FIRST PLACE FINANCIAL CORP
8-K, 1999-11-03
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)
                                October 27, 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 October 27, 1999, announcing third quarter 1999
         earnings and quarterly dividend.

         Shareholder letter dated November 1, 1999, announcing third quarter
         1999 earnings and quarterly dividend.



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c) EXHIBITS

         99.1     News release dated October 27, 1999.
         99.2     Shareholder letter dated November 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:  November 2, 1999                /s/ James D. Rose
      ---------------------               -------------------------------------
                                          James D. Rose
                                          President and Chief Operating Officer

                                       3

<PAGE>

                                  [LETTERHEAD]

                                  NEWS RELEASE



DATE:       October 27, 1999

CONTACT:    James D. Rose, President

TELEPHONE:  (505) 324-9542



                        FIRST PLACE FINANCIAL CORPORATION
                      REPORTS THIRD QUARTER 1999 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 of $2.6 million for the third quarter of 1999, an increase of
$335,000 compared to the $2.3 million reported for the third quarter of 1998.
Basic earnings per share were $1.17 for the third quarter of 1999 compared to
$1.04 for the third quarter of 1998. Year to date 1999 net income was $8.0
million, an increase of $1.8 million, or 29%, compared to the $6.2 million
reported for the same nine months of 1998. Basic earnings per share were
$3.67 for the nine months of 1999 compared to $2.87 for the same period in
1998.

Jim Rose, president and chief operating officer of FPFC, reported net income
before taxes increased $2,923,000 during the first nine months of 1999
compared to the same period a year ago primarily as the result of a
$1,904,000 decrease in the provision for loan losses. In addition to the
reduction in the provision for loan loss expense, FPFC recorded increases in
net interest income and other income in 1999 compared to the nine month and
third quarter periods a year ago. These positive income factors were offset
somewhat by increases in other operating expenses and the effective tax rates
for the third quarter and the first nine months of 1999 compared to the same
periods in 1998.

FPFC ended September 30, 1999 with $849 million in total assets, a decrease
of $61 million from September 30, 1998 total assets of $910 million and a
decrease of $53 million compared to the $902 million of total assets reported
at December 31, 1998. Total loans at September 30, 1999 were $435 million, an
increase of $4 million from the $431 million reported at September 30, 1998.
Total stockholders' equity at September 30, 1999 was $80 million, an increase
of $3 million during the last twelve months.

The board of directors of FPFC recently declared a quarterly dividend of $.37
per share payable November 1, 1999 to shareholders of record as of October 20,
1999.

<PAGE>

On August 4, 1999, First Place and Wells Fargo & Company announced that they
had entered into an agreement for Wells Fargo to acquire First Place and its
subsidiaries. In the acquisition, Wells Fargo will issue 4.6 million of its
shares in exchange for 100 percent of the outstanding shares of First Place.
The transaction, which is scheduled to be completed early in the first
quarter of 2000, is subject to the satisfaction of a number of conditions
including receipt of regulatory approvals and approval of the shareholders of
FPFC.

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


<PAGE>

Exhibit 99.2

                                  [LETTERHEAD]

                                             November 1, 1999



Dear Shareholder:

         At its August 26, 1999 meeting, the Board of Directors declared a
regular quarterly dividend of $.37 per share payable November 1, 1999 to
shareholders of record as of October 20, 1999.

         During the first nine months of 1999, the Company had net income of
$8,010,000, an increase of $1,809,000 compared to the first nine months of
1998. Net income before taxes increased $2,923,000 during this period,
primarily as the result of a $1,904,000 decrease in the provision for loan
losses.

         Total assets at September 30, 1999 were $849,490,000, a decrease of
$60,663,000 compared to total assets at September 30, 1998 of $910,153,000.
This decrease was primarily due to the $48,505,000 decrease in federal funds
sold. Loans increased $4,069,000 to $435,060,000 as of September 30, 1999
compared to loans of $430,991,000 at September 30, 1998.

         As you know, on August 4, 1999, First Place and Wells Fargo &
Company announced that they had entered into an agreement for Wells Fargo to
acquire First Place and its subsidiaries. In the acquisition, Wells Fargo
will issue 4.6 million of its shares in exchange for 100 percent of the
outstanding shares of First Place.

         Detailed information concerning the transaction should be mailed to
you prior to year-end and the special meeting for shareholders to consider
the merger should occur in early 2000. Current quotes on the stock prices can
be found under the ticker symbols FPLF for First Place and WFC for Wells
Fargo.

         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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