FIRST PLACE FINANCIAL CORP
8-K, 1998-02-06
STATE COMMERCIAL BANKS
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                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC  20549


                                      FORM 8-K


                                   CURRENT REPORT


                       Pursuant to Section 13 or 15 (d) of the
                           Securities Exchange Act of 1934


                   Date of Report (Date of earliest event reported)
                                   January 26, 1998


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





          New Mexico                   0-25956             85-0317365   
- -------------------------------      -----------       -------------------
(State or other jurisdiction of      (Commission         (I.R.S Employer
incorporation or organization)       file number)      Identification No.)




100 East Broadway, Farmington, New Mexico                    87401
- -------------------------------------------------------------------------
Address of principal executive offices                      Zip Code

Registrant's telephone number, including area code:  (505) 324-9500
                                                     --------------
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ITEM 5.   OTHER EVENTS

          News release dated January 26, 1998, announcing 1997 earnings and
          quarterly and special dividend.  Shareholder letter dated February 2,
          1998, reporting 1997 earnings and quarterly dividend.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

          (c)  EXHIBITS

          News release from First Place Financial Corporation dated January 26,
          1998.

          Shareholder letter from First Place Financial Corporation dated
          February 2, 1998.
<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:  February 3, 1998       James D. Rose                  
                              -------------------------------------
                              President and Chief Operating Officer



<PAGE>


                            NEWS RELEASE



DATE:               January 26, 1998
CONTACT:            James D. Rose, President
TELEPHONE:          (505) 324-9542

     FIRST PLACE FINANCIAL CORPORATION REPORTS 1997 NET INCOME

FARMINGTON, NEW MEXICO -- Richard I. Ledbetter, Chief Executive Officer of First
Place Financial Corporation (FPFC), today reported net income for 1997 of $9.1
million compared to $9.8 million earned in 1996. Diluted earnings per share were
$4.17 for 1997 compared to $4.59 for the year earlier period.

     Net interest income increased 4 percent to $30.1 million. Loans were $492
million at December 31, 1997, an increase of 5 percent from the $468 million
reported at December 31, 1996. Investment securities increased 14 percent to
$280 million at December 31, 1997.

     Other income reported for 1997 was $5.2 million compared to $4.5 million
for 1996. This increase was primarily due to gains on sale of other real estate.

     Other expenses reported for 1997 were $21.1 million, an increase of $2.5
million from the $18.6 million reported for 1996. Salaries and benefits
accounted for $1.4 million of this increase.

     The provision for loan losses for 1997 was $2.2 million, an increase of
$1.1 million from 1996. This increase was attributable to loan growth and
concern with certain portions of the loan portfolio. Net charge-offs increased
$1.6 million from the prior year to $2.4 million for 1997.

<PAGE>

     First Place ended the year with $898 million in total assets, an increase
of $97 million over December 31, 1996 total assets of $801 million. Total
stockholders' equity increased $7 million during the year to $72 million.

     The Board of Directors of FPFC recently declared a quarterly dividend of 
$.37 per share and a special dividend of $.37 per share, both payable 
February 1, 1998 to shareholders of record as of January 9, 1998.

     Ledbetter also announced that Robert M. Goodman, former President of
Sunwest Bank-Albuquerque (now NationsBank) has been named to be President and
Chief Executive Officer of Capital Bank, a de novo state chartered bank now
being organized in Albuquerque. According to Ledbetter, the approval process for
Capital Bank is underway, and he expects Capital Bank to open by late second
quarter of 1998. Mr. Goodman was also recently elected Executive Vice President
and Director of FPFC.

     FPFC's subsidiary, First National Bank of Farmington, has recently filed an
application with the Office of the Comptroller of the Currency to establish a
branch office in Kirtland, New Mexico. Ledbetter stated that he is hopeful that
the branch can be open by June 1, 1998. First National currently has eight
banking offices in San Juan County, including branches in Aztec, Bloomfield, and
Shiprock.

     FPFC, the largest bank holding company headquartered in New Mexico, owns
First National Bank of Farmington, Western Bank, Gallup, and Burns National Bank
of Durango, Colorado. Its stock is quoted on the NASDAQ bulletin board under the
symbol FPLF and has recently traded at $70 per share.

<PAGE>

[First Place Financial Corporation Letterhead]


                              February 2, 1998


Dear Shareholder:

     We are pleased to announce that at their December 17, 1997 meeting, the
Board of Directors declared a regular quarterly dividend of $.37 per share. This
is an increase of $.02 per share. The Board also declared a special dividend of
$.37 per share. These dividends bring total dividends declared per share during
the year to $1.79, which is $.15, or 9.1% more than 1996.

     Total assets increased $97 million, or 12.2% during the year to a total of
$898 million. However, net income of $9.1 million was $700,000, or 7.3%, less
than 1996. A primary factor contributing to the decrease in net income was an
increase of $1.1 million in the provision for loan losses. The increased
provision was warranted based on net charge-offs for the year of $2.4 million,
compared to $800,000 for 1996.

     Management has taken aggressive steps to improve asset quality and tighten
underwriting standards, the most important of which was the addition of two key
senior executives. In November 1997, Patrick J. DiOrio joined First National
Bank of Farmington as Executive Vice President and Senior Loan Officer. Mr.
DiOrio was previously Executive Vice President of First National Bank in
Albuquerque (now First Security Bank). And in January 1998, Robert M. Goodman
was named Executive Vice President and Chief Credit Officer of First Place
Financial Corporation. Mr. Goodman was also elected as a director of First
Place. Mr. Goodman was previously President of Sunwest Bank-Albuquerque (now
NationsBank).

     In November 1997, First Place filed a notice of intent to organize Capital
Bank, a de novo state chartered bank, in Albuquerque, New Mexico. As the
population and economic center of New Mexico, Albuquerque represents an
excellent opportunity for growth for our company. The approval process for
Capital Bank is proceeding on schedule and we expect to close on a building in
March. In the meantime, we are actively recruiting staff. Mr. Goodman will be
the Chief Executive Officer of Capital Bank.
 
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     We are confident that the steps we have taken and are taking will help
insure future growth and success for your company. As the banking industry
continues to consolidate, we feel strongly that there is a place for a financial
services company consisting of well-run community banks committed to serving the
financial needs of those communities.

     An important part of our past success has been the support and business we
receive from you, our shareholders. And we encourage you to recommend us to your
friends and associates; they'll be glad you did.



/s/ Robert S. Culpepper        /s/ Richard I. Ledbetter       /s/ James D. Rose

Robert S. Culpepper            Richard I. Ledbetter           James D. Rose
Chairman of the Board          Chief Executive Officer        President


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