SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant
to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to
Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. )*
First Place Financial Corp.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
33610T-10-9
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(CUSIP Number)
Jeffrey L. Francis
President and Chief Financial Officer
FFY Financial Corp.
724 Boardman-Poland Road
Youngstown, Ohio 44512
(330) 726-3396
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 23, 2000
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 33610T-10-9 13D Page 2 of 15 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FFY Financial Corp.
I.R.S. Identification No. 34-1735753
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
Not applicable
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
Not applicable.
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 2,158,602(1)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,158,602(1)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
_____________________
(1) The Reporting Person disclaims beneficial ownership of these shares pursuant
to Rule 13d-4 under the Exchange Act. See Item 5 of this Schedule 13D.
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CUSIP No. 33610T-10-9 13D Page 3 of 15 Pages
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,158,602(2)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
Not applicable
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO, HC
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $.01 per share
(the "First Place Common Stock"), of First Place Financial Corp. ("First
Place"), a corporation organized and existing under the laws of the State of
Delaware and registered as a savings and loan holding company under the Home
Owners' Loan Act, as amended (the "HOLA"). First Place is the holding company
for First Federal Savings and Loan Association of Warren ("First Federal"), a
federally-chartered stock savings and loan association. The principal offices of
First Place are located at 185 East Market Street, Warren, Ohio 44482.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f) This Schedule 13D is filed by FFY Financial Corp. ("FFY"),
a corporation organized and existing under the laws of the State of Delaware and
registered as a unitary savings and loan holding company under the HOLA. FFY is
the holding company for FFY Bank, a federally-chartered stock savings bank.
FFY's principal offices are located at 724 Boardman-Poland Road, Youngstown,
Ohio 44512.
The names of the directors and executive officers of FFY and their
respective business addresses, present principal occupations or employment, as
well as the names, principal businesses and addresses of any corporations or
other organizations in which such employment is conducted,
------------------
(2) The Reporting Person disclaims beneficial ownership of these shares pursuant
to Rule 13d-4 under the Exchange Act. See Item 5 of this Schedule 13D.
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CUSIP No. 33610T-10-9 13D Page 4 of 15 Pages
are set forth on EXHIBIT 1 hereto, which EXHIBIT 1 is specifically incorporated
herein by reference. Each executive officer and each director of FFY is a
citizen of the United States.
(d)-(e) During the last five years, neither FFY nor, to the best of FFY's
knowledge, any of its executive officers or directors has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which FFY or such person was or is
subject to a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws, or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a Stock Option Agreement, dated as of May 23, 2000, between
First Place, as issuer, and FFY, as grantee (the "First Place Option
Agreement"), First Place has granted FFY an irrevocable option to purchase the
shares of First Place Common Stock covered by this Schedule 13D under certain
circumstances (the "First Place Option"). Specifically, the First Place Option
grants FFY the right to purchase up to an aggregate of 2,158,602 shares of First
Place Common Stock (the "First Place Option Shares") (which represents 19.9% of
the number of shares outstanding on May 23, 2000, without giving effect to the
issuance of any shares pursuant to an exercise of the First Place Option),
subject to certain adjustments, at a price, subject to certain adjustments, of
$9.75 per share. The First Place Option was granted by First Place as a
condition of and in consideration for FFY entering into an Agreement and Plan of
Merger, dated as of May 23, 2000, between FFY and First Place (the "Merger
Agreement").
The exercise of the First Place Option for the full number of First Place
Option Shares currently covered thereby would require aggregate funds of
approximately $21.0 million. It is anticipated that, should the First Place
Option become exercisable and should FFY elect to exercise the First Place
Option, FFY would obtain the funds for purchase from working capital.
A copy of the First Place Option Agreement is included as Exhibit 2.3 to
the Current Report on Form 8-K filed by FFY with the Securities and Exchange
Commission (the "SEC") on May 24, 2000 and is incorporated herein by reference
in its entirety.
ITEM 4. PURPOSE OF TRANSACTION.
