SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
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 (S) 240.14a-11(c) or (S) 240.14a-12
First Coastal Corporation.
--------------------------
(Name of Registrant as Specified In Its Charter)
(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:
2) Aggregate number of securities to which transaction applies:
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):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] 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
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------------
3) Filing Party:
----------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
[FIRST COASTAL CORPORATION LOGO APPEARS HERE]
NEWS RELEASE
CONTACT:
May 9, 2001 Gregory T. Caswell
President and Chief Executive Officer
Dennis D. Byrd
Vice President and Treasurer
(207) 774-5000
FOR IMMEDIATE RELEASE
NASDAQ:FCME WEBSITE: www.firstcoastal.com
FIRST COASTAL REPORTS 1st QUARTER FINANCIAL RESULTS
PORTLAND, MAINE---First Coastal Corporation ("First Coastal" or the
"Company"), the parent company of Coastal Bank (the "Bank"), announced today net
income of $257,000 ($.21 diluted earnings per share) for the three months ended
March 31, 2001 as compared to $319,000 ($.24 diluted earnings per share) for the
same respective period in 2000. Net income for the quarter ended March 31, 2001
was positively affected by net securities gains after tax totaling $161,000 as
compared to no securities gains for the same period in 2000. Net income for the
three months ended March 31, 2001 includes legal and professional fees after tax
of $91,000 associated with the pending merger with Norway Bancorp. In addition,
net income for the quarter ended March 31, 2001 was impacted by additional
salary and occupancy expenses associated with the opening of the new Portland
main office in June 2000 and Falmouth branch in November 2000.
On April 2, 2001, the Company announced that it had entered into a
definitive agreement for Norway Bancorp, the mutual holding parent company of
Norway Savings Bank, to acquire First Coastal in a cash acquisition of $21.00
for each outstanding share of First Coastal stock. The transaction, which is
expected to close in the third quarter of 2001 pending shareholder and
regulatory approval, is valued at approximately $27 million. Under the terms of
the agreement, the two banks will be merged, creating the fourth largest Maine-
based bank, with approximately $580 million in combined assets and 18 offices in
southern and western Maine.
Loan balances increased $11.5 million (8.7%) during the quarter ended
March 31, 2001, from $131.6 million at December 31, 2000 to $143.1 million at
March 31, 2001. $5.6 million of this increase was attributable to the purchase
of student loans in January 2001. Deposit balances increased $5.9 million during
the quarter ended March 31, 2001, primarily as a result of growth related to the
Bank's new Falmouth branch and Portland main office, and the roll-out of two new
retail programs. Secured borrowings, consisting entirely of corporate repurchase
agreements, declined $4.1 million during the three months ended March 31, 2001.
The book value per share of common stock outstanding increased during the
quarter, from $15.10 at December 31, 2000, to $15.70 at March 31, 2001, as a
result of a combination of increased retained earnings, an increase in the
amount of
unrealized gains associated with the Bank's investment securities, and as a
result of the impact of the Company's stock repurchase program.
The Company's net interest income before provision for loan losses
increased $66,000 for the three months ended March 31, 2001 as compared to the
same period in 2000. Additionally, other (non-interest) expenses increased
$496,000 for the three months ended March 31, 2001 as compared to the same
respective period in 2000. This increase was primarily due to $140,000 in costs
related to the pending merger with Norway Bancorp, and increases of $157,000 and
$109,000 in salary and benefits and occupancy costs, respectively, primarily
associated with the Bank's new main office and Falmouth branch.
The level of nonperforming assets equaled $2.0 million (or 0.9% of total
assets) at March 31, 2001. Included in nonperforming assets is $633,000 in past
due student loans, which carry a minimum of a 98% guarantee of the federal
government. The Company did not recognize any provision for loan loss expense
during the quarters ended March 31, 2001 and 2000.
First Coastal Corporation is a Portland, Maine-based $223 million bank
holding company with Coastal Bank, an FDIC insured, Maine state-chartered bank
as its sole operating subsidiary. Coastal Bank currently has eight banking
offices located in Brunswick (2), Falmouth, Freeport, Portland (2), Saco and
Topsham.
