<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities and Exchange Act of 1934 (Amendment No.)
Filed by the Registrant /x/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for use of the Commission Only (as permitted
by Rule 14a-6(e)(2)
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
First Place Financial Corporation
(Name of Registrant as Specified in its Charter)
--------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state bow it was determined:
----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------------
<PAGE>
FIRST PLACE FINANCIAL CORPORATION
100 E. BROADWAY
FARMINGTON, NEW MEXICO 87401
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, APRIL 30, 1998 AT 10:30 A.M.
TO OUR SHAREHOLDERS:
You are cordially invited to attend the Annual Meeting of the Shareholders
of First Place Financial Corporation (the "Company"), to be held at the San Juan
Country Club, 5775 Country Club Drive, Farmington, New Mexico, on Thursday,
April 30, 1998 at 10:30 a.m., local time, for the following purposes:
1. TO ELECT FOUR DIRECTORS TO SERVE THREE-YEAR TERMS;
2. TO TRANSACT SUCH OTHER BUSINESS AS MAY BE PROPERLY BROUGHT BEFORE THE
ANNUAL MEETING OR AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
The close of business on Wednesday, March 18, 1998 was fixed by the Board
of Directors as the Record Date for the determination of the shareholders
entitled to notice of, and to vote at the 1998 Annual Shareholders Meeting. In
accordance with New Mexico law, a list of the Company's Shareholders entitled to
vote at the 1998 Annual Meeting will be available for examination at the offices
of the Company, 3rd Floor, 100 E. Broadway, Farmington, New Mexico, for ten
business days prior to the Annual Meeting, between the hours of 9:00 a.m. and
5:00 p.m., and during the Annual Meeting.
The Annual Meeting is expected to conclude before 12:00 noon. We hope you
will attend the Annual Meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND, PLEASE IMMEDIATELY SIGN AND COMPLETE
THE ENCLOSED PROXY DESIGNATION AND INSTRUCTION CARD ("PROXY") AND RETURN IT IN
THE ENVELOPE PROVIDED SO THAT YOUR SHARES MAY BE REPRESENTED AT THE ANNUAL
MEETING. NO POSTAGE IS REQUIRED IF A PROXY IS MAILED IN THE UNITED STATES. IF A
MAJORITY OF OUTSTANDING SHARES ARE NOT PRESENT AT THE MEETING EITHER IN PERSON
OR BY PROXY, THE MEETING MUST BE ADJOURNED WITHOUT CONDUCTING BUSINESS, AND
ADDITIONAL EXPENSE WILL BE INCURRED TO RESOLICIT THE SHAREHOLDERS FOR A NEW
MEETING DATE.
Sent to you with this Notice and the accompanying Proxy Statement is the
Company's 1997 Annual Report to Shareholders, which contains the audited
financial statements of the Company and certain other information about the
Company and its operating results for 1997.
BY ORDER OF THE BOARD OF DIRECTORS
Dated April 8, 1998 /s/ James C. Bradley
JAMES C. BRADLEY
Secretary of the Company
<PAGE>
FIRST PLACE FINANCIAL CORPORATION
PROXY STATEMENT
APRIL 8, 1998
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C>
GENERAL INFORMATION FOR SHAREHOLDERS . . . . . . . . . . . . . . . . . 1
Voting Securities . . . . . . . . . . . . . . . . . . . . . . . . 1
Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . 1
MANAGEMENT OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . 3
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . 3
Occupations . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Board and Committee Meetings. . . . . . . . . . . . . . . . . . . 5
Executive Officers . . . . . . . . . . . . . . . . . . . . . . . 6
COMPENSATION OF MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . 6
Director Compensation . . . . . . . . . . . . . . . . . . . . . . 6
Summary of Compensation To Certain Executive Officers . . . . . . 7
Stock Options and Similar Awards to Executive Officers . . . . . 8
Retirement Benefits . . . . . . . . . . . . . . . . . . . . . . . 9
Severance Agreements . . . . . . . . . . . . . . . . . . . . . .10
Compensation Committee Report on Executive Compensation . . . . .10
Compensation Committee Interlocks and Insider Participation . . .12
CERTAIN TRANSACTIONS BY AND WITH MANAGEMENT AND OTHERS . . . . . . . .12
Credit Extensions . . . . . . . . . . . . . . . . . . . . . . . .12
Compliance with Section 16 Reporting Obligations . . . . . . . .12
COMPARATIVE PERFORMANCE OF THE COMPANY'S COMMON STOCK . . . . . . . .13
PROPOSAL FOR SHAREHOLDER ACTION - Election of Directors . . . . . . .14
Vote Required . . . . . . . . . . . . . . . . . . . . . . . . . .14
OTHER BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . . . . .15
DEADLINE FOR SHAREHOLDER PROPOSALS . . . . . . . . . . . . . . . . . .15
</TABLE>
<PAGE>
GENERAL INFORMATION FOR SHAREHOLDERS
This Proxy Statement is furnished by First Place Financial Corporation,
a New Mexico corporation (hereinafter called the "Company"), to its
shareholders in connection with the solicitation by the Board of Directors of
proxies for use at the Annual Meeting of Shareholders to be held at the San
Juan Country Club, 5775 Country Club Drive, Farmington, New Mexico 87402, on
April 30, 1998 at 10:30 a.m., and at any and all adjournments thereof.
This Proxy Statement and the enclosed form of proxy are being mailed to
Shareholders beginning on April 8, 1998. Mailed together with this Proxy
Statement is a copy of the Company's 1997 Annual Report to Shareholders.
Shareholders who do not receive a copy of the 1997 Annual Report with this
Proxy Statement, or who desire extra copies, should contact the Company at
(505) 324-9523.
A Proxy Designation and Instruction Form ("proxy") for your use in
connection with the Annual Meeting is enclosed. You are requested to date
and sign the enclosed proxy, and return it in the envelope provided.
VOTING SECURITIES
The Board of Directors has fixed the close of business on March 18, 1998
as the Record Date for determination of shareholders entitled to notice of
and to vote at the Annual Meeting. As of the Record Date, there were
2,159,422 outstanding shares of the Company's no par value common stock, held
of record by approximately 641 Shareholders. The holders of record of the
shares of the Company's Common Stock on the Record Date entitled to be voted
at the Annual Meeting are entitled to cast one vote per share of common stock
on each matter submitted to a vote at the Annual Meeting.
