<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-25956
FIRST PLACE FINANCIAL CORPORATION PROFIT SHARING PLAN
(with 401(k) Provisions)
-----------------------------------------------------
(Full title of the plan)
FIRST PLACE FINANCIAL CORPORATION
-----------------------------------------------------
(Name of issuer of securities)
100 East Broadway
Farmington, New Mexico 87401
-----------------------------------------------------
(Address of issuer's principal executive office)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
FIRST PLACE FINANCIAL CORPORATION
PROFIT SHARING PLAN (with 401(k) Provisions)
INDEX OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Page
Independent Auditor's Report . . . . . . . . . . . . . . . . . . . . . . 3
Financial Statements:
- Statement of Net Assets Available for Benefits
With Fund Information, December 31, 1995 . . . . . . . . . . . 4
- Statement of Net Assets Available for Benefits
With Fund Information, December 31, 1994 . . . . . . . . . . . 5
- Statement of Changes in Net Assets Available for
Benefits With Fund Information, December 31, 1995 . . . . . . . 6
- Statement of Changes in Net Assets Available for
Benefits With Fund Information, December 31, 1994 . . . . . . . 7
- Statement of Changes in Net Assets Available for
Benefits With Fund Information, December 31, 1993 . . . . . . . 8
- Notes to the Financial Statements . . . . . . . . . . . . . . . . . 9
Supplemental Schedules:
- Independent Auditor's Report . . . . . . . . . . . . . . . . . . 14
- Item 27(a) Schedule of Assets Held for
Investment Purposes . . . . . . . . . . . . . . . . . . . . . . 15
- Item 27(d) Schedule of Reportable Transactions . . . . . . . . . 16
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(2)
<PAGE>
INDEPENDENT AUDITORS' REPORT
Plan Administrator,
First Place Financial Corporation
Profit Sharing Plan
With 401(k) Provisions
We have audited the accompanying statements of net assets available for
benefits of the First Place Financial Corporation Profit Sharing Plan With
401(k) Provisions as of December 31, 1995 and 1994, and the related statements
of changes in net assets available for benefits for each of the years in the
three-year period ended December 31, 1995. These financial statements are the
responsibility of the Plan's administrator. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Plan's administrator, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
First Place Financial Corporation Profit Sharing Plan as of December 31, 1995
and 1994, and the changes in net assets available for benefits for each of the
years in the three-year period ended December 31, 1995, in conformity with
generally accepted accounting principles.
CHANDLER & COMPANY, LLP
Farmington, New Mexico
May 31, 1996
(3)
<PAGE>
First Place Financial Corporation
Profit Sharing Plan With 401(k) Provisions
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1995
<TABLE>
Participant Directed
-----------------------------------------------------------------------
FPFC Money Asset Government
Common Stock Market Manager Bond Magellan Total
------------ --------- -------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Cash
Cash at First National Bank $ 395,110 $ 59,258 $ 1,345 $ 10,434 $ 48,762 $ 514,909
Cash at other institutions - - - - - -
---------- --------- -------- --------- --------- ----------
Total cash 395,110 59,258 1,345 10,434 48,762 514,909
Investments, at fair value
Common stock (cost $1,510,288) 2,327,193 - - - - 2,327,193
Balanced fund (cost $186,943) - - 198,000 - - 198,000
Bond fund (cost $40,333) - - - 40,599 - 40,599
Stock fund (cost $225,868) - - - - 227,870 227,870
---------- --------- -------- --------- --------- ----------
Total investments 2,327,193 - 198,000 40,599 227,870 2,793,662
Amounts receivable
Employer's contributions - 108,557 41,441 13,151 66,699 229,848
Participants' contributions - 4,257 8,575 3,407 19,587 35,826
Interest & dividends 37,504 - - - - 37,504
---------- --------- -------- --------- --------- ----------
Total amounts receivable 37,504 112,814 50,016 16,558 86,286 303,178
---------- --------- -------- --------- --------- ----------
