<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, 1997
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)
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<PAGE>
FINANCIAL STATEMENTS AND AUDITORS' REPORT
FIRST PLACE FINANCIAL CORPORATION
PROFIT SHARING PLAN
WITH 401(k) PROVISIONS
December 31, 1997, 1996 and 1995
<PAGE>
FIRST PLACE FINANCIAL CORPORATION
PROFIT SHARING PLAN (with 401(k) Provisions)
INDEX OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
<TABLE>
Page
----
<S> <C>
Independent Auditors' Report 3
Financial Statements:
- Statement of Net Assets Available for Benefits
With Fund Information, December 31, 1997 4
- Statement of Net Assets Available for Benefits
With Fund Information, December 31, 1996 5
- Statement of Changes in Net Assets Available for
Benefits With Fund Information, December 31, 1997 6
- Statement of Changes in Net Assets Available for
Benefits With Fund Information, December 31, 1996 7
- Statement of Changes in Net Assets Available for
Benefits With Fund Information, December 31, 1995 8
- Notes to the Financial Statements 9
Supplemental Schedules:
- Independent Auditors' Report 14
- Item 27(a) Schedule of Assets Held for
Investment Purposes 15
- Item 27(d) Schedule of Reportable Transactions 16
- Consent of Independent Auditors 17
Signatures 18
</TABLE>
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, 1997 and 1996, 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, 1997. 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,
1997 and 1996, and the changes in net assets available for benefits for each
of the years in the three-year period ended December 31, 1997, in conformity
with generally accepted accounting principles.
/s/ Chandler & Company, LLP
Farmington, New Mexico
June 23, 1998
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, 1997
<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 $ 337,186 $ - $ 14,529 $ 6,092 $ 75,184 $ 432,991
Cash at other institutions 8,792 173,838 - - - 182,630
------------ --------- --------- ---------- --------- -----------
Total cash 345,978 173,838 14,529 6,092 75,184 615,621
Investments, at fair value
Common stock (cost $1,941,507) 4,627,280 - - - - 4,627,280
Balanced fund (cost $339,576) - - 377,691 - - 377,691
Bond fund (cost $84,457) - - - 84,365 - 84,365
Stock fund (cost $710,318) - - - - 787,976 787,976
------------ --------- --------- ---------- --------- -----------
Total investments 4,627,280 - 377,691 84,365 787,976 5,877,312
Amounts receivable
Employer's contributions 45,344 48,956 46,980 13,251 101,189 255,720
Participants' contributions - 3,773 10,884 2,277 21,253 38,187
Interest & dividends - - - - - 0
------------ --------- --------- ---------- --------- -----------
Total amounts receivable 45,344 52,729 57,864 15,528 122,442 293,907
------------ --------- --------- ---------- --------- -----------
Net assets available for benefits $ 5,018,602 $ 226,567 $ 450,084 $ 105,985 $ 985,602 $ 6,786,840
------------ --------- --------- ---------- --------- -----------
------------ --------- --------- ---------- --------- -----------
</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, 1997
<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 $ 244,027 $ 9,725 $ 60,351 $ 15,385 $ 259,905 $ 589,393
Cash at other institutions - 120,319 - - - 120,319
------------ --------- --------- ---------- --------- -----------
Total cash 244,027 130,044 60,351 15,385 259,905 709,712
Investments, at fair value
Common stock (cost $1,986,788) 3,767,940 - - - - 3,767,940
Balanced fund (cost $136,608) - - 150,122 - - 150,122
Bond fund (cost $37,218) - - - 36,679 - 36,679
Stock fund (cost $210,992) - - - - 199,961 199,961
------------ --------- --------- ---------- --------- -----------
Total investments 3,767,940 - 150,122 36,679 199,961 4,154,702
Amounts receivable
Employer's contributions 81,450 40,983 36,104 10,820 71,035 240,392
Participants' contributions 10,198 1,722 4,940 1,330 7,615 25,805
Interest & dividends 46,046 540 - - - 46,586
------------ --------- --------- ---------- --------- -----------
Total amounts receivable 137,694 43,245 41,044 12,150 78,650 312,783
------------ --------- --------- ---------- --------- -----------
Net assets available for benefits $ 4,149,661 $ 173,289 $ 251,517 $ 64,214 $ 538,516 $ 5,177,197
