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Filed by: First Bancorp
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: First Savings
Commission File No. 0-15572
THE FOLLOWING IS A NEWSPAPER ADVERTISEMENT FIRST PUBLISHED ON MAY 15, 2000.
A message from the Board of Directors of First Savings Bancorp
First Savings Shareholders:
You've been told the merger with First Bancorp is a bad deal for you. That is,
flat-out, not true.
The merger with First Bancorp is a good deal for shareholders. It represents an
excellent opportunity to continue our leadership in the financial sector of
Moore County.
We believe that our shareholders will have a greater potential to experience
increased earnings per share
enhanced dividends per share
enhanced return on equity.
It's true our shareholders (including every member of our Board, which as a
group, owns a considerable number of shares) will give up, in the beginning,
some book value. But, sometimes you have to give to get. And this is one of
those times. Besides, in this case, book value per share after the merger is the
wrong thing upon which to focus. There are other, more valuable benefits to
shareholders than book value.
Benefits to First Savings shareholders, beyond book value, include:
1. First Savings shareholders are expected to receive an INCREASED DIVIDEND
equivalent to an annual dividend rate of $1.10 per share.
2. First Savings shareholders will receive 1.2468 shares of First Bancorp stock
for every share of First Savings stock they own.
3. To insure that the changes after the merger reflect the needs and wishes of
First Savings customers, the new board will include seven current First Savings
directors.
4. The new company will continue to have the entire First Savings employee and
management team in place, so customers will see very few changes in the way we
do business.
5. First Savings shareholders will own 49% of a banking company whose total
shareholder equity should exceed $100 million.
6. First Savings shareholders will become part of a banking company that is
expected to exceed $900 million in assets, with 11 full-service offices in Moore
County, 28 offices in other NC counties for a total of 39 banking offices in the
state.
7. The new bank is expected to have the largest market share in Moore County.
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8. There will be more shareholders, thus stock liquidity should be increased.
9. The merger will make First Savings shareholders part of a banking services
company that has all the modern products and services Moore County banking
customers want and need. (Services they are buying every day from other banks in
the county.)
The best, most prudent, safest way for us to grow into a modern banking
institution is to merge with First Bancorp. We urge you to join with our Board
of Directors and vote FOR the merger.
[Logo for First Savings Bank]
Questions? Call 910-692-6222
For Customers Who Are Also Shareholders
If you own stock in First Savings Bancorp, you will be asked to vote to approve
the proposed merger. Before you vote, a proxy statement/prospectus will be
mailed to shareholders. We urge you to read it carefully because it will contain
important information about the merger.
The proxy statement/prospectus will be included in a Registration Statement on
Form S-4 filed by First Bancorp with the Securities and Exchange Commission. You
may obtain a copy for free at the SECs web site (http://www.sec.gov). After it
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is printed, shareholders can obtain a free copy from our Corporate Secretary at
First Savings Bancorp, Inc., P. O. Box 1657, Southern Pines, North Carolina
28388-1657; telephone (910) 692-6222. Our officers and directors interests in
the Company (stock, contracts, etc.) are described in our September 24, 1999
proxy statement which is available for free from the Company or at the SEC web
site.
The proxy statement may be read and copied at the public reference facilities
maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the SECs Regional Offices located at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade
Center, Suite 1300, New York, New York 10048.
