FIRST PLACE FINANCIAL CORP
8-K, 1998-05-04
STATE COMMERCIAL BANKS
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<PAGE>

                         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)
                                   April 23, 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
                                                     --------------


<PAGE>

ITEM 5.   OTHER EVENTS

          News release dated April 23, 1998, announcing first quarter 1998
          earnings and quarterly dividend.  Shareholder letter dated May 1,
          1998, reporting first quarter 1998 earnings and quarterly dividend.




ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

          (c)  EXHIBITS

          News release from First Place Financial Corporation dated April 23,
          1998.

          Shareholder letter from First Place Financial Corporation dated May 1,
          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: May 1, 1998                       James D. Rose
      -----------                       -------------------------------------
                                        President and Chief Operating Officer


<PAGE>

                                     [LETTERHEAD]


                                             May 1, 1998





Dear Shareholder:

     We are pleased to announce that at their March 18, 1998 meeting, your board
of directors declared a regular quarterly dividend of $.37 per share payable May
1, 1998 to shareholders of record as of March 18, 1998.

     As a shareholder of a company that operates federally-regulated commercial
banks, there is an important issue now before Congress that could have serious
ramifications on the long-term value of your investment. That issue has to do
with credit unions.

     Simply put, credit unions want to do everything banks do except pay taxes.
The original basis for their tax exempt status was that each credit union served
a membership that shared a common bond - typically they had the same employer.
About ten years ago, credit unions started ignoring the law that required their
members to have a common bond and essentially opened up their membership to
everyone.

     It finally became obvious that the credit union regulatory authorities were
not only not going to enforce the law, they were openly encouraging credit
unions to ignore the law. As a result, a bank finally sued a credit union over
the practice of having a field of membership which included numerous common
bonds.

     The Supreme Court recently ruled that this practice was illegal and that
each credit union should only serve a membership who shared a single common
bond. Now the credit unions are engaged in an unprecedented lobbying campaign in
Washington, D.C. to change the law that restricts their membership to a single
common bond. H.R. 1151, which removes the common bond requirement, has been
passed by the House and is now in the Senate.

     The bankers' position is that no one who is presently a credit union member
should have to give up that membership, but unless credit unions are required to
pay taxes, they should not have unlimited fields of membership.

     We urge you to contact your senators today and encourage them to oppose any
measure that allows credit unions more expansive membership without an
accompanying requirement to pay taxes.

<PAGE>

     First Place Financial Corporation had total assets at March 31,1998 of
$927.8 million, an increase of $107.2 million, or 13.0%, over March 31, 1997,
but net income for the first quarter was down by $613,000, or 26.7 percent, as
compared to the same period last year. Net interest income was essentially
unchanged from last year while operating expenses and the provision for loan
losses have increased.

     First National Bank of Farmington recently opened a new branch in Kirtland,
New Mexico. The branch includes two drive-up lanes and a drive-up automatic
teller machine. This branch will strengthen First National's presence in the
lower valley area.

     The Pagosa Springs City Market branch of Burns National Bank of Durango
will celebrate its first anniversary in July. The branch had average total
deposits during March of $5.8 million. Needless to say, we are pleased at the
response this branch has had from the Pagosa Springs area.

     Western Bank, Gallup continues to have strong growth. Total assets at March
31, 1998 were $60.9 million, which is approximately double the total assets when
the bank was acquired in August 1995. Western Bank was recently awarded the
rights to open a branch office in the new Wal-Mart superstore to be built in
Gallup. This branch, which should open by the second quarter of 1998, will be
the first branch for Western Bank and will give it a much needed presence in
north Gallup.

     Final approval for the charter for Capital Bank is expected at any time.
Renovation of the building (located at 4700 Montgomery NE in Albuquerque) should
begin very soon, and Capital Bank is scheduled to open by late summer.

     First Place is taking a very proactive stance towards the potential Year
2000 problem. We are currently on schedule with our plans to ensure that all
mission critical systems are year 2000 compliant (i.e., they can handle dates
beyond December 31, 1999) well before January 1, 2000.

     We appreciate your continued support as we position the company for
continued profitable growth in the 21st century.



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

<PAGE>

                                     [LETTERHEAD]



                                    NEWS RELEASE
                                 -------------------
                                 -------------------


DATE:             April 23, 1998

CONTACT:          James D. Rose, President

TELEPHONE:        (505) 324-9542


                         FIRST PLACE FINANCIAL CORPORATION
                       REPORTS FIRST QUARTER 1998 NET INCOME


FARMINGTON, NEW MEXICO -- Richard I. Ledbetter, chief executive officer of First
Place Financial Corporation (FPFC), today reported net income for the first
three months of 1998 of $1.7 million, compared to $2.3 million reported for the
first quarter of 1997.  Basic and diluted earnings per share were $.78 and $.77,
respectively, for the first quarter of 1998 compared to $1.08 and $1.06,
respectively, for the first quarter of 1997.


The decrease in net income was primarily due to an increase in the provision for
loan losses and increases in other expenses.  The provision for loan losses for
the first quarter of 1998 was $565,000, an increase of $235,000 from the year
ago period.  This increase was primarily due to concerns with certain portions
of the loan portfolio.  Other expenses of $5.8 million for the quarter ended
March 31, 1998 were up 18% from the like period a year ago.


The other expenses increases were primarily in data processing expenses and
stationery and supplies, which were mainly due to investments made in
technology.  The most significant technical enhancements were digital check and
statement imaging, local and

<PAGE>

wide-area networks and an improved voice response system.  Salaries and benefits
also increased, primarily due to normal salary increases and a higher level of
full-time equivalent employees added to support asset growth.  These increases
in other expenses were offset somewhat by increases in net interest income and
other income and a decrease in the effective tax rate from 26% at March 31, 1997
to 24% at March 31, 1998.


First Place ended the quarter with $928 million in total assets, an increase of
$107 million over the March 31, 1997 total of $821 million.  Total loans at
March 31, 1998 were $478 million, an increase of $5 million from the $473
million reported at March 31, 1997.  Total stockholders' equity at March 31,
1998 increased $7 million during the last twelve months to $73 million.


The Board of directors of FPFC has declared a quarterly dividend of $.37 per
share payable May 1, 1998 to shareholders of record as of March 18, 1998.


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.  FPFC stock is quoted on the NASDAQ Bulletin Board under the
symbol FPLF.




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