On May 23, 2000, FFY and First Place entered into the Merger Agreement,
pursuant to which FFY will, subject to the conditions and upon the terms stated
therein, merge with and into First Place (the "Merger"). First Place and FFY
also entered into a Stock Option Agreement, dated as of May 23, 2000, between
FFY, as issuer and First Place, as grantee (the "FFY Option Agreement," and
together with the First Place Option Agreement, the "Option Agreements"),
pursuant to which FFY granted to First Place an irrevocable option to purchase
shares of FFY common stock, $.01 par value per share (the "FFY Common Stock"),
under certain circumstances (the "FFY Option," and together with the First Place
Option, the "Options"). Specifically, the FFY Option grants First Place an
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CUSIP No. 33610T-10-9 13D Page 5 of 15 Pages
irrevocable option to purchase up to an aggregate of 1,348,921 shares of FFY
Common Stock (the "FFY Option Shares") (which represents 19.9% of the number of
shares of FFY Common Stock outstanding on May 23, 2000, without giving effect to
the issuance of any shares pursuant to an exercise of the FFY Option), subject
to certain adjustments, at a price, subject to certain adjustments, of $10.00
per share. The FFY Option was granted by FFY as a condition of and in
consideration for First Place entering into the Merger Agreement.
The Merger Agreement provides, among other things, that as a result of the
Merger each share of FFY Common Stock issued and outstanding immediately prior
to the effective time of the Merger (the "Effective Time") (other than certain
shares) will be converted into and exchangeable for the right to receive 1.075
shares of First Place Common Stock (the "Exchange Ratio").
The Merger is subject to customary closing conditions, including, among
other things, adoption of the Merger Agreement by the respective shareholders of
FFY and First Place and the receipt of all required regulatory approvals of the
Merger and the contemplated subsidiary merger of FFY Bank with and into First
Federal. In addition, the Merger is conditioned upon the effectiveness of a
registration statement to be filed by First Place with the SEC with respect to
the shares of First Place Common Stock to be issued in the Merger and the
approval for listing of such shares on the Nasdaq Stock Market's National
Market, as well as other customary conditions. None of the foregoing approvals
has yet been obtained, and there is no assurance as to if or when such approvals
will be obtained.
Concurrently with entering into the Merger Agreement, FFY and First Place
entered into the First Place Option Agreement, pursuant to which First Place
granted to FFY the First Place Option.
Under the First Place Option Agreement, the First Place Option will become
exercisable (so long as FFY is not in material breach of any of its
representations, warranties, covenants or other agreements contained in the
Merger Agreement under circumstances that would entitle First Place to terminate
the Merger Agreement) upon the occurrence of both an Initial Triggering Event
(as defined in the First Place Option Agreement) and a Subsequent Triggering
Event (as defined in the First Place Option Agreement) prior to the occurrence
of an Exercise Termination Event (as defined in the First Place Option
Agreement).