------------ --------- --------- ---------- --------- -----------
------------ --------- --------- ---------- --------- -----------
</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, 1997
<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 $ 904,620 $ - $ 24,602 $ 448 $ 88,689 $1,018,359
Gains (losses) on sale 105,041 - 1,471 3 5,124 111,639
Interest 22,794 9,213 - 185 - 32,192
Dividends 71,400 - 31,838 4,225 48,589 156,052
---------- -------- -------- -------- -------- ----------
1,103,855 9,213 57,911 4,861 142,402 1,318,242
Contributions:
Participants' 75,089 21,140 103,500 21,863 188,854 410,446
Employer's 45,344 48,956 46,980 13,251 101,189 255,720
---------- -------- -------- -------- -------- ----------
120,433 70,096 150,480 35,114 290,043 666,166
---------- -------- -------- -------- -------- ----------
Total additions 1,224,288 79,309 208,391 39,975 432,445 1,984,408
Deductions
Deductions from net assets attributed to:
Benefits paid to participants 262,002 11,258 24,969 4,592 71,944 374,765
---------- -------- -------- -------- -------- ----------
Net increase prior to interfund
transfers 962,286 68,051 183,422 35,383 360,501 1,609,643
Interfund transfers (93,345) (14,773) 15,145 6,388 86,585 -
---------- -------- -------- -------- -------- ----------
Net increase (decrease) 868,941 53,278 198,567 41,771 447,086 1,609,643
Net assets available for benefits:
Beginning of year 4,149,661 173,289 251,517 64,214 538,516 5,177,197
---------- -------- -------- -------- -------- ----------
End of year $5,018,602 $226,567 $450,084 $105,985 $985,602 $6,786,840
---------- -------- -------- -------- -------- ----------
---------- -------- -------- -------- -------- ----------
</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, 1996
<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 $ 964,248 $ - $ 2,456 $ (806) $(13,032) $ 952,866
Gains (losses) on sale 22,935 - 13,479 29 (13,997) 22,446
Interest - 32,914 - - - 32,914
Dividends 100,793 - 14,869 3,965 63,085 182,712
---------- -------- -------- -------- -------- ----------
1,087,976 32,914 30,804 3,188 36,056 1,190,938
Contributions:
Participants' 101,886 30,736 69,751 19,872 150,946 373,191
Employer's 81,450 40,983 36,104 10,820 71,035 240,392
---------- -------- -------- -------- -------- ----------
183,336 71,719 105,855 30,692 221,981 613,583
---------- -------- -------- -------- -------- ----------
Total additions 1,271,312 104,633 136,659 33,880 258,037 1,804,521
Deductions
Deductions from net assets attributed to:
Benefits paid to participants 140,312 18,724 51,946 3,117 24,974 239,073
---------- -------- -------- -------- -------- ----------
Net increase prior to interfund
transfers 1,131,000 85,909 84,713 30,763 233,063 1,565,448
Interfund transfers 258,854 (84,692) (82,557) (34,140) (57,465) -
---------- -------- -------- -------- -------- ----------
Net increase (decrease) 1,389,854 1,217 2,156 (3,377) 175,598 1,565,448
Net assets available for benefits:
Beginning of year 2,759,807 172,072 249,361 67,591 362,918 3,611,749
---------- -------- -------- -------- -------- ----------
End of year $4,149,661 $173,289 $251,517 $ 64,214 $538,516 $5,177,197
---------- -------- -------- -------- -------- ----------
---------- -------- -------- -------- -------- ----------
</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, 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.
8
<PAGE>
First Place Financial Corporation
Profit Sharing Plan
With 401(k) Provisions
NOTES TO FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
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 300 participants in 1995, 365 in 1996, and 396 in 1997.
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. All of the Plan's assets are held in a trust fund
administered by the First National Bank of Farmington.
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, 1997, 1996 and 1995
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, or in a money market account at a registered
investment company (Franklin's Institutional Fiduciary Trust Money
Market Portfolio).
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 $5,473,
$10,123, and $16,305 for plan years ended December 31, 1997, 1996 and
1995 respectively.
