FIRST PLACE FINANCIAL CORP
8-K, 1999-11-17
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)
                                November 10, 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
                                                   -----------------

<PAGE>

ITEM 5.  OTHER EVENTS

         News release dated November 10, 1999, announcing definitive
         agreements signed by Pinnacle Bancorp, Inc. with First Place
         Financial Corporation (FPFC) to purchase two of FPFC's banks - Burns
         National Bank in Durango, Colorado and Western Bank in Gallup, New
         Mexico.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)  EXHIBITS

         99.1     News release dated November 10, 1999.




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<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:  November 15, 1999               /s/ James D. Rose
      ------------------               -------------------------------------
                                       President and Chief Operating Officer




                                        3

<PAGE>

                                   CONTACT:   Tom Goding
                                              Pinnacle Bancorp, Inc.
                                              (970) 206-1159

DATE: November 10, 1999

                                              James D. Rose, President
                                              First Place Financial Corp.
                                              (505) 324-9542

                                              Marilyn Taylor
                                              Wells Fargo
                                              (602) 378-4441


                 PINNACLE BANCORP POISED TO PURCHASE TWO BANKS;
     Definitive Agreements Involve First Place Locations in Durango, Gallup

CENTRAL CITY, Neb. - Pinnacle Bancorp, Inc. has signed definitive agreements
with First Place Financial Corp. to purchase two of its banks - Burns
National Bank in Durango, Colo., and Western Bank in Gallup, N. M. Wells
Fargo & Co., which is under agreement to acquire First Place, is also a party
to the agreements. The announcement was made today by Roy Dinsdale, chairman
of Pinnacle Bancorp, Inc., and Richard I. Ledbetter, First Place Financial
Corporation chairman of the board and CEO. "The sale of the two banks depends
on regulatory approval and completion of the acquisition of First Place by
Wells Fargo & Co.," Ledbetter said.

"Because Wells Fargo has offices in Durango and Gallup, the two banks will be
divested to avoid market share issues that could affect approval by the
Federal Reserve of the First Place/Wells Fargo transaction," explained John
Stumpf, executive vice president for Wells Fargo's Southwestern Banking
Group. Dinsdale said John Dowling, president of Western Bank in Gallup, will
remain in that position, as will Steve Parker, president of Burns National
Bank in Durango. Employees at each location also will be retained, Dinsdale
said.

Western Bank, established in 1974, is located at 307 West Aztec, Gallup, and
employs 34 people. Burns National, established in 1910, is at 1199 North
Main, Durango, and employs 60 people. "Western Bank and Burns National Bank
are a great fit for Pinnacle Bancorp," Dinsdale said."The banks of Pinnacle
share common goals - that of being committed to our customers and serving the
needs of our local communities. We look forward to bringing our brand of
community-oriented customer service to the people and businesses of Durango
and Gallup."

First Place Financial Corp., which has total assets of $850 million and is
the largest bank holding company headquartered in New Mexico, owns First
National Bank of Farmington, N.M., Burns National Bank, Durango; Western
Bank, Gallup; and Capital Bank, Albuquerque.

Pinnacle Bancorp, Inc., with assets of more than $2.2 billion, operates
banking facilities in 44 markets throughout Colorado, Nebraska, Wyoming and
Kansas.

Wells Fargo & Co., is a $207 billion diversified financial services company
providing banking, investments, insurance, mortgage and consumer finance from
almost 6,000 stores, the industry's leading Internet bank ( HYPERLINK
http://www.wellsfargo.com www.wellsfargo.com) and other distribution
channels across North America.


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