Net assets available for benefits $ 2,759,807 $ 172,072 $ 249,361 $ 67,591 $ 362,918 $ 3,611,749
---------- --------- -------- --------- --------- ----------
---------- --------- -------- --------- --------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
(4)
<PAGE>
First Place Financial Corporation
Profit Sharing Plan With 401(k) Provisions
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1994
<TABLE>
Participant Directed
----------------------------------------------------------------
FPFC Money Asset Government
Common Stock Market Manager Bond Magellan Total
------------ ------ ------- ---------- -------- -----
<S> <C> <C> <C> <C> <C> <C>
Cash
Cash at First National Bank $ 214,171 $ 110,463 $ - $ - $ - $ 324,634
Cash at other institutions - 55,117 - - - 55,117
---------- ---------- ------- ------ -------- ----------
Total cash 214,171 165,580 - - - 379,751
Investments, at fair value
Common stock (cost $1,508,435) 2,099,885 - - - - 2,099,885
Balanced fund - - - - - -
Bond fund (cost $43,174) - 39,705 - - - 39,705
Stock fund - - - - - -
---------- ---------- ------- ------ -------- ----------
Total investments 2,099,885 39,705 - - - 2,139,590
Amounts receivable
Employer's contributions - 231,074 - - - 231,074
Participants' contributions - 34,772 - - - 34,772
Interest & dividends 29,861 348 - - - 30,209
---------- ---------- ------- ------ -------- ----------
Total amounts receivable 29,861 266,194 - - - 296,055
---------- ---------- ------- ------ -------- ----------
Net assets available for benefits $2,343,917 $ 471,479 $ - $ - $ - $2,815,396
---------- ---------- ------- ------ -------- ----------
---------- ---------- ------- ------ -------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
(5)
<PAGE>
First Place Financial Corporation
Profit Sharing Plan With 401(k) Provisions
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
For The Year Ended December 31, 1995
<TABLE>
Participant Directed
----------------------------------------------------------------
FPFC Money Asset Government
Common Stock Market Manager Bond Magellan Total
------------ ------ ------- ---------- -------- -----
<S> <C> <C> <C> <C> <C> <C>
Additions
Additions to net assets attributed to:
Investment income
Net appreciation in fair
value of investments $ 215,707 $ - $ 16,014 $ 2,944 $ 7,805 $ 242,470
Gains (losses) on sale 5,133 98 (1,659) 11,092 14,664
Interest 8,480 25,736 - - - 34,216
Dividends 82,917 - 3,241 1,157 615 87,930
---------- --------- --------- ------- -------- ----------
312,237 25,736 19,353 2,442 19,512 379,280
Contributions:
Participants' 128,182 46,232 49,772 12,966 75,212 312,364
Employer's 61,039 47,518 41,441 13,151 66,699 229,848
---------- --------- --------- ------- -------- ----------
189,221 93,750 91,213 26,117 141,911 542,212
---------- --------- --------- ------- -------- ----------
Total additions 501,458 119,486 110,566 28,559 161,423 921,492
Deductions
Deductions from net assets attributed to:
Benefits paid to participants 64,633 58,805 1,545 75 81 125,139
---------- --------- --------- ------- -------- ----------
Net increase prior to interfund
transfers 436,825 60,681 109,021 28,484 161,342 796,353
Interfund transfers (20,935) (360,088) 140,340 39,107 201,576 -
---------- --------- --------- ------- -------- ----------
Net increase (decrease) 415,890 (299,407) 249,361 67,591 362,918 796,353
Net assets available for benefits:
Beginning of year 2,343,917 471,479 - - - 2,815,396
---------- --------- --------- ------- -------- ----------
End of year $2,759,807 $ 172,072 $ 249,361 $67,591 $362,918 $3,611,749
---------- --------- --------- ------- -------- ----------
---------- --------- --------- ------- -------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
(6)
<PAGE>
FIRST PLACE FINANCIAL CORPORATION
PROFIT SHARING PLAN WITH 401(k) PROVISIONS
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
For The Year Ended December 31, 1994
<TABLE>
Participant Directed
--------------------------------------------------------------
FPFC Money Asset Government
Common Stock Market Manager Bond Magellan Total
------------ --------- ------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Additions
Additions to net assets attributed to:
Investment income