An "Initial Triggering Event" means any of the following events or
transactions occurring on or after the date of the Merger Agreement:
(i) First Place or any of its Significant Subsidiaries (as defined in
Rule 1-02 of Regulation S-X promulgated by the SEC (the "First Place
Subsidiaries"), without having received FFY's prior written consent, shall
have entered into an agreement to engage in an Acquisition Transaction (as
hereinafter defined) with any person (the term "person" for purposes of
this First Place Option Agreement having the meaning assigned thereto in
Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations thereunder)
other than FFY or any of its Subsidiaries (each an "FFY Subsidiary") or the
Board of Directors of First Place (the "First
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CUSIP No. 33610T-10-9 13D Page 6 of 15 Pages
Place Board") shall have recommended that the stockholders of First Place
approve or accept any Acquisition Transaction other than as contemplated by
the Merger Agreement. For purposes of the First Place Option Agreement, (a)
"Acquisition Transaction" shall mean (x) a merger or consolidation, or any
similar transaction, involving First Place or any First Place Subsidiary
(other than mergers, consolidations or similar transactions involving
solely First Place and/or one or more wholly-owned Subsidiaries of First
Place, provided, any such transaction is not entered into in violation of
the terms of the Merger Agreement), (y) a purchase, lease or other
acquisition of all or any substantial part of the assets or deposits of
First Place or any First Place Subsidiary, or (z) a purchase or other
acquisition (including by way of merger, consolidation, share exchange or
otherwise) of securities representing 10% or more of the voting power of
First Place or any First Place Subsidiary and (b) "Subsidiary" shall have
the meaning set forth in Rule 12b-2 under the Exchange Act;
(ii) Any person other than the FFY or any FFY Subsidiary, alone or
together with such person's affiliates and associates (as such terms are
defined in Rule 12b-2 under the Exchange Act) shall have acquired
beneficial ownership or the right to acquire beneficial ownership of 10% or
more of the outstanding shares of First Place Common Stock (the term
"beneficial ownership" for purposes of this First Place Option Agreement
having the meaning assigned thereto in Section 13(d) of the Exchange Act,
and the rules and regulations thereunder);
(iii) The stockholders of First Place shall have voted and failed to
adopt the Merger Agreement at a meeting which has been held for that
purpose or any adjournment or postponement thereof, or such meeting shall
not have been held in violation of the Merger Agreement or shall have been
canceled prior to termination of the Merger Agreement if, prior to such
meeting (or if such meeting shall not have been held or shall have been
canceled, prior to such termination), it shall have been publicly announced
that any person (other than FFY or any of its Subsidiaries) shall have
made, or disclosed an intention to make, a proposal to engage in an
Acquisition Transaction;
(iv) The First Place Board shall have withdrawn, modified or qualified
(or publicly announced its intention to withdraw, modify or qualify) in any
manner adverse in any respect to FFY its recommendation that the
stockholders of First Place adopt the Merger Agreement, or First Place or
any First Place Subsidiary shall have authorized, recommended, proposed (or
publicly announced its intention to authorize, recommend or propose) an
agreement to engage in an Acquisition Transaction with any person other
than FFY or an FFY Subsidiary;
(v) Any person other than FFY or any FFY Subsidiary shall have filed
with the SEC a registration statement or tender offer materials with
respect to a potential exchange or tender offer that would constitute an
Acquisition Transaction (or filed a preliminary proxy statement with the
SEC with respect to a potential vote by its stockholders to approve the
issuance of shares to be offered in such an exchange offer);
(vi) First Place shall have willfully breached any covenant or
obligation contained in the Merger Agreement after an overture is made by a
third party to First Place or its
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CUSIP No. 33610T-10-9 13D Page 7 of 15 Pages
stockholders to engage in an Acquisition Transaction, and (a) following
such breach FFY would be entitled to terminate the Merger Agreement
(whether immediately or after the giving of notice or passage of time or
both) and (b) such breach shall not have been cured prior to the Notice
Date (as defined in Section 2(e) of the First Place Option Agreement); or
(vii) Any person other than FFY or any FFY Subsidiary, without FFY's
prior written consent, shall have filed an application or notice with the
Board of Governors of the Federal Reserve System (the "Federal Reserve
Board"), the Office of Thrift Supervision (the "OTS") or other federal or
state bank regulatory or antitrust authority, which application or notice
has been accepted for processing, for approval to engage in an Acquisition
Transaction.
A "Subsequent Triggering Event" means any of the following events or
transactions occurring after the date of the Merger Agreement:
(i) The acquisition by any person (other than FFY or any FFY
Subsidiary) of beneficial ownership of 25% or more of the then outstanding
shares of First Place Common Stock; or
(ii) The occurrence of the Initial Triggering Event described in clause
(i) as set forth above under the definition of "Initial Triggering Event"
except that the percentage referred to in clause (z) shall be 25%.