Certain matters discussed in this press release contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Certain, but not necessarily all, of such forward-looking statements can
be identified by the use of forward-looking terminology, such as "believes,"
"expects," "may," "will," "should," "estimates," or "anticipates" or the
negative thereof or other variations thereof or comparable terminology. All
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual transactions, results, performance or
achievements of the Company to be materially different from those expressed or
implied by such forward-looking statements. Although the Company has made such
statements based on assumptions which it believes to be reasonable, there can be
no assurance that the actual transactions, results, performance or achievements
will not differ materially from the Company's expectations. For example, there
are a number of important factors with respect to such forward-looking
statements that could materially and adversely affect the future results
associated with forward-looking statements, such as (i) the impact of changes in
market rates of interest, economic conditions, or competitive factors on the
Company's deposit products and loan demand and asset quality; (ii) the
possibility that certain transactions, such as the pending merger with Norway
Bancorp, the opening of new branches, the introduction of new banking products
or other planned or contemplated events, may not occur or may not be initiated
with the degree of success contemplated; (iii) the possibility that operating
expenses may be higher than anticipated; (iv) the effect that changes in the
general economic and competitive conditions in markets in which the Company
operates could have on the Company's financial performance and condition; (v)
the Company's ability to control its provision for loan losses, and to achieve
its goals with respect to net interest rate spread and margin; (vi) the level of
demand for new and existing products; and (vii) legislative and regulatory
changes, changes in tax policies, rates and regulations and changes in
accounting principles, policies or guidelines. Should one or more of these
risks or other uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described in the
forward-looking statements. The Company does not intend to update forward-
looking statements. Investors are also directed to other information related to
the Company in documents filed by the Company with the Securities and Exchange
Commission.
In connection with the merger, First Coastal will be filing a proxy
statement with the Securities and Exchange Commission. STOCKHOLDERS OF FIRST
COASTAL ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain
a free copy of the proxy statement when it becomes available and other documents
filed by First Coastal with the Securities and Exchange Commission in connection
with the merger at the Securities and Exchange Commission's web site at
www.sec.gov. Stockholders of First Coastal may also obtain for free the proxy
statement and other documents filed by First Coastal in connection with the
merger by directing a request to: First Coastal Corporation, 1200 Congress
Street, Portland, Maine 04102, Attention: Corporate Secretary.
First Coastal and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from First Coastal stockholders in
favor of the merger. These directors and executive officers include the
following: Gregory T. Caswell, MaryEllen FitzGerald, Normand E. Simard, Edward
K. Simensky, David B. Hawkes, Sr., Charles A. Stewart III, Dennis D. Byrd, Roger
E. Klein and William E. Saufley. Collectively, as of March 31, 2001, the
directors and executive officers of First Coastal may be deemed to beneficially
own approximately 9.8% of the outstanding shares of First Coastal common stock.
Stockholders of First Coastal may obtain additional information regarding the
interests of the participants by reading the proxy statement when it becomes
available.
###
See Attached Financial Data
CONDENSED CONSOLIDATED BALANCE SHEETS
First Coastal Corporation and Subsidiary (Unaudited)
(in thousands, except share and per share amounts)
March 31, 2001 December 31, 2000
-------------- -----------------
ASSETS
Cash and cash equivalents $ 21,979 $ 36,247
Investment securities 52,177 45,530
Loans held for sale 1,061 298
Loans, less deferred loan fees 143,058 131,608
Allowance for loan losses (2,934) (2,814)
Real estate owned and repossessions 46 46
Deferred tax asset 1,401 1,741
Bank premises and other assets 6,230 6,395
-------------- ------------
TOTAL ASSETS $ 223,018 $ 219,051
============== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $ 149,232 $ 143,358
FHLB borrowings 34,680 32,901
Savings Banks Notes 1,741 1,850
Secured borrowings 17,860 21,969
Other liabilities 671 589
Stockholders' equity* 18,834 18,384
-------------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 223,018 $ 219,051
============== ============
Period end shares outstanding 1,199,989 1,217,489
Book value per share $ 15.70 $ 15.10
============== ============
NONPERFORMING ASSETS:
Nonperforming loans $ 1,988 $ 1,710
Real estate owned and repossessions 46 46
-------------- ------------
$ 2,034 $ 1,756
============== ============
*Unrealized gains (losses) on available for sale securities equaled $332,000 and
$(61,000) (tax effected) at March 31, 2001 and December 31, 2000, respectively.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
First Coastal Corporation and Subsidiary (Unaudited)
(in thousands, except share and per share amounts)
Quarter Ended
March 31,
-------------------------
2001 2000
----------- ------------
Interest income $ 4,142 $ 3,721
Interest expense 2,136 1,781
----------- ------------
Net interest income 2,006 1,940
Provision for loan losses - -
----------- ------------
Net interest income after provision for loan losses 2,006 1,940
Other income 214 139
Gain on sale of securities/loans 274 21
Other expenses 2,100 1,604
----------- ------------
Income before income taxes 394 496
Income tax expense 137 177
----------- ------------
Net income $ 257 $ 319
=========== ============
Basic earnings per share:
Weighted average shares outstanding 1,205,496 1,306,607
Income per share: $ .21 $ .24
=========== ============
Diluted earnings per share:
Weighted average shares outstanding 1,231,276 1,318,949
Income per share: $ .21 $ .24
=========== ============