PROXIES
Shares of Common Stock which are entitled to be voted at the Annual
Meeting and which are represented by properly executed proxies will be voted
in accordance with the instructions indicated on such proxies. If no
instructions are indicated, such shares will be voted by the designated
persons named on the proxies (the "Proxy Holders") FOR the election of each
of the Director nominees and, in the discretion of the Proxy Holders as to
any other matters which may properly come before the Annual Meeting. A
Shareholder who has executed and returned a proxy may revoke it at any time
prior to its exercise at the Annual Meeting by executing and returning a
proxy bearing a later date, or by filing with the Secretary of the Company,
at the address of the principal executive offices of the Company set forth
above, a written notice of revocation bearing a later date than the proxy
being revoked, or by voting the Common Stock covered thereby in person at the
Annual Meeting.
PRINCIPAL SHAREHOLDERS
The following Table 1 provides information with respect to (i) the
common stock ownership of any person known to the Company to be the
beneficial owner of five percent (5%) or more of any class of the Company's
voting securities as of the Record Date, (ii) all other directors and certain
named executive officers, and (iii) all directors and executive officers of
the Company as a group.
1
<PAGE>
TABLE 1
PRINCIPAL SHAREHOLDERS OF THE COMPANY
<TABLE>
<CAPTION>
Percent of
Name and Address Beneficially Owned(1) Common Stock Outstanding(2)
- ------------------------------------- ------------------- -----------------------------
<C> <C> <C>
First National Bank of Farmington 173,710(3) 7.89
100 E. Broadway
Farmington, NM 87401
Tom Bolack 121,550(4) 5.52
3901 Bloomfield Highway
Farmington, NM 87401
Miriam M. Taylor(5) 114,704(6) 5.21
4360 Cardon Drive
Farmington, NM 87401
Thomas C. Taylor 114,704(7) 5.21
5909 Rinconada Drive
Farmington, NM 87402
Richard I. Ledbetter 39,702(8) 1.80
Robert C. Culpepper 34,436(9) 1.56
Marlo L. Webb 25,562(10) 1.16
Roy L. Owen 21,981(11) 1.00
James D. Rose 16,199(12) *
Dennis E. Peterson 13,404(13) *
Ben Heikkinen 12,709(14) *
J. Gregory Merrion 5,224(15) *
Robert M. Goodman 1,978(16) *
Jack M. Morgan 1,502(17) *
James C. Bradley 895(18) *
Directors and Officers as a Group 409,846(19) 18.60
</TABLE>
(1) Unless otherwise noted, the indicated owner has sole voting power and sole
investment power.
(2) Shares issuable to an individual or group under stock options exercisable
within 60 days of the Record Date are considered outstanding for the purpose of
calculating the percentage of total outstanding Common Stock owned by such
individual or group. Such shares are not considered outstanding for the purpose
of calculating the percentage of total outstanding Common Stock owned by any
other individual or group.
(3) Of the 302,781 shares, which the Trust Department of First National Bank of
Farmington holds in various fiduciary capacities, it has sole voting power over
173,710 shares (7.89% of the total outstanding shares) and no voting or
investment powers over the remaining 129,071 shares.
(4) Includes 4,700 option shares exercisable within 60 days of the Record
Date but which were unexercised as of the Record Date.
(5) Miriam M. Taylor, the mother of Thomas Taylor, resigned as a director of the
Company effective March 1, 1996.
2
<PAGE>
(6) Includes 31,800 shares held in a trust of which Mrs. Taylor has voting and
investment authority; and 19,724 shares beneficially owned by Thomas C. Taylor
and to which Miriam M. Taylor disclaims beneficial ownership.
(7) Includes 9,878 shares owned jointly by Mr. Taylor and his wife as to which
voting and investment powers are shared; 1,096 shares owned by Mr. Taylor's
children; 3,185 option shares exercisable within 60 days of the Record Date but
which were unexercised as of the Record Date; and 94,980 shares beneficially
owned by Miriam M. Taylor and to which Thomas C. Taylor disclaims beneficial
ownership.
(8) Includes 18,222 shares owned jointly by Mr. Ledbetter and his wife as to
which voting and investment powers are shared; 765 shares owned jointly by
Mr. Ledbetter's three children as to which voting and investment powers are
shared; 216 shares held in a self-directed IRA; 15,000 option shares
exercisable within 60 days of the Record Date but which were unexercised as
of the Record Date; and 3,411 shares in his account in the Company's Profit
Sharing Plan.
(9) Consists of shares held jointly in a living trust of which Mr. Culpepper
and his wife are co-trustees and share voting and investment powers.
(10) Includes 25,562 shares held in a living trust of which Mr. Webb and his
wife are co-trustees and share voting and investment powers.
(11) Includes 4,980 shares owned jointly by Mr. Owen and his wife as to which
voting and investment powers are shared, and 1,100 option shares exercisable
within 60 days of the Record Date but which were unexercised as of the Record
Date.
(12) Includes 1,050 shares held in a trust of which Mr. Rose and his wife are
co-trustees and to which voting and investment powers are shared; 150 shares
held in a trust as to which his wife shares voting and investment powers; 450
shares held in a self-directed IRA as to which Mr. Rose does not exercise
voting power; 12,000 option shares exercisable within 60 days of the Record
Date but which were unexercised as of the Record Date; and 2,549 shares in
his account in the Company's Profit Sharing Plan.
(13) Includes 42 shares owned jointly by Mr. Peterson and his wife as to
which voting and investment powers are shared; 900 shares held by Mr.
Peterson in a self-directed IRA; 300 shares held by Mr. Peterson's wife in a
self-directed IRA as to which Mrs. Peterson has sole voting and investment
powers; 7,375 option shares exercisable within 60 days of the Record Date but
which were unexercised as of the Record Date; and 4,787 shares in his account
in the Company's Profit Sharing Plan.
(14) Includes 11,009 shares owned jointly by Mr. Heikkinen and his wife as to
which voting and investment powers are shared; 750 shares held by Mr.
Heikkinen in a self-directed IRA; 750 shares held by Mrs. Heikkinen in a
self-directed IRA as to which Mrs. Heikkinen has sole voting and investment
powers; and 200 option shares exercisable within 60 days of the Record Date
but which were unexercised as of the Record Date.
