared to total loans of
$404,680,000 at December 31, 1995.  The Company's continued loan
growth was the primary factor in overall asset growth.  While
loan growth has been significant during 1996, it is anticipated
that at year-end it will be somewhat less than last year's
internal growth rate of 17.5%.  Commercial, financial and
agriculture loans increased $13,965,000, or 15.3%, while real
estate mortgage loans, real estate construction loans and
consumer loans increased $8,099,000 (3.7%), $4,617,000 (15.5%),
and $4,267,000 (6.5%), respectively.  Cash and due from banks
increased $6,207,000, or 17.4%, during the first six months of
1996.  Interest bearing deposits on banks, which consists of
balances maintained at the Federal Home Loan Bank for short-term
investment purposes, increased $1,543,000, while federal funds
sold increased $1,275,000.

    Bank premises and equipment as of June 30, 1996, was
$14,288,000, an increase of $3,209,000, or 28.9%, compared to the
$11,079,000 as of December 31, 1995.  The increase was primarily
attributable to the construction costs of the new bank building
for Burns National Bank.  The construction was completed in mid-May 
and the bank moved into the new facility on May 20, 1996. 
Additionally, Western Bank, Gallup, acquired two free-standing
ATM machines to help expand its consumer market.  Other real
estate owned increased $2,726,000 to $3,290,000.  The increase
was attributable to a large real estate loan which was foreclosed

                               (11)

<PAGE>

on in late May.  At the time of foreclosure, the project was 90%-95% 
complete.  Work is currently underway to fully complete the
project so that it can be sold.  Management believes that the
property will be disposed of with little, if any, loss.  Other
assets were $17,287,000 as of June 30, 1996, a $1,751,000, or
11.3% increase compared to the $15,536,000 recorded as of
December 31, 1995.  The increase was primarily the result of an
increase in the Company's deferred tax asset of $500,000 and the
purchase of tax benefits in an affordable housing project in
Farmington, New Mexico in the amount of $1,281,605.  In addition
to purchasing the tax credits on the project, the Company also
made a $3,300,000 interim construction loan to the developer.

    Total deposits as of June 30, 1996, were $575,694,000, an
8.8% increase over the December 31, 1995 balance of $529,047,000. 
Time certificates, $100,000 and over, increased $20,218,000, or
13.4%.  Other time deposits increased $10,289,000, or 9.7%,
primarily as a result of increased sales of the Company's two-year 
prime rate floating certificate of deposit.  Interest
bearing demand accounts and savings accounts increased $9,188,000
(14.5%) and $9,029,000 (8.9%), respectively.  Noninterest bearing
demand deposits declined $2,077,000, or 1.9%.

    Securities sold under agreements to repurchase as of June 30,
1996 were $49,579,000, a decrease of $2,350,000, or 4.5%,
compared to the December 31, 1995 balance of $51,929,000. 
Federal funds, which are routinely purchased from the Company's
downstream correspondents, increased $4,005,000 as of June 30,
1996.   Excess funds purchased and not required for liquidity
purposes are resold as part of the Company's own federal funds
sold or invested in an overnight interest bearing account with
the Federal Home Loan Bank.  Long term and other notes payable,
which consists of advances from the Federal Home Loan Bank to
match-fund 15-year mortgages remained relatively unchanged
compared to December 31, 1995 while other liabilities decreased
by $1,276,000.  The two primary factors in this decrease were a
reduction of $679,000 in the reserve for taxes and reduction of
$691,000 in dividends payable.

CAPITAL RESOURCES AND LIQUIDITY

LIQUIDITY 
    Liquidity to meet the Company's growing loan demand, to fund
its building projects, and to accommodate deposit withdrawals, as
well as other funding needs, was provided from three sources. 
Net cash provided from operating activities was $4,940,000 as of
June 30, 1996 compared to $4,141,000 for the same period in 1995. 
Proceeds from investing activities which includes proceeds from
the sale of maturities of available-for-sale securities, proceeds
from the sale and property and equipment and proceeds from the
sale of other real estate owned, provided cash of $23,492,000 as
of June 30, 1996 compared to $49,584,000 for the same period in
1995.  Cash provided form financing activities, which consists of
increases in deposit accounts, certificates of deposit, federal
funds purchased, interest bearing demand notes and proceeds from

                               (12)

<PAGE>

the sale of treasury stock and the issuance of common stock, was
$51,405,000 as of June 30, 1996 compared to $30,175,000 for the
same period in 1995.  Additional liquidity was provided by
federal fund lines of credit the Company established with its
upstream correspondents.  As of June 30, 1996, these lines
totalled $38,000,000.  The Company also routinely enhances its
liquidity through purchases of excess funds from downstream
correspondent banks.  While the above mentioned sources of
liquidity are expected to provide significant amounts of funds in
the future, their mix, as well as the possible use of other
sources of funds, will depend upon future economic and market
conditions.