Net appreciation in fair
value of investments $ 235,013 $ (6,279) $ - $ - $ - $ 228,734
Gains (losses) on sale 4,922 (2,928) 1,994
Interest 138 11,360 - - - 11,498
Dividends 68,312 3,647 - - - 71,959
---------- --------- ------ ------ ------ ----------
308,385 5,800 - - - 314,185
Contributions:
Participants' 283,660 25,905 - - - 309,565
Employer's - 231,074 - - - 231,074
---------- --------- ------ ------ ------ ----------
283,660 256,979 - - - 540,639
---------- --------- ------ ------ ------ ----------
Total additions 592,045 262,779 - - - 854,824
Deductions
Deductions from net assets attributed to:
Benefits paid to participants 38,469 33,008 - - - 71,477
---------- --------- ------ ------ ------ ----------
Net increase prior to interfund
transfers 553,576 229,771 - - - 783,347
Interfund transfers 150,475 (150,475) - - - -
---------- --------- ------ ------ ------ ----------
Net increase (decrease) 704,051 79,296 - - - 783,347
Net assets available for benefits:
Beginning of year 1,639,866 392,183 - - - 2,032,049
---------- --------- ------ ------ ------ ----------
End of year $2,343,917 $ 471,479 $ - $ - $ - $2,815,396
---------- --------- ------ ------ ------ ----------
---------- --------- ------ ------ ------ ----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
(7)
<PAGE>
FIRST PLACE FINANCIAL CORPORATION
PROFIT SHARING PLAN WITH 401(k) PROVISIONS
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
For The Year Ended December 31, 1993
<TABLE>
Participant Directed
-------------------------------------------------------------
FPFC Money Asset Government
Common Stock Market Manager Bond Magellan Total
------------ --------- ------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Additions
Additions to net assets attributed to:
Investment income
Net appreciation in fair
value of investments $ 229,630 $ (1,200) $ - $ - $ - $ 228,430
Interest - 9,450 - - - 9,450
Dividends 44,261 1,730 - - - 45,991
---------- -------- ------ ------ ------ ----------
273,891 9,980 - - - 283,871
Contributions:
Participants' 233,168 51,235 - - - 284,403
Employer's - 204,593 - - - 204,593
233,168 255,828 - - - 488,996
---------- -------- ------ ------ ------ ----------
Total additions 507,059 265,808 - - - 772,867
Deductions
Deductions from net assets attributed to:
Benefits paid to participants 28,119 42,789 - - - 70,908
---------- -------- ------ ------ ------ ----------
Net increase prior to interfund
transfers 478,940 223,019 - - - 701,959
Interfund transfers (8,219) 8,219 - - - -
---------- -------- ------ ------ ------ ----------
Net increase (decrease) 470,721 231,238 - - - 701,959
Net assets available for benefits:
Beginning of year 1,169,145 160,945 - - - 1,330,090
---------- -------- ------ ------ ------ ----------
End of year $1,639,866 $392,183 $ - $ - $ - $2,032,049
---------- -------- ------ ------ ------ ----------
---------- -------- ------ ------ ------ ----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
(8)
<PAGE>
First Place Financial Corporation
Profit Sharing Plan
With 401(k) Provisions
NOTES TO FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
NOTE A - DESCRIPTION OF PLAN
1. GENERAL
The following description of the First Place Financial Corporation Profit
Sharing Plan With 401(k) Provisions (the Plan) provides only general
information. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
The Plan is a defined contribution plan which provides benefits to
substantially all employees of First Place Financial Corporation (the
Company) and its wholly owned subsidiaries, First National Bank of
Farmington, Burns National Bank of Durango and Western Bank of Gallup. There
were 303 participants in 1993, 272 in 1994, and 300 in 1995.
The plan is subject to the applicable provisions of the Employee Retirement
Income Security Act of 1974, as amended (ERISA). The Plan is administered by
a plan committee appointed by the Company's Board of Director's. The First
National Bank of Farmington is the Plan's Trustee.
Employees of the Company and its subsidiaries are generally eligible to
participate in the Plan after not more than six months of service providing
their position requires service of at least 1,000 hours during the plan year.