(15) Includes 2,569 shares held in a trust as to which Mr. Merrion exercises
sole voting and investment powers and 2,655 shares held in a trust as to
which his wife exercises sole voting and investment powers.
(16) Includes 1,978 shares held in a trust of which Mr. Goodman and his wife
are co-trustees and share voting and investment powers.
(17) Includes 1,502 shares owned jointly by Mr. Morgan and his wife as to
which voting and investment powers are shared.
(18) Includes 300 shares held by Mr. Bradley in a self-directed IRA; and 595
shares held in his account in the Company's Profit Sharing Plan.
(19) Includes 43,560 option shares exercisable within 60 days of the Record
Date but which were unexercised as of the Record Date.
*Owns less than 1 percent.
MANAGEMENT OF THE COMPANY
BOARD OF DIRECTORS
The business of the Company is managed under the direction of its Board of
Directors. The Board has responsibility for establishing broad corporate
policies for the overall performance of the Company and for the election and
compensation of officers of the Company. It is not, however, involved in
managing the Company and its operating units on a day-to-day basis. The Board
is kept advised of the Company's operations and results through regular written
reports from, and discussions with, the Chief Executive Officer, the President,
and other Executive Officers of the Company.
3
<PAGE>
The Board of Directors meets regularly during the year to review
significant developments affecting the Company and to act on matters requiring
Board approval. It also holds special meetings when an important matter
requires Board action between scheduled meetings. Executive Officers
responsible for significant operations or supervisory activities are regularly
invited to meet with the Board of Directors to discuss their areas of
responsibility.
Set out in Table 2, below, are the four (4) nominees for election as
directors and the seven (7) other directors whose terms expire in 1999 and
2000, including the age of each person as of December 31, 1997 and the
positions each holds with the Company and its subsidiaries: First National
Bank of Farmington ("FNBF"), Burns National Bank of Durango ("BNBD"), Western
Bank, Gallup ("WBG"), and Capital Bank, Albuquerque ("CB"), a new bank
currently being organized as a subsidiary of the Company.
TABLE 2
BOARD OF DIRECTORS
<TABLE>
<CAPTION>
Director
Nominees for Election in 1998 Age Since Position with the Company and Subsidiaries
- ----------------------------- --- -------- ---------------------------------------------
<S> <C> <C> <C>
Robert M. Goodman 53 1998 Executive Vice President of Company; Chief
Executive Officer of CB
Richard I. Ledbetter(3) 60 1976 Chief Executive Officer of Company; President,
Chief Executive Officer, and Director of FNBF;
Director of BNBD; Director of WBG
James D. Rose(3) 54 1989 President and Chief Operating Officer of Company;
Executive Vice President, Chief Operating Officer
and Director of FNBF; Director of BNBD; Director
of WBG
Thomas C. Taylor(1) 49 1991 Director of Company and FNBF
Class of 1999
- ----------------------------
Tom Bolack 79 1985 Director of Company and FNBF
Ben Heikkinen(1) 57 1991 Director of Company and FNBF
Jack M. Morgan 73 1981 Director of Company and FNBF
Class of 2000
- ----------------------------
Robert S. Culpepper(2,3) 70 1983 Chairman of the Board of Company and FNBF
J. Gregory Merrion(2,3) 68 1975 Vice Chairman of the Board of Company and
FNBF
Roy L. "Bunky" Owen(2) 49 1991 Director of Company and FNBF
Marlo L. Webb1,(2,3) 73 1975 Director of Company; Director of FNBF; Director of
BNBD
</TABLE>
(1) Member of Audit Committee
(2) Member of Compensation Committee
(3) Member of Executive Committee
4
<PAGE>
OCCUPATIONS
Following are descriptions of each director's occupational history for at least
the last five (5) years.
MESSRS. LEDBETTER AND ROSE are principally employed by the Company and FNBF in
the positions set forth in Table 2.
MR. GOODMAN is an Executive Vice President of the Company and Chief Executive
Officer of CB. From January through September 1997, Mr. Goodman served as
Senior Credit Policy Executive for NationsBank New Mexico. From July 1994
through January 1997, he was President of Sunwest Bank of Albuquerque and Chief
Credit Officer for Boatmen's Sunwest Inc. He also served on the Board of
Directors of Sunwest Bank of Albuquerque and Boatmen's Sunwest Inc. Previously,
Mr. Goodman served as Executive Vice President and Chief Credit Officer of
Sunwest Bank of Albuquerque.
MR. TAYLOR is a private investor and Mayor of Farmington, New Mexico.
MR. BOLACK is an independent oil producer.
MR. HEIKKINEN is the President of Industrial Repair Services, Inc., an
industrial machining and fabrication company.
MR. MORGAN is an attorney-at-law.
MR. CULPEPPER is a retired insurance broker.
MR. MERRION is the retired chairman of Merrion Oil and Gas, an oil and gas
exploration and production company.
MR. OWEN is President of Woods Insurance Services, Inc., a general insurance
agency.
MR. WEBB is the Chairman of the Board of Webb Automotive Group, Inc., a new and
used car dealership.
BOARD AND COMMITTEE MEETINGS
The Board of Directors held twelve (12) regular meetings and one (1)
special meeting during 1997. All Directors attended all of the meetings of the
Board, except Mr. Owen and Mr. Merrion, who each missed two (2) meetings, and
Mr. Bolack, who missed six (6) meetings.
The EXECUTIVE COMMITTEE of the Board of Directors exercises the powers of
the Board in the management of the business and affairs of the Company between
Board of Directors meetings or when the Board cannot reasonably or timely be
convened. The Executive Committee also serves as the Board's nominating
committee for the election of Directors. The Executive Committee keeps regular
minutes of its meetings and reports to the Board of Directors at the regular
meetings of the Board. The Executive Committee met two (2) times during 1997
with all members present.
The AUDIT COMMITTEE of the Board, which met five (5) times during 1997,
reports to the Board of Directors with respect to various auditing and
accounting matters, the scope of audit
5
<PAGE>
procedures, the performance of the internal auditors and examiners, and
accounting and compliance practices of the Company. All members of the Audit
Committee attended all of the scheduled meetings, except Mr. Webb and Mr.