CAPITAL
    First Place Financial Corporation and its subsidiary banks
are required by the Federal Reserve Board, the Office of the
Comptroller of the Currency and the Federal Deposit Insurance
Corporation to adhere to minimum capital requirements.  The
minimum regulatory requirements for risk-based capital and Tier 1
capital ratios are 8.0% and 4.0%, respectively.  As of June 30,
1996, the Company had a risk-based capital ratio of 12.6% and a
Tier 1 ratio of 11.5%.  Additionally, the Company is required to
maintain a Tier 1 leverage ratio of 3%.  As of June 30, 1996, the
Company's Tier 1 leverage ratio was 8.3%.

    On May 15, 1996, the Company's Board of Directors approved a
3-for-1 stock split for shareholders of record as of May 15,
1996.  On June 19, 1996, the Company declared a dividend of
$676,532, or $.32, per share payable July 1, 1996.  The number of
shares used in computing earnings and dividends per share give
retroactive effect to the stock split for all periods presented.

    Management believes that capital is adequate to support
anticipated growth, meet cash dividend requirements of the
Company and meet the future risk-based and regulatory capital
requirements of the Company and the subsidiary banks.

                               (13)

<PAGE>

PART II.  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

         The Annual Meeting of First Place Financial Corporation
         was held at 9:15 a.m. on May 15, 1996 at the First
         National Bank of Farmington.  The purpose of the meeting
         was to elect three directors to serve for a term of
         three years.  The table below outlines the results of
         the election.

         NOMINEES FOR ELECTION        NUMBER OF SHARES VOTED
                IN 1996            FOR       AGAINST     ABSTAIN
         ---------------------     ---       -------     -------
         Tom Bolack               533,676     3,159        409
         Ben Heikkinen            536,835         0        409
         Jack M. Morgan           536,685       150        409

         The following seven individuals retained their position
         on the Board of Directors:

                 NAME                         TERM EXPIRES
         -------------------                  ------------
         Robert S. Culpepper                     1997
         J. Gregory Merrion                      1997
         Roy L. Owen                             1997
         Marlo L. Webb                           1997 
         Richard I. Ledbetter                    1998
         James D. Rose                           1998
         Thomas C. Taylor                        1998


Item 6.  Exhibits and Reports on Form 8-K

         a.  No exhibits are included herein.

         b. The following reports were filed on Form 8-K during
            the quarter ended June 30, 1996:

              1.   On April 25, 1996, the Company filed a form 8-K
                   outlining first quarter operating results.

              2.   On May 28, 1996, the Company filed a form 8-K
                   outlining the 3-for-1 stock split approved by
                   the Board of Directors on May 15, 1996.

              3.   On June 13, 1996, the Company filed a form 8-K
                   disclosing a change in accountants to KPMG.

              4.   On July 31, 1996, the Company filed a form 8-K
                   outlining the second quarter operating results.

                                   (14)

    
<PAGE>

                                 SIGNATURES

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.

                                   FIRST PLACE FINANCIAL CORPORATION
                                  -----------------------------------
                                            (Registrant)


Date:  August 5, 1996              James D. Rose
      ----------------            --------------------------------------
                                   James D. Rose
                                   President and Chief Operating Officer


                                   (15)





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<PAGE>
<ARTICLE> 5
       
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<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             APR-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                      58,299,000
<SECURITIES>                               220,132,000
<RECEIVABLES>                              435,786,000
<ALLOWANCES>                               (8,721,000)
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<CURRENT-ASSETS>                           705,496,000
<PP&E>                                      24,887,000
<DEPRECIATION>                            (10,599,000)
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<CURRENT-LIABILITIES>                      575,694,000
<BONDS>                                     38,836,000
                                0
                                          0
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<INCOME-TAX>                                 1,035,000
<INCOME-CONTINUING>                          2,454,000
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<NET-INCOME>                                 2,454,000
<EPS-PRIMARY>                                     1.16
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