<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)
January 12, 2000
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 announcing the approval by shareholders of First Place
Financial of the sale of the Company to Wells Fargo & Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
99.1 News release dated January 12, 2000.
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: January 13, 2000 /s/ James D. Rose
-------------------- -------------------------------------
President and Chief Operating Officer
3
<PAGE>
[LOGO]
NEWS RELEASE
DATE: January 12, 2000
CONTACT: James D. Rose, President
TELEPHONE: (505) 324-9542
FIRST PLACE FINANCIAL CORPORATION
FARMINGTON, NEW MEXICO -- Richard I. Ledbetter, chairman of the board and chief
executive officer of First Place Financial Corporation, has announced that at a
Special Meeting of Shareholders, held January 11, 2000 in Farmington, New
Mexico, shareholders of First Place overwhelmingly approved the sale of the
company to Wells Fargo & Company. Of the 1,956,687 votes cast, 1,635,236, or
83.57 percent, voted in favor of the transaction. The deal is expected to close
before the end of January.
Under the terms of the agreement with Wells Fargo, First Place shareholders will
receive 4,600,000 shares of Wells Fargo stock, or approximately two shares of
Wells Fargo for each share of First Place. Based on the closing price of Wells
Fargo stock on January 11, 2000, the deal has a total market value of
approximately $171,350,000.
First Place is the largest bank holding company headquartered in New Mexico and
owns the First National Bank of Farmington, Capital Bank, Albuquerque, Western
Bank, Gallup, and Burns National Bank of Durango, Colorado. Jim Rose, president
of First Place, reported that as part of the transaction, Burns National Bank of
Durango and Western Bank, Gallup are being sold to Pinnacle Bancorporation of
Aurora, Nebraska. The sale of the two banks was necessary to resolve potential
market concentration issues. Wells Fargo currently operates banks in each of
these markets.
According to Rose, the actual merger of First National Bank and Capital Bank
into Wells Fargo Bank New Mexico is scheduled for mid-March. At that time, the
names of the two banks will change to Wells Fargo.
"The sale of our company was a very difficult and emotional decision," said
Ledbetter, "and our board of directors should be commended for being able to
focus on the long-term merits of the transaction rather than the emotional
issues. There simply isn't a better company to partner with than Wells Fargo. We
are really excited about what this means for our customers - there won't be a
financial need that they might have that we will not be able to provide."