Participants who do not have at least 1,000 hours of service during the plan
year, or who are not employed on the last day of the plan year, are generally
not eligible for an allocation of Company contributions for such year.
2. CONTRIBUTIONS
Subsidiaries of the Company contribute to the Plan amounts which their
respective Boards of Directors annually determine to be proper. Company
contributions are made during or shortly after the year to which they apply.
Participants are permitted to make pre-tax contributions up to fifteen
percent of their annual wages, subject to dollar limitations imposed by the
Internal Revenue Code.
3. PARTICIPANTS' ACCOUNTS
Each participant's account is credited with an allocation of (a) the
Company's contribution, (b) plan earnings, (c) forfeitures of terminated
participants' non-vested accounts, and (d) salary deferrals contributed by
participants. Allocations are based upon account balances or participant's
earnings, as defined. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's account.
(9)
<PAGE>
First Place Financial Corporation
Profit Sharing Plan
With 401(k) Provisions
NOTES TO FINANCIAL STATEMENTS - continued
December 31, 1995, 1994 and 1993
NOTE A - DESCRIPTION OF PLAN - continued
4. VESTING
Participants are immediately vested in their voluntary contributions,
employer's matching contributions, plus actual earnings thereon. Vesting in
the remainder of their accounts is based on years of continuous service. A
participant is 100 percent vested after six years of credited service.
5. INVESTMENT OPTIONS
Upon enrollment in the Plan, the participant may direct employee
contributions in 5 percent increments in any of the five investment options.
FPFC (First Place Financial Corporation) Common Stock Fund - Funds are
invested in shares of FPFC common stock.
Money Market Fund - Funds are invested in a First National Bank of Farmington
Now Account.
Asset Manager Fund - Funds are invested in a registered investment company
(Fidelity Asset Manager) that invests in stocks and bonds.
Government Bond Fund - Funds are invested in a registered investment company
(Fidelity Short/Intermediate Government Bond) that invests in U.S. Government
securities.
Magellan Fund - Funds are invested in a registered investment company
(Fidelity Magellan) that invests in stocks and bonds.
6. PAYMENT OF BENEFITS
On termination of service a participant may elect to receive either a lump-
sum amount equal to the value of his or her account, or payment in annual
installments over a fixed reasonable period of time, not exceeding the lesser
of five years or the life expectancy of the participant.
7. ADMINISTRATIVE EXPENSES
Administrative expenses incurred by the Plan are routinely paid by First
Place Financial Corporation. These expenses totaled $16,305, $12,620, and
$9,655 for plan years ended December 31, 1995, 1994 and 1993 respectively.
(10)
<PAGE>
First Place Financial Corporation
Profit Sharing Plan
With 401(k) Provisions
NOTES TO FINANCIAL STATEMENTS - continued
December 31, 1995, 1994 and 1993
NOTE B - SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the plan are prepared on the accrual method of
accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices which represent the
net asset value of shares held by the Plan at year-end. First Place Financial
Corporation common stock is valued at its quoted market price.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
PAYMENTS OF BENEFITS
Benefits are recorded when paid.
ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires the plan administrator to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results may differ from those estimates.
NOTE C - TRANSACTIONS WITH PARTIES-IN-INTEREST
The Plan's investment in common stock of First Place Financial Corporation is
considered to be a party-in-interest transaction. The stock was acquired at
its fair value as determined by First Place Financial Corporation.
Primarily for liquidity purposes, the Plan maintains some of its cash on
deposit at First National Bank of Farmington. This investment in cash is
also considered a party-in-interest transaction, and is maintained in an
interest bearing account (5.23% at December 31, 1995).
NOTE D - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of plan
termination, participants will become 100 percent vested in their accounts.
(11)
<PAGE>
First Place Financial Corporation
Profit Sharing Plan
With 401(k) Provisions
NOTES TO FINANCIAL STATEMENTS - continued
December 31, 1995, 1994 and 1993
NOTE E - INCOME TAX STATUS
The plan obtained its latest determination letter on October 10, 1994, in
which the Internal Revenue Service stated that the Plan, as then designed,
was in compliance with the applicable requirements of the Internal Revenue
Code, and is therefore, not subject to tax under present income tax laws.