Under the First Place Option Agreement, at any time after the first
occurrence of a Repurchase Event (as defined in the First Place Option
Agreement) and prior to an Exercise Termination Event, FFY may request First
Place to repurchase the First Place Option and any First Place Option Shares
purchased pursuant thereto at an aggregate price specified in the First Place
Option Agreement, provided that the obligation of First Place to repurchase the
First Place Option and any First Place Option Shares under the First Place
Option Agreement shall not terminate upon the occurrence of an Exercise
Termination Event unless no Subsequent Triggering Event shall have occurred
prior to the occurrence of an Exercise Termination Event.
Each of the following is an "Exercise Termination Event" for purposes of
the First Place Option Agreement: (i) the Effective Time (as defined in the
Merger Agreement) of the Merger; (ii) termination of the Merger Agreement in
accordance with the provisions thereof if such termination occurs prior to the
occurrence of an Initial Triggering Event except a termination by FFY pursuant
to Sections 8.1(e) or 8.1(f) of the Merger Agreement (unless the breach by First
Place giving rise to such right of termination is non-volitional) (a "Listed
Termination"); or (iii) the passage of eighteen (18) months (or such longer
period as provided in Section 10) after termination of the Merger Agreement if
such termination follows the occurrence of an Initial Triggering Event or is a
Listed Termination. The term "Holder" shall mean the holder or holders of the
First Place Option. Notwithstanding anything to the contrary contained herein,
the First Place Option may not be exercised at any time when FFY is in material
breach of any of its covenants or agreements contained in the Merger Agreement
such that First Place shall be entitled to terminate the Merger Agreement
pursuant to Sections 8.1(e) or 8.1(f) thereof.
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CUSIP No. 33610T-10-9 13D Page 8 of 15 Pages
The First Place Option Agreement provides that in the event First Place
enters into certain transactions with third parties, FFY will have the right to
substitute for the First Place Option a substitute option (the "Substitute
Option") of either (x) the Acquiring Corporation (as hereinafter defined) or (y)
any person that controls the Acquiring Corporation. "Acquiring Corporation"
means (i) the continuing or surviving person of a consolidation or merger with
First Place (if other than First Place), (ii) the acquiring person in a plan of
exchange in which First Place is acquired, (iii) First Place in a merger or plan
of exchange in which First Place is the continuing or surviving or acquiring
person and (iv) the transferee of all or a substantial part of First Place's
assets or deposits (or the assets or deposits of any First Place Subsidiary). In
such case, the Substitute Option will have the same or, if not so permitted by
law, as similar as possible terms as the First Place Option, with the number of
shares covered by the Substitute Option and the exercise price therefor
determined as specified in the First Place Option Agreement.
FFY may, at any time following a Repurchase Event and prior to the
occurrence of an Exercise Termination Event (or such later period as provided in
Section 10 of the First Place Option Agreement), relinquish the First Place
Option (together with any First Place Option Shares issued to and then owned by
FFY to First Place in exchange for a cash fee equal to $3.5 million (i) plus, if
applicable, FFY's purchase price with respect to any First Place Option Shares
and (ii) minus, if applicable, the excess of (A) the net price, if any, received
by FFY or any FFY Subsidiary pursuant to the sale of First Place Option Shares
(or any other securities into which such First Place Option Shares were
converted or exchanged) to any unaffiliated party, over (B) FFY's purchase price
of such First Place Option Shares.
Except as set forth herein or in the Exhibits hereto, FFY does not have any
current plans or proposals that relate to or would result in:
(A) The acquisition by any person of additional shares of First Place
Common Stock or the disposition of shares of First Place Common Stock;
(B) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving First Place or any of its
subsidiaries;
(C) A sale or transfer of a material amount of assets of First Place or any
of its subsidiaries;
(D) Any change in the present Board of Directors or management of First
Place, including any plans or proposals to change the number or terms
of directors or to fill any existing vacancies on the board;
(E) Any material change in the present capitalization or dividend policy of
First Place;
(F) Any other material change in First Place's business or corporate
structure;
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CUSIP No. 33610T-10-9 13D Page 9 of 15 Pages
(G) Any changes in First Place's Certificate of Incorporation, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of First Place by any person;
(H) Causing a class of securities of First Place to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(I) A class of equity securities of First Place becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(J) Any action similar to any of those enumerated above.