10
<PAGE>
First Place Financial Corporation
Profit Sharing Plan
With 401(k) Provisions
NOTES TO FINANCIAL STATEMENTS - continued
December 31, 1997, 1996 and 1995
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 latest traded market
price. Money market interest bearing cash accounts are valued at account
balance.
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. Gains and losses on sales are determined using
the first in - first out (FIFO) method.
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 (5.10% at December 31, 1997).
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, 1997, 1996 and 1995
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):
<TABLE>
1997 1996 1995
---------- ---------- --------
<S> <C> <C> <C>
Net unrealized appreciation at
January 1, $1,783,095 $ 830,229 $587,981
Increase in net unrealized
appreciation 1,018,359 952,866 242,248
---------- ---------- --------
Net unrealized appreciation at
December 31, $2,801,454 $1,783,095 $830,229
---------- ---------- --------
---------- ---------- --------
</TABLE>
12
<PAGE>
SUPPLEMENTAL INFORMATION
13
<PAGE>
INDEPENDENT AUDITORS' 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.
/s/ Chandler & Company, LLP
Farmington, New Mexico
June 23, 1998
14
<PAGE>
First Place Financial Corporation
Profit Sharing Plan With 401(k) Provisions
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1997 and 1996
<TABLE>
Current
Identity of Issue Description Cost Value
- ----------------------------------- ---------------- ---------- ----------
<S> <C> <C> <C>>
December 31, 1997:
-------------------
* First Place Financial Common Stock, no
Corporation par $1,941,507 $4,627,280
Fidelity Asset Manager Fund Mutual Fund 339,576 337,691
Fidelity Short/Intermediate
Government Fund Mutual Fund 84,457 84,365
Fidelity Magellan Fund Mutual Fund 710,318 787,976
Franklin Funds Institutional Money market
Fiduciary Money Market Fund deposit at 5.51% 182,630 182,630
* First National Bank of NOW account
Farmington deposit at 5.10% 432,991 432,991
December 31, 1996:
* First Place Financial Common Stock, no
Corporation par $1,986,788 $3,767,940
Fidelity Asset Manager Fund Mutual Fund 136,608 150,122
Fidelity Short/Intermediate
Government Fund Mutual Fund 37,218 36,679
Fidelity Magellan Fund Mutual Fund 210,992 199,961
Franklin Funds Institutional Money Market
Fiduciary Money Market deposit at 6.10% 120,319 120,319
* First National Bank of NOW account
Farmington deposit at 4.85% 589,393 589,393
</TABLE>
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, 1997 and 1996
<TABLE>
Description Purchase Selling Cost Current value Net
Identity of party involved of assets price price of assets at purchase Gain (loss)
- --------------------------- ----------- -------- ------- --------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
December 31, 1997:
- -------------------
Fidelity Magellan Fund Mutual fund
shares $219,374 $ - $219,374 $219,374 $ -
Fidelity Asset Manager Fund Mutual fund
shares 555,478 - 555,478 555,478 -
December 31, 1996:
- -------------------
First Place Financial Common
Corporation Stock $491,316 $ - $491,316 $491,316 $ -
Fidelity Magellan Fund Mutual fund
shares 350,071 - 350,071 350,071 -
Fidelity Magellan Fund Mutual fund
shares - 350,950 364,943 - (13,993)
Fidelity Asset Manager Fund Mutual fund
shares - 202,261 188,782 - 13,479
</TABLE>
16
<PAGE>
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 June 23, 1998, on our audits of the financial statements of the First
Place Financial Corporation Profit Sharing Plan With 401(k) Provisions as of
December 31, 1997 and 1996, and for each of the years in the three year period
ended December 31, 1997, and the supplemental schedules as of and for the years
ended December 31, 1997 and 1996, which reports are included in this annual
report on Form 11-K.
/s/ Chandler & Company, LLP
Farmington, New Mexico
June 23, 1998
17
<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: JUNE 24,1998 FIRST PLACE FINANCIAL CORPORATION
PROFIT SHARING PLAN (with 401(k)
provisions)
/s/ James D. Rose
-------------------------------------
President and Chief Operating Officer
18