Taylor, who each attended four (4) meetings.
The COMPENSATION COMMITTEE administers the various incentive award and
equity plans of the Company on behalf of the Board of Directors. The
Compensation Committee also recommends compensation for the Executive Officers
of the Company. The Compensation Committee met three (3) times during 1997.
All members of the Committee attended all meetings.
EXECUTIVE OFFICERS
Set forth below are the names, ages, and offices of all Executive
Officers holding office as of the Record Date EXCEPT biographical information
for Messrs. Ledbetter (Chief Executive Officer) and Rose (President and Chief
Operating Officer), which is set forth in Table 2 above. Executive Officers
serve at the pleasure of the Board of Directors, although as disclosed later in
this Proxy Statement, Messrs. Ledbetter, Rose, and Peterson have entered into
agreements governing the termination of their employment with the Company.
DENNIS E. PETERSON, 58, is Vice President of the Company and Executive Vice
President of First National Bank of Farmington.
JAMES C. BRADLEY, 52, is Secretary and Treasurer of the Company and Senior Vice
President of First National Bank of Farmington.
COMPENSATION OF MANAGEMENT
DIRECTOR COMPENSATION
During 1997, Directors of the Company received a cash retainer of $200 per
month and a $100 fee for attendance at each meeting of the Board of Directors.
Those Directors of the Company who also served as directors of First National
Bank of Farmington received a retainer of $200 per month and a fee of $500 for
each regular meeting attended. In September 1997, First National Bank of
Farmington increased its fee for each meeting attended to $600. Those Directors
of the Company who also served as Directors of Burns National Bank of Durango
received a retainer of $100 per month and a fee of $400 for each regular meeting
of BNBD attended. Those Directors of the Company who also served as Directors
of Western Bank, Gallup received a retainer of $200 per month and a fee of $200
for each regular meeting of WBG attended. The fee for each special meeting
attended is one-half the regular meeting fee.
Director compensation, as described below, is paid monthly whether the
Directors receive their compensation in cash or elect to defer their
compensation.
Non-officer Directors of the Company received $350 per Loan Committee,
Compensation Committee, and Audit Committee meeting attended, $300 per meeting
attended for the Executive Committee and Loan Review Committee, and $100 per
meeting attended for all other Committees. All Committee fees for Directors of
the Company are paid by First National Bank of Farmington and are paid only to
non-officer Directors. The Chairman of First National Bank of Farmington
received an additional retainer of $500 per month.
6
<PAGE>
Although the Bylaws permit payment of Directors' expenses incurred in
traveling to and attending Board of Directors meetings, no such payments were
made in 1997.
Directors of the Company may enter into a compensation deferral agreement
with the Company whereby the payment of retainers and fees otherwise receivable
by a Director for service as a Director during a specified five-year period may
be deferred and held in an account for the benefit of the Director which earns
interest at a predetermined rate. Distribution, in the form of 120 monthly
payments, begins at the later of the end of the five-year deferral period or age
65.
SUMMARY OF COMPENSATION TO CERTAIN EXECUTIVE OFFICERS
Set out in Table 3, below, is a Summary Compensation Table showing the
various elements of compensation paid during 1997 and during the previous two
years to the Company's Chief Executive Officer and to the other Executive
Officers whose compensation was in excess of $100,000 in 1997:
<TABLE>
<CAPTION>
TABLE 3
SUMMARY COMPENSATION TABLE
--------------------------
Annual Compensation
-----------------------
Shares Underlying All Other
Name and Salary Bonus(1) Other(2) Options Compensation(3)
Principal Position Year ($) ($) ($) (#) ($)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard I. Ledbetter, 1997 225,000 48,695 23,550 10,809 13,525
Chief Executive Officer of the Company
and President 1996 205,000 45,152 22,800 0 10,850
and Chief Executive Officer of First
National Bank of Farmington 1995 190,000 65,735 18,425 0 10,162
James D. Rose, 1997 200,000 41,285 23,550 9,618 21,866
President and Chief Operating Officer
of the Company and Executive Vice 1996 185,000 40,637 22,800 0 9,554
President of First National Bank of
Farmington 1995 160,000 59,162 18,425 0 8,634
Dennis E. Peterson, 1997 130,000 0 0 0 56,311
Vice President of the Company and
Executive Vice President of First 1996 125,000 31,606 0 0 5,845
National Bank of Farmington
1995 112,500 46,015 0 0 6,588
</TABLE>
(1) Bonuses are listed in the year earned and accrued, although such bonuses
may be paid in the following year.
(2) Includes Director's Fees, if applicable.
(3) Amounts shown include contributions by the Company to the account of each
of the named Executive Officers in the First Place Financial Corporation
Profit Sharing Plan, a 401(K) plan open to all regular employees of the
Company. The named Executive Officers were allowed to contribute up to 5.25%
of their salary to this plan not exceeding the IRS limitation ($9,500 in
1997) and the Company contributed a matching amount equal to 25% of the first
4% of salary up to the limit specified in Code Section 401(a)(17) deferred by
the Executive Officer. The amounts accumulating in the accounts under this
plan are invested as directed by the Executive Officer in one of several
investment choices, including a fund which invests solely in shares of the
Company's Common Stock. Participants are immediately vested in the employer
matching contributions to their account in this plan. For Messrs. Ledbetter,
Rose, and Peterson, this amount also includes amounts equal to (i) the
difference between what each would have received as a matching 401(K)
contribution by the Company had the salary limitation specified in Code
Section 401(a)(17) not been reduced to $160,000 and the actual matching
contribution amount plus (ii) the difference between what each would have
received as his pro rata share of the Company's voluntary contribution to the
Profit Sharing Plan had the salary limitation not been reduced to $160,000
and the actual amount credited to his account. In 1997, the Company's
affiliate, First National Bank of Farmington, discontinued post-retirement
benefit payments under its non-qualified Executive Supplemental Income Plan.
The change affected all officers except Messrs. Ledbetter and Rose. For Mr.
Peterson, this amount includes the present value of his accrued
post-retirement benefits under the plan. Additionally, two of the Company's
affiliates, First National Bank of Farmington and Burns National Bank of
Durango, reduced the interest rate used in their non-qualified Deferred
Directors Income Plans. For Messrs. Ledbetter and Rose, this amount includes
the present value of the difference in the benefit amounts computed using the
original interest rate and the revised interest rate.