The foregoing descriptions of the Merger Agreement and the First Place
Option Agreement are qualified in their entirety by reference to such documents,
copies of which are included as Exhibits 2.1 and 2.3, respectively, to the
Current Report on Form 8-K filed by FFY on May 24, 2000 and are incorporated
herein by reference in their entirety.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a)-(b) By reason of its execution of the First Place Option Agreement,
pursuant to Rule 13d-3(d)(1)(i)(D) promulgated under the Exchange Act, FFY may
be deemed to have sole voting and sole dispositive power with respect to the
First Place Common Stock subject to the First Place Option and, accordingly, may
be deemed to beneficially own 2,158,602 shares of First Place Common Stock, or
19.9% of the First Place Common Stock issued and outstanding as of May 23, 2000,
without giving effect to the issuance of any shares pursuant to an exercise of
the First Place Option. However, because the First Place Option is exercisable
only under the circumstances set forth in Item 4 of this Schedule 13D, none of
which has occurred as of the date hereof, FFY expressly disclaims any beneficial
ownership of the 2,158,602 shares of First Place Common Stock which are
obtainable by FFY upon exercise of the First Place Option.
Except as set forth below, neither FFY nor, to the best of FFY's knowledge,
any of the individuals named in EXHIBIT 1 hereto, is the direct beneficial owner
of any First Place Common Stock other than pursuant to the First Place Option.
FFY 60,000 shares
A. Gary Bitonte 1,000 shares
J. Craig Carr 8,853 shares
Marie Izzo Cartwright 7,530 shares
W. Terry Patrick 2,995 shares
Randy Shaffer 21,385 shares
(c) Except as set forth above, no transactions in First Place Common Stock
were effected during the past 60 days by FFY or, to the best of FFY's knowledge,
by any of the individuals named in EXHIBIT 1 hereto.
(d) So long as FFY has not purchased the shares of First Place Common Stock
subject to the First Place Option, FFY does not have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
any shares of First Place Common Stock.
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CUSIP No. 33610T-10-9 13D Page 10 of 15 Pages
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Concurrently with the entering into of the First Place Option Agreement,
First Place and FFY entered into the FFY Option Agreement. See Item 4 above.
With the exception of the number of shares subject to the option and the price
at which the option may be exercised, the terms of the FFY Option Agreement are
substantially identical in all respects to those of the First Place Option
Agreement.
The foregoing description of the FFY Option Agreement is qualified in its
entirety by reference to the copy of the FFY Option Agreement, which is filed as
Exhibit 2.2 to the Current Report on Form 8-K filed by FFY on May 24, 2000 and
incorporated herein by reference.
As described above, the Merger Agreement contains certain customary
restrictions on the conduct of the business of both FFY and First Place,
including certain customary restrictions relating to the FFY Common Stock and
the First Place Common Stock. Except as provided in the Merger Agreement and the
Option Agreements, neither FFY nor, to the best of FFY's knowledge, any of the
individuals named in EXHIBIT 1 hereto, has any contracts, arrangements,
understandings, or relationships (legal or otherwise), with any person with
respect to any securities of First Place, including, but not limited to,
transfer or voting of any securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or losses or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed as part of this Schedule 13D:
Exhibit 1 Name, business address and present principal occupation of each
director and executive officer of FFY Financial Corp.
Exhibit 2 Agreement and Plan of Merger, dated as of May 23, 2000, between
FFY Financial Corp. and First Place Financial Corp.
(incorporated by reference to Exhibit 2.1 to FFY Financial
Corp.'s Current Report on Form 8-K filed on May 24, 2000).
Exhibit 3 Stock Option Agreement, dated as of May 23, 2000, between FFY
Financial Corp., as grantee, and First Place Financial Corp., as
issuer (incorporated by reference to Exhibit 2.3 to FFY
Financial Corp.'s Current Report on Form 8-K filed on May 24,
2000).
