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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
FIRST SAVINGS BANK
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
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Notes:
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Newspaper Advertisement first published by First Savings
Bancorp, Inc. on May 17, 2000
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Why are the Directors of First Savings
recommending the merger
with First Bancorp if it means
shareholders are losing book value?
Because, it is the
very best, right thing to do.
It's the right thing to do because there is a lot more to shareholder value
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than just "book value". Actually, we think this is a classic case of giving up
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something for the short term to achieve a better, long term gain. On a pro-
forma historical basis, while our shareholders give up some book value, earnings
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per share are increased. We believe, after all is said and done, earnings are
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the real key to shareholder value.
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Since 1922, we've prospered because we put our customers first. Since our
conversion to a public company in 1994, we've built a widely acknowledged track
record of rewarding our shareholders.
Now, after a thorough and complete investigation, we find that the best way
to continue our tradition of building value for shareholders and customers is to
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combine resources with First Bancorp, even if it means an up-front loss of book
value.
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With First Bancorp, we believe shareholders
have a greater potential to experience:
1. increased earnings per share
2. enhanced dividends per share
3. enhanced return on equity
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Of course, there are other benefits, beyond book value, to shareholders.
They include:
1. First Savings shareholders are expected to receive an INCREASED DIVIDEND
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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 with assets
that are expected to exceed $900 million. The company expects to operate 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.
8. There will be more shareholders, thus stock liquidity should be increased.
9. The merger will make First Savings shareholders part of a banking company
that has 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.
QUESTIONS? Call 910-692-6222
[LOGO]
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 SEC's web site (http://www.sec.gov).
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After it 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 SEC's 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.