7
<PAGE>
STOCK OPTIONS AND SIMILAR AWARDS TO EXECUTIVE OFFICERS
Stock options have been awarded to the named Executive Officers upon the
recommendation of the Compensation Committee under the First Place Financial
Corporation Nonstatutory Stock Option Plan ("NSO Plan") and the Third
Nonstatutory Stock Option Plan. Under the NSO Plan, the Company may grant
key employees stock options and stock appreciation rights. This plan is
geared to creating a unity of interest between management and the
Shareholders in looking toward maximizing the share price of the Company's
common stock. The purpose of the Third Nonstatutory Stock Option Plan is to
provide a means by which the Company, through the grant of stock options to
eligible directors and officers, may attract and retain quality personnel and
motivate these persons to exert their best efforts on behalf of the Company
and the Shareholders. Tables 4, 5, and 6 below provide information concerning
the exercise of options and similar awards by these Executive Officers during
1997:
<TABLE>
<CAPTION>
TABLE 4
OPTION GRANTS IN 1997
---------------------
Number of
Shares Percent of
Underlying Total Grant Date
Options Options Exercise Expiration Present
Granted(1) Granted to Price(2) Date Value(3)
Name (#) Employees ($/Sh) ($)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Richard I. Ledbetter 10,809 53 65.50 12/17/05 74,096
James D. Rose 9,618 47 65.50 12/17/05 65,931
</TABLE>
(1) The options were granted with respect to the Company's Third Nonstatutory
Stock Option Plan.
(2) The exercise price was the fair market value of the stock as of the date
of grant, December 17, 1997.
(3) In accordance with SEC rules, the Black-Scholes option pricing model was
chosen to estimate the grant date present value of the options set forth in
this table. The Company's use of this model should not be construed as an
endorsement of its accuracy at valuing options. All stock option valuation
models, including the Black-Scholes model, require certain assumptions to be
made. The following assumptions were made for purposes of calculating the
grant date value: volatility at 10%, dividend yield at 3%, an expected term
of five years, and an interest rate of 6%. The real value of the options in
this table depend upon the actual changes in the market price of the Common
Stock during the applicable period.
<TABLE>
<CAPTION>
TABLE 5
OPTION/SAR EXERCISES BY CERTAIN EXECUTIVE OFFICERS DURING 1997
--------------------------------------------------------------
AND YEAR-END OPTION/SAR VALUES(1)
---------------------------------
NONSTATUTORY STOCK OPTION PLAN (WITH STOCK APPRECIATION RIGHTS)
---------------------------------------------------------------
Value of Unexercised
Unexercised in-the-Money Share
Shares Options/SARs Options/SARs
Acquired Value -------------------------------------------------------------------
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard I. Ledbetter 0 $0 15,000 0 $986,700 $0
James D. Rose 0 0 12,000 0 789,360 0
Dennis E. Peterson 0 0 9,375 0 616,687 0
</TABLE>
(1) The option price for all shares is $26.67 per share. At December 31,
1997, the bid price for a share of stock was $66.13, making the value of each
option $39.46. The value of a SAR is equal to the sum of (i) the difference
between the current formula price calculated as adjusted book value times
1.54 ($50.19) and the option price ($26.67) plus (ii) the cumulative increase
in dividends declared versus the $.867 per share declared in 1992. For 1993,
1994, 1995, 1996, and 1997, this cumulative increase was $2.80, making the
value of each SAR $26.32. The combined value of each option and accompanying
SAR at December 31, 1997 was $65.78.
8
<PAGE>
<TABLE>
<CAPTION>
TABLE 6
OPTION/SAR EXERCISES BY CERTAIN EXECUTIVE OFFICERS DURING 1997
--------------------------------------------------------------
AND YEAR-END OPTION/SAR VALUES(2)
---------------------------------
THIRD NONSTATUTORY STOCK OPTION PLAN (WITHOUT STOCK APPRECIATION RIGHTS)
------------------------------------------------------------------------
Value of Unexercised
Unexercised in-the-Money Share
Shares Options/SARs Options/SARs
Acquired Value ------------------------------------------------------------------------------
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard I. Ledbetter 0 $0 0 10,809 $0 $6,810
James D. Rose 0 0 0 9,618 0 6,059
</TABLE>
(2) The option price for all shares is $65.50. At December 31, 1997, the bid
price for a share of stock was $66.13 making the value of each option $.63.
RETIREMENT BENEFITS
The Company provides a RETIREMENT PLAN to its employees, including
Executive Officers, that is funded by the Company. The following Table 7
illustrates the estimated annual retirement benefits payable upon retirement
age under the current Retirement Plan.
<TABLE>
<CAPTION>
TABLE 7
RETIREMENT BENEFITS*
-------------------
(CURRENT PLAN)
Career Years of Service
Average ---------------------------------------------------------------------------------------------------------------------
Earnings 15 20 25 30 35 40 45
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$120,000 $ 24,850 $ 33,100 $ 41,350 $ 49,600 $ 57,850 $ 57,850 $ 57,850
130,000 27,100 36,100 45,100 54,100 63,100 63,100 63,100
140,000 29,350 39,100 48,850 58,600 68,350 68,350 68,350
170,000 36,100 48,100 60,100 72,100 84,100 84,100 84,100
200,000 42,850 57,100 71,350 85,600 99,850 99,850 99,850
230,000 49,600 66,100 82,600 99,100 115,600 115,600 115,600
260,000 56,350 75,100 93,850 112,600 131,350 131,350 131,350
310,000 67,600 90,100 112,600 135,100 157,600 157,600 157,600
360,000 78,850 105,100 131,350 157,600 183,850 183,850 183,850
410,000 90,100 120,100 120,100 180,100 210,100 210,100 210,100
</TABLE>
*Actual benefits will be the lesser of the amount calculated using actual
career Average Earnings or the amount calculated using IRS limitations on
salary which can be considered for benefit computation purposes.