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CUSIP No. 33610T-10-9 13D Page 11 of 15 Pages
Exhibit 4 Stock Option Agreement, dated as of May 23, 2000, between First
Place Financial Corp., as grantee, and FFY Financial Corp., as
issuer (incorporated by reference to Exhibit 2.2 to FFY
Financial Corp.'s Current Report on Form 8-K filed on May 24,
2000).
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CUSIP No. 33610T-10-9 13D Page 12 of 15 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
FFY FINANCIAL CORP.
By: /s/ Jeffrey L. Francis
---------------------------------
Jeffrey L. Francis
President and Chief Executive Officer
June 5, 2000
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CUSIP No. 33610T-10-9 13D Page 13 of 15 Pages
EXHIBIT INDEX
Exhibit 1 Name, business address and present principal occupation of each
director and executive officer of FFY Financial Corp.
Exhibit 2 Agreement and Plan of Merger, dated as of May 23, 2000, between
FFY Financial Corp. and First Place Financial Corp.
(incorporated by reference to Exhibit 2.1 to FFY Financial
Corp.'s Current Report on Form 8-K filed on May 24, 2000).
Exhibit 3 Stock Option Agreement, dated as of May 23, 2000, between FFY
Financial Corp., as grantee, and First Place Financial Corp., as
issuer (incorporated by reference to Exhibit 2.3 to FFY
Financial Corp.'s Current Report on Form 8-K filed on May 24,
2000).
Exhibit 4 Stock Option Agreement, dated as of May 23, 2000, between First
Place Financial Corp., as grantee, and FFY Financial Corp., as
issuer (incorporated by reference to Exhibit 2.2 to FFY
Financial Corp.'s Current Report on Form 8-K filed on May 24,
2000).
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CUSIP No. 33610T-10-9 13D Page 14 of 15 Pages
EXHIBIT 1
DIRECTORS AND EXECUTIVE OFFICERS OF FFY FINANCIAL CORP.
The names of the directors and executive officers of FFY Financial Corp.
("FFY") and their respective business addresses, present principal occupations
or employment, as well as the names, principal businesses and addresses of any
corporations or other organizations in which such employment is conducted, are
set forth below. The business address of each director and executive officer of
FFY is c/o FFY Financial Corp., 724 Boardman-Poland Road, Youngstown, Ohio
44512.
I. DIRECTORS
NAME PRESENT PRINCIPAL OCCUPATION
Jeffrey L. Francis President and Chief Executive Officer of FFY
Randy Shaffer Vice President of FFY
A. Gary Bitonte, M.D. Medical Consultant/Private Investments
241 N. Bayshore Dr.
Columbiana, OH 44408
Marie Izzo Cartwright Vice President Corporate Communications & Marketing
Glimcher Properties Limited Partnership
20 S. Third Street
Columbus, OH 43215
W. Terry Patrick Partner, Friedman & Rummell Attorneys at Law
City Centre One, Suite 300
100 Federal Plaza
Youngstown, OH 44503
Samuel A. Roth FirstEnergy Facilities Services Group
395 Ghent Road
Fairlawn, OH 44333
William A. Russell President, Canteen Service of Steel Valley, Inc.
8408 South Avenue
Youngstown, OH 44514-3698
Ronald P. Volpe, Ph.D. Professor of Finance Williamson College of Business
Administration Youngstown State University
Youngstown, OH 44555
Robert L. Wagmiller Partner/Principal of Hill, Barth & King, Inc.
514 City Centre One
Youngstown, OH 44503
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CUSIP No. 33610T-10-9 13D Page 15 of 15 Pages
II. EXECUTIVE OFFICERS
NAME PRESENT PRINCIPAL OCCUPATION
Jeffrey L. Francis President and Chief Executive Officer of FFY
Therese Ann Liutkus, CPA Treasurer and Chief Financial Officer of FFY
Randy Shaffer Vice President of FFY
J. Craig Carr Vice President, General Counsel and Secretary of FFY
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