NOTE F - UNREALIZED APPRECIATION
The following table presents changes in the plan's net unrealized
appreciation (including investments bought, sold, and held during each
year):
1993 1994 1995
-------- -------- --------
Net unrealized appreciation at
January 1, $131,910 $359,530 $587,981
Increase in net unrealized
appreciation 227,620 228,451 242,248
-------- -------- --------
Net unrealized appreciation at
December 31, $359,530 $587,981 $830,229
-------- -------- --------
-------- -------- --------
NOTE G - RECLASSIFICATION
Certain amounts in the 1993 and 1994 financial statements have been
reclassified to conform to the 1995 presentation.
(12)
<PAGE>
SUPPLEMENTAL INFORMATION
(13)
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Plan Administrator
First Place Financial Corporation
Profit Sharing Plan With 401(k) Provisions
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes, and reportable transactions, are presented for
the purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic financial statements taken as
a whole.
CHANDLER & COMPANY, LLP
Farmington, New Mexico
May 31, 1996
(14)
<PAGE>
First Place Financial Corporation
Profit Sharing Plan With 401(k) Provisions
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1995 and 1994
Current
Identity of Issue Description Cost Value
- --------------------------- -------------------- ---------- ----------
DECEMBER 31, 1995:
* First Place Financial Common Stock, no par $1,510,288 $2,327,193
Corporation
Fidelity Asset Manager Mutual Fund 186,943 198,000
Fund
Fidelity Short/ Mutual Fund 40,333 40,599
Intermediate Government
Fund
Fidelity Magellan Fund Mutual Fund 225,868 227,870
* First National Bank of NOW account deposit 514,909 514,909
Farmington at 5.23%
December 31, 1994:
* First Place Financial Common Stock, no par $1,508,435 $2,099,885
Corporation
Dreyfus Short/ Mutual Fund 43,174 39,705
Intermediate Government
Fund
Franklin Funds MMIA account 55,117 55,117
Institutional Fiduciary deposit at 6.09%
Money Market Fund
* First National Bank of NOW account deposit 324,634 324,634
Farmington at 5.05%
Note:
Issuers identified with a "*" are parties-in-interest. All of the investments
and transactions identified are exempt from reporting as prohibited transactions
under ERISA.
(15)
<PAGE>
First Place Financial Corporation
Profit Sharing Plan With 401(k) Provisions
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
Years ended December 31, 1995 and 1994
<TABLE>
Description Purchase Selling Cost Current value Net
Identity of party involved of assets price price of asset at purchase gain (loss)
- --------------------------- ----------- -------- ------- -------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
DECEMBER 31, 1995:
Fidelity Asset Manager Fund Mutual fund shares $186,943 - $186,943 $186,943 -
Fidelity Magellan Fund Mutual fund shares 236,958 - 236,958 236,958 -
First National Bank of
Farmington NOW account deposit 190,275 - 190,275 190,275 -
DECEMBER 31, 1994:
First Place Financial
Corporation Common stock $465,070 - $465,070 $465,070 -
</TABLE>
(16)
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Trustees and Administrative Committee have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 16, 1996 FIRST PLACE FINANCIAL CORPORATION
PROFIT SHARING PLAN
(with 401(k) provisions)
James D. Rose
-------------------------------------
President and Chief Operating Officer
(17)
<PAGE>
[LETTERHEAD]
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration statement of
First Place Financial Corporation and subsidiaries on form S-8 of our reports
dated May 31, 1996, on our audits of the financial statements of the First Place
Financial Corporation Profit Sharing Plan With 401(k) Provisions as of December
31, 1995 and 1994, and for each of the years in the three year period ended
December 31, 1995, and the supplemental schedules as of and for the years ended
December 31, 1995 and 1994, which reports are included in this annual report on
Form 11-K.
[SIG CUT]
CHANDLER & COMPANY, LLP
Farmington, New Mexico
September 17, 1996