The Company also maintains an EXECUTIVE SUPPLEMENTAL INCOME PLAN
which provides for payment to Messrs. Ledbetter and Rose (and their
beneficiaries), who were covered by the Retirement Plan prior to the most
recent restatement of the Plan effective January 1, 1990 and whose benefits
under the most recent restatement of the Plan are less than they would have
been prior to the restatement. The amount of the payment to each participant
is based on the difference between the benefit to which they would have been
entitled prior to the most recent restatement (under either the Original Plan
or the First Restatement of the Plan) and the benefit to which they are
entitled under the current Plan. When applicable, the Plan may provide for
payment to highly paid Executive Officers and their beneficiaries, that
portion of benefits otherwise payable under the terms of the Retirement Plan
but which cannot be paid by the Retirement Plan because of benefit
restrictions imposed on the Retirement Plan by Section 415 of the Internal
Revenue Code.
The estimated retirement benefits shown in the above table is
computed on a life only annuity basis.
9
<PAGE>
Compensation to the named Executive Officers for 1997 included in
the earnings base for the purpose of calculating total retirement benefits as
shown in Table 7 is equal to the career average salary including bonus. As of
December 31, 1997, the credited years of service under the retirement plan for
the Executive Officers named in Table 3 were 39 years for Mr. Ledbetter, 15
years for Mr. Rose, and 8 years for Mr. Peterson.
SEVERANCE AGREEMENTS
Messrs. Ledbetter, Peterson, and Rose have entered into agreements
with the Company providing that in the event of a "change of control" of the
Company, or the Executive Officer's previous employer, if different, if the
Executive Officer is terminated without cause or if the Executive Officer's
duties are significantly changed, he is entitled to a special compensation
payment equal to three (3) multiplied by the Executive Officer's then base
annual compensation. Such agreements were originally for three (3) year terms
with automatic annual renewals for an additional one (1) year unless timely
notice is given. During 1997, no such notices were given. These agreements
also deal with any other termination of the employment of these officers with
the Company, other than retirement.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors consists of four (4)
non-employee Directors. The Committee meets one (1) or more times annually to
review and determine matters pertaining to the compensation of the Executive
Officers of the Company including the three (3) named Executive Officers in
Table 3, above.
To the Shareholders of First Place Financial Corporation:
The Compensation Committee annually reviews the elements of
compensation for the Executive Officers of the Company and recommends to the
Board of Directors the level of compensation for these Executive Officers for
the following year. The Committee is provided with detailed information and
proposals from management. The Committee's decisions are made within the
context of a uniform structure and set of compensation principles which apply
to all of the Company's Officers, including the Executive Officers subject to
the Committee's review.
Chief among these principles is that First Place Financial
Corporation will provide total compensation opportunities that are competitive
with those provided by comparable financial institutions and commensurate with
First Place's overall performance. The three main elements of the compensation
package are base salary, short-term (annual) incentives, and long-term
incentives. Total compensation for Executive Officers can be described as
consisting of an average or below-average base salary, an average annual cash
incentive opportunity based on performance, and an above-average long-term
equity-based incentive opportunity tied to increases in Shareholder value. The
Committee believes that this compensation mix is in the best interests of the
Shareholders and supports the business and financial objectives of the Company.
BASE SALARY. Each year the company reviews relevant information regarding
executive compensation in the banking industry. During 1997, the Company
performed an analysis of the compensation paid in 1996 to executive officers
of publicly traded banking companies with assets between $500 million and
$1.0 billion. While the data are analyzed from a number of different
perspectives, primary emphasis is given to compensation related to return on
equity and return on
10
<PAGE>
assets. So long as the Company's performance in these two categories ranks
in the top half, the Compensation Committee feels that the Chief Executive
Officer's base salary should approximate the median for the group.
The base salaries for the other Executive Officers are set based upon the
Committee's assessment of their respective contributions and worth to the
Company. In times of excellent corporate performance, Executive Officers may
receive substantial supplemental rewards through short-term and long-term
incentives.
CHIEF EXECUTIVE OFFICER SALARY ACTION. The Committee approved an
increase of 4.9% in Mr. Ledbetter's base salary to become effective
January 1, 1998. This increase places Mr. Ledbetter's base salary
approximately 12% above the 1996 median for his position and
approximately 6% above the projected 1997 median for his position.
OTHER NAMED EXECUTIVE OFFICERS. The maximum pay raise received by
the other Executive Officers was 5%.
SHORT-TERM INCENTIVES. All the named Executive Officers participate in the
Annual Profit Sharing Bonus Plan (APSBP) of First National Bank of Farmington
which provides for a payment to Executive Officers and other officers and
exempt employees based upon the bank's return on equity. During 1997, the
Board of Directors revised the APSBP to use return on equity thresholds
established by the Board to determine the bonus pool amount rather than how
the return on equity compared to the bank's Uniform Bank Performance Report
peer group, which was the method used previously. The Board also revised the
Plan to make the amounts actually received by the Executive Officers subject
to the level of classified assets at year-end. For 1997, the named Executive
Officers were eligible for 55% of their computed bonus amount. Actual
amounts paid to non-Executive Officer participants in the Plan are set by
management based upon their assessment of relative individual performance.
CHIEF EXECUTIVE OFFICER BONUS. Mr. Ledbetter was eligible for a
payment equal to 16.5% of the bonus pool but actually received a
payment equal to 9.1% of the bonus pool.
OTHER NAMED EXECUTIVE OFFICERS. The other two (2) named Executive
Officers employed by First National Bank of Farmington were awarded
bonus payments ranging from 0% to 7.7% of the bonus pool.
LONG-TERM INCENTIVES. In 1997, the Committee awarded options on 3,000 shares
under its NSO Plan to a non-executive officer at an exercise price of $63.33.
Under the terms of the Second Non-Statutory Stock Option Plan, each
non-officer director of the Company was granted options on 200 shares of
Company stock at an exercise price of $63.33. In November 1997, the Company
adopted a Third Non-Statutory Stock Option Plan covering directors, executive
officers and certain non-executive officers. Under the terms of the Third
Non-Statutory Stock Option Plan, each director of the Company was granted
options on 3,000 shares at an exercise price of $65.50. Mr. Ledbetter and
Mr. Rose were granted options on 10,809 shares and 9,618 shares,
respectively, also exercisable at $65.50 per share. Options granted under
the Third Non-Statutory Stock Option Plan vest at 33.33% per year. In
January 1998, Mr. Goodman was granted options on 8,166 shares exercisable at
$66.13 per share.
