FIRST PLACE FINANCIAL CORP
8-K, 1999-02-05
STATE COMMERCIAL BANKS
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                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC  20549


                                   FORM 8-K


                                CURRENT REPORT


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


               Date of Report (Date of earliest event reported)
                               January 28, 1999


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


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


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


Registrant's telephone number, including area code:  (505) 324-9500
                                                   ------------------

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ITEM 5.  OTHER EVENTS

         News release dated January 28, 1999, announcing 1998 earnings and 
         quarterly dividend and special dividend.

         Shareholder letter dated February 1, 1999, reporting 1998 earnings 
         and quarterly dividend and special dividend.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)  EXHIBITS

         99.1  News release dated January 28, 1999.

         99.2  Shareholder letter dated February 1, 1999.

                                       2

<PAGE>

                                    SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                       FIRST PLACE FINANCIAL CORPORATION
                                       ---------------------------------
                                                 (Registrant)


Date:  February 3, 1999                /s/ James D. Rose
     -------------------               -------------------------------------
                                       President and Chief Operating Officer

                                       3

<PAGE>

                                 NEWS RELEASE


DATE: January 28, 1999

CONTACT: James D. Rose, President

TELEPHONE: (505) 324-9542


                      FIRST PLACE FINANCIAL CORPORATION
                           REPORTS 1998 NET INCOME

FARMINGTON, NEW MEXICO -- Richard I. Ledbetter, chairman of the board and 
chief executive officer of First Place Financial Corporation (FPFC), today 
reported net income for 1998 of $8.2 million, compared to $9.1 million 
reported for the same period a year ago.

The year-to-date decrease of $933,000 in net income for the year ended 
December 31, 1998 compared to the year-to-date net income for 1997 was 
primarily due to increases in operating expenses.  Other expenses  for 1998 
were up 9 % from the like period a year ago. This increase  was primarily in 
data processing expenses and was mainly due to technical enhancements.  
Salaries and benefits also increased due to normal salary increases and a 
higher level of full-time equivalent employees. Employees were added to 
support expansion, and included staff hired for Capital Bank, a de novo bank 
located in Albuquerque, which opened in October, 1998.   The increases  in 
other expenses were offset somewhat by an increase in net interest income, a 
decrease in the provision for loan losses and a decrease in the effective tax 
rate from 24% in 1997 to 21% in 1998.

At December 31, 1998 FPFC had $902 million in total assets, an increase of $4 
million  over December 31, 1997 total assets of $898 million.   Total loans 
at December 31,1998 were $430 million, a decrease of $62 million from the 
$492 million reported at December 31, 1997. A significant part of the 
decrease in loans was attributable to borrowers obtaining alternative 
long-term financing. In addition, the company had some early loan payoffs 
due to corporate acquisitions. 

Total stockholders' equity at December 31,1998 increased $5 million during 
1998 to $77 million.

The board of directors of FPFC declared a quarterly dividend of $.37 per 
share and a special dividend of $.37 per share payable February 1, 1999 to 
shareholders of record as of December 16, 1998.

FPFC, the largest bank holding company headquartered in New Mexico, owns 
First National Bank of Farmington, Western Bank, Gallup, Capital Bank, 
Albuquerque and Burns National Bank of Durango, Colorado. FPFC stock  is 
quoted on the nasdaq bulletin board under the symbol FPLF.

<PAGE>

         FIRST PLACE
[LOGO]   FINANCIAL
         CORPORATION


                                                           February 1, 1999


Dear Shareholder:

    We are pleased to announce that at their November 30, 1998 meeting, the 
Board of Directors declared a regular quarterly dividend of $.37 per share 
and a special dividend of $.37 per share. Both dividends were declared to 
shareholders of record as of December 16, 1998 and are payable February 1, 
1999. Total dividends declared per share for the year were $1.85 compared to 
$1.79 last year, an increase of $.06, or 3.35 percent.

    Although total assets at December 31, 1998 were up $4,000,000, or .5 
percent, over year-end 1997, total loans were down by $62,000,000, or 12.7 
percent. The decrease in total loans was primarily the result of commercial 
real estate borrowers obtaining alternative long-term financing and from 
early payoffs due to our customers' businesses being acquired by other 
entities.

    Net income for 1998 was $8,161,000, a decrease of $933,000, or 10.3 
percent, from 1997. The primary cause of this decrease was a $1,923,000 
increase in other expenses. Salaries and employee benefits were up $808,000 
and other operating expenses were $1,178,000 higher than last year.

    Total stockholders' equity at December 31, 1998 was $77,046,000 compared 
to $71,831,000 at year-end 1997. Aggregate cash dividends declared for 1998 
were $4,004,000 compared to $3,843,000 for 1997.

    While the earnings performance for 1998 was disappointing, there were 
some very positive accomplishments during 1998, which should bode well for 
our future. With the opening of Capital Bank, we have entered the largest and 
most robust market in New Mexico. Overall asset quality has improved and 
continues to improve, and recent steps to decrease the cost of funds are 
paying off.

    Thank you for your continued support.

/s/ Richard I. Ledbetter                    /s/ James D. Rose
Richard I. Ledbetter                        James D. Rose
Chairman of the Board and                   President and
Chief Executive Officer                     Chief Operating Officer



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