11
<PAGE>
REPRICING OF OPTIONS. The Company has never repriced options. The
Compensation Committee has no such intention at this time.
Marlo L. Webb, Chairman
Robert S. Culpepper
J. Gregory Merrion
Roy L. "Bunky" Owen
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Members of the Compensation Committee have no interlocking
relationships as defined in SEC Regulations.
Messrs. Webb, Merrion, Owen, and Culpepper, the members of the
Company's Board of Directors' Compensation Committee, through companies with
whom each of these Directors is affiliated, had borrowings and similar credit
transactions with one or more of the Company's subsidiary banks during 1997.
Each of these transactions was done in the ordinary course of the subsidiary
bank's lending business and on the same or substantially similar terms to
other similar loan or credit transactions with unrelated persons, and did not
involve more than the normal risks of collectibility or present other
unfavorable features to the Company. Specifically, Messrs. Webb, Merrion,
Owen, and Culpepper (and through their respective affiliated companies) each
had credit extensions and/or credit commitments during 1997 in excess of
$300,000 but less than $5,000,000.
CERTAIN TRANSACTIONS BY AND WITH MANAGEMENT AND OTHERS
CREDIT EXTENSIONS
Most of the Directors and Executive Officers of the Company,
members of their immediate families, and corporations and other organizations
of which they are affiliates, are borrowers from one or more of the Company's
subsidiary banks. During 1997, these persons, firms and corporations have
had loan transactions with one or more of these banks, all of which were done
in the ordinary course of business and were on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with unaffiliated persons, and did not involve more
than the normal risk of collectability or present other unfavorable features
to the Company. Specifically, Messrs. Ledbetter, Morgan, Rose, and Peterson
(or their affiliates) each had credit extensions and/or credit commitments
during 1997 in excess of $100,000 but less than $550,000; Messrs. Thomas
Taylor, Heikkinen and Bolack (or their affiliates) each had credit extensions
and/or credit commitments of over $750,000 but less than $5,000,000.
COMPLIANCE WITH SECTION 16 REPORTING OBLIGATIONS
Each Director, Executive Officer, and beneficial owner of ten
percent or more of the Common Stock of the Company is required under the
Securities Exchange Act of 1934 to file reports with the Securities and
Exchange Commission evidencing their ownership of, and their current
transactions in, the Company's equity securities. This is a personal
obligation of the ten percent owners Executive Officers and Directors. Based
on a review of the reporting forms provided to the Company by its Directors
and Executive Officers, it appears that the following individuals did not
timely file Form 4 during 1997: Robert Culpepper filed three Form 4's late
which included four reportable transactions; Roy Owen filed four Form 4's
late which included seven reportable transactions; Thomas Taylor filed four
Form 4's late which included six reportable transactions;
12
<PAGE>
Marlo Webb filed three Form 4's late which included three reportable
transactions; J. Gregory Merrion filed three Form 4's late which included six
reportable transactions; Jack Morgan filed four Form 4's late which included
four reportable transactions; Ben Heikkinen filed four Form 4's late which
included nine reportable transactions; Richard Ledbetter filed one Form 4
late which included one reportable transaction; James Rose filed one Form 4
late which included one reportable transaction; and Tom Bolack filed two Form
4's late which included two reportable transactions.
COMPARATIVE PERFORMANCE OF THE COMPANY'S COMMON STOCK
Set out in Table 8, below, is a five-year comparison and graphic
display of the relative performance of $100 invested on December 31, 1992 in
the Company's Common Stock and the same amount invested on the same day in
the S & P Major Regional Bank Index and the NASDAQ Composite Index:
<TABLE>
<CAPTION>
TABLE 8
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN(1)
--------------------------------------------------
BETWEEN FIRST PLACE FINANCIAL CORPORATION, S & P MAJOR REGIONAL BANKS
---------------------------------------------------------------------
INDEX AND NASDAQ COMBINED COMPOSITE INDEX
-----------------------------------------
Company/Index 1992 1993 1994 1995 1996 1997
- ----------------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
First Place Financial Corporation 100.000 124.220 146.040 170.130 241.370 309.770
S & P Major Regional Banks Index 100.000 105.910 100.170 157.540 215.050 323.370
NASDAQ Composite Index 100.000 114.750 111.080 135.610 159.230 194.480
</TABLE>
(1) TOTAL RETURN ASSUMES QUARTERLY REINVESTMENT OF DIVIDENDS.
[CHART]
The Company's Common Stock is measured against the NASDAQ
Composite Index and the S & P Major Regional Bank Index which trade on the
New York Stock Exchange. The Company's Common Stock is quoted on the NASDAQ
Bulletin Board but there is not an active market maker for the stock.
13
<PAGE>
PROPOSALS FOR SHAREHOLDER ACTION - ELECTION OF DIRECTORS
VOTE REQUIRED
A majority of the share votes entitled to be cast at the Annual
Meeting is required for a quorum at the Annual Meeting. In the election of
Directors, the nominees receiving the highest number of votes will be
elected. Holders of shares of the Company's Common Stock are entitled to one
vote on each matter submitted to a vote at the Annual Meeting for each share
held of record at the Record Date. Abstentions and broker non-votes will not
be counted for or against the election of any nominee, although all shares
represented at the meeting will be counted towards a quorum.
Any Shareholder signing and delivering a proxy has the power to
revoke it at any time before the vote at the Annual Meeting by notifying the
Secretary of the Company in writing prior to 8:45 a.m. local time on April
30, 1998, or by voicing such revocation in person at the Annual Meeting at
the time votes are requested.
If a Shareholder wishes to designate someone other than the Proxy
Holders as his authorized agent to vote by proxy at the Annual Meeting, he
may do so by crossing out the names of all of the designated persons printed
on the proxy card and by writing in the name of another person or persons
(not more than two (2)) to act as agent for the Shareholder in voting his
shares. Such a special proxy designation signed by the Shareholder(s) must
be presented at the Meeting by the person or persons designated on the card
by the Shareholders.
The cost of preparing, assembling, and mailing these proxy
materials will be borne by the Company. The solicitation of proxies by the
Directors is being made by mail, and may also be made by agents of the
Company, in person, by telephone, or by mail. No additional compensation
will be given to employees or Directors for such solicitation. Custodians of
securities held for Shareholders of record (for example, banks, brokers,
etc.) may be paid their reasonable out-of-pocket expenses incurred in
forwarding proxy materials to Shareholders.
The Executive Committee of the Board serves as the nominating
committee for the current Directors. Nominations for election as a Director
also will be accepted from the floor by any Shareholder at the 1998 Annual
Meeting. While no formal procedure exists with respect to nominations for
Directors outside of the Annual Meeting other than through the function of
the Executive Committee as the Board's own nominating committee, Shareholders
are free to write to the Executive Committee, c/o Richard I. Ledbetter, Chief
Executive Officer, P.O. Box 4540, Farmington, New Mexico 87499-4540, with
any suggestions concerning nominations to the Board of Directors.
The Bylaws of the Company provide for a Board of Directors of no
fewer than 9 and no more than 13 members. Directors are elected by class to
three-year staggered terms. There is one class with three (3) Directors and
two classes with four (4) Directors each.
The persons named below will be placed in nomination by the Board
of Directors for election as Directors of the Company at the 1998 Annual
Meeting, to serve a three year term or until their successors are elected and
qualified:
14
<PAGE>
Robert M. Goodman
Richard I. Ledbetter
James D. Rose
Thomas C. Taylor
ALL DULY SIGNED AND DELIVERED PROXIES WILL BE VOTED FOR THE
ELECTION OF ALL OF THE NOMINEES LISTED ABOVE IN THE ABSENCE OF CONTRARY
DIRECTION. The Directors know of no reason why any nominee listed above may
be unable to serve as a Director. If any nominee is unable to serve, the
shares present at the 1998 Annual Meeting through proxies will be voted FOR
the election of such other person(s) as the Board of Directors may nominate
at the Annual Meeting, or the current Directors may conclude to reduce the
number of Directors to be elected.
If all four (4) nominees listed above are elected at the 1998
Annual Meeting, the composition of the new Board will be eight (8) Directors
whose principal occupation or employment is and has been outside of the
Company, and three (3) Directors who are Executive Officers of the Company.
All of the nominees except Mr. Goodman were elected to their
present term of office by a vote of the Shareholders at the 1995 Annual
Meeting. Mr. Goodman was elected as a Director of the Company in January
1998 by the Board of Directors.
OTHER BUSINESS
Management does not know of any other business to be presented at
the Meeting. However, if any other business is presented, it is the intention
of the Proxy Holders to vote according to their best judgement with respect
to such other business.
INDEPENDENT PUBLIC ACCOUNTANTS
In June 1996, the Audit Committee of the Board of Directors of the
Company approved the engagement of KPMG Peat Marwick, LLP as the Company's
principal auditors for the year ending December 31, 1996. A member of KPMG
Peat Marwick will be in attendance at the Annual Meeting to make a statement
on behalf of the firm if he so desires and to answer appropriate questions,
if any, from Shareholders.
DEADLINE FOR SHAREHOLDER PROPOSALS
If any Shareholder wishes to present a proposal for action at the
1999 ANNUAL MEETING of the Shareholders, the Shareholder must comply with
applicable Securities and Exchange Commission Regulations, including adequate
notice to the Company. Any proposal must be submitted in writing by
Certified Mail--Return Receipt Requested, to First Place Financial
Corporation, Attention: Secretary of the Company, P.O. Box 4540, Farmington,
New Mexico 87499-4540, on or before December 26, 1998.
15
<PAGE>
PROXY CARD
(FRONT OF CARD)
- -------------------------------------------------------------------------------
FIRST PLACE FINANCIAL PROXY DESIGNATION THIS PROXY DESIGNATION
CORPORATION AND INSTRUCTION CARD AND
POST OFFICE BOX 4540 INSTRUCTION IS
FARMINGTON, NEW MEXICO SOLICITED BY
87499 YOUR BOARD OF
DIRECTORS
The undersigned shareholder of First Place Financial Corporation hereby
appoints J. GREGORY MERRION, JACK M. MORGAN, AND ROY L. "BUNKY" OWEN, or
_________________________________, or any one or more of them severally or
jointly with full power of substitution, the attorneys and agents of the
undersigned to vote as proxy with respect to all shares registered in the
name of the undersigned, or which the undersigned would be entitled to vote,
at the Annual Meeting of the Shareholders of First Place Financial
Corporation to be held at the San Juan Country Club, 5775 Country Club Drive,
Farmington, New Mexico, 87402, on Thursday, the 30th day of April, 1998 at
10:30 a.m., local time, and at all adjournments thereof, provided however,
that such vote shall be specified below on the proposal more fully set forth
in the First Place Financial Corporation Proxy Statement.
1. ELECTION OF DIRECTORS FOR ALL nominees listed below / /
(except as marked to the contrary below)
WITHHOLD AUTHORITY TO VOTE / /
for ALL nominees listed below
IMPORTANT
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
ROBERT M. GOODMAN RICHARD I. LEDBETTER JAMES D. ROSE THOMAS C. TAYLOR
(Continued and to be SIGNED on the other side)
- -------------------------------------------------------------------------------
(BACK OF CARD)
- -------------------------------------------------------------------------------
THE SHARES INDICATED ON THIS PROXY INSTRUCTION CARD, WHEN THIS CARD IS
PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE ON THE PROXY CARD, THESE
SHARES WILL BE VOTED FOR ALL OF THE LISTED NOMINEES FOR DIRECTORS
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
PLEASE MARK, SIGN, DATE AND RETURN The undersigned acknowledges receipt
THIS PROXY INSTRUCTION CARD PROMPTLY of the Proxy Statement and the 1997
USING THE ENCLOSED ENVELOPE. Annual Report, and executes this Proxy
Instruction Card.
p Dated:________________________,1998
R
O ----------------------------------
X Signature of Shareholder
Y
----------------------------------
Signature of Shareholder
NOTE: (a) Proxy instruction
cards for shares
registered in the names
of joint tenants must be
signed by each of the
joint owners or by the
survivor of them as such.
(b) When signing as
attorney, executor,
administrator, or
guardian, please give
your full title as such.
(c) Proxy instruction cards
for shares registered in
the names of trustees
must be signed by all
trustees or by one
trustee as co-trustee for
self and other trustees.
- -------------------------------------------------------------------------------
