Filed by First Place Financial Corp.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: FFY Financial Corp.
Commission File No. 0-21638
For Immediate Release
Steven R. Lewis
First Place Financial Corp.
(330) 373-1221
and/or
Jeffrey L. Francis
FFY Financial Corp.
(330) 726-3396
First Place Financial Corp. and FFY Financial Corp. announce merger of equals;
Becomes largest locally-based banking institution
(May 24, 2000)--First Place Financial Corp. (NASDAQ-FPFC) and FFY Financial
Corp. (NASDAQ-FFYF) have jointly announced an agreement to merge, and pending
approval, will change the name of all branches and affiliates to First Place.
The new corporation will have assets of $1.7 billion and 35 locations, making it
the largest financial institution to be based in the Mahoning Valley ever. FPFC
will become the fourth largest thrift institution in Ohio.
First Place Financial Corp. will exchange 1.075 shares for each share of
FFY Financial Corp. The partnership is expected to provide earnings accretion
for both institutions in the first full year of combined operations. The pro
forma institution is expected to achieve approximately $4.0 million in pre-tax
cost savings which represents approximately 13.0% of the combined company's non-
interest expenses.
First Place Financial is the holding company for First Federal Savings &
Loan Association of Warren. First Place Financial has assets of $1 billion and
22 locations. FFY Financial Corp. is the holding company for FFY Bank. FFY
Financial Corp. has assets of $668 million and 13 locations.
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Page Two--FPFC/FFY Merger
Pending approval by the Office of Thrift Supervision, the Securities and
Exchange Commission and shareholders, closing is expected by the end of the year
with integration to be completed shortly afterwards.
"This merger of equals is another important step in assuring the growth of
the Mahoning Valley," said Steven R. Lewis, president and CEO of First Place
Financial. "Equally as important, the partnership unites two strong banking
institutions with a history of commitment to community development."
Jeffrey L. Francis, president and CEO of FFY, said the two financial
institutions have had a sizeable presence in Mahoning and Trumbull counties, and
are accustomed to competing with each other. "Now we can combine expertise and
accelerate our strategic planning," Francis said. "First Federal and FFY have
been the Valley's leading lending institutions for home financing. We expect
that tradition to continue along with the growth of commercial banking
services."
First Place Bank will be a comprehensive financial institution offering
customers expanded products and services. Plans include introduction of more
customer services such as Internet banking, a call center and additional
insurance products.
Customers will have more locations throughout the Valley to do their
banking. Because there is no overlap in the service area of the two
corporations, no bank branches will be closed as a result of this merger.
Lewis and Francis are reviewing areas where there may be duplication of
services and will assess the possibility of new positions for current employees.
Currently these two companies employ 480.
FPFC's recently completed acquisition of Ravenna Savings Bank and today's
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Page Three--FPFC/FFY Merger
partnership announcement has removed the need for additional home office
facilities in the foreseeable future. "We want everyone to understand that we
are still committed to the community and the High Street location in downtown
Warren," Lewis said. "We will still work to develop the site and may seek a
third party, if necessary."
Lewis will be president and CEO of FPFC and CEO of First Place Bank.
Francis will be FPFC's executive vice president and COO as well as president and
COO of First Place Bank. Attorney W. Terry Patrick will be chairman of the FPFC
Board of Directors and Paul Watson, vice chairman.
First Place Financial Corp. headquartered in Warren, will be the holding
company for the newly merged firm. Corporate staff will be located in Warren,
Boardman and Ravenna.
Note to investors: A conference call is scheduled on Wednesday, May 24 at
10:30 a.m. To participate, dial 1-800-553-0273 five minutes prior to start of
the conference. To receive an investor kit, call Kim Wadman at (330) 726-4600,
ext. 155.
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 that involve risk and
uncertainty. Forward-looking statements by the companies are based on beliefs,
plans, objectives, goals, expectations, anticipations, estimates and intentions
of management and are not guarantees of future performance. It should be noted
that a variety of factors, including those set forth below and those identified
in the companies' filings with Securities and Exchange Commission, could cause
the combined company's actual results and experience to differ materially from
the anticipated results or other expectations expressed in the combined
company's forward-looking statements. Both companies disclaim any obligation to
update or revise any forward-looking statements based on the occurrence of
future events, the receipt of new information, or otherwise.
The risks and uncertainties that may affect the operations, performance,
development, growth projections and results of the combined company's business
include, but are not limited to, the growth of the economy, interest rate
movements, timely development by the combined company of technology enhancements
for its products and operating systems, the impact of competitive products,
services and pricing, customer based requirements, Congressional legislation,
acquisition cost savings and revenue enhancements and similar matters. Readers
are cautioned not to place undue reliance on forward-looking statements which
are subject to influence by the named risk factors and unanticipated future
events. Actual results, accordingly, may differ materially from management
expectations.
Investors are urged to read the Registration Statement on Form S-4 that will be
filed by First Place Financial Corp. with the SEC in connection with the merger,
as well as the merger proxy/prospectus that will be mailed to shareholders
because they will contain important information about the merger. After the
Registration Statement is filed with the SEC, it, and any other relevant
documents, will be available at no charge at the SEC's web site,
http://www.sec.gov. These documents will also be available free of charge from
First Place Financial Corp. and FFY Financial Corp. by contacting the corporate
secretary of First Place at 185 East Market Street, Warren, Ohio 44482, (330)
373-1221 or FFY at 724 Boardman-Poland Road, Youngstown, Ohio 44512, (330) 726-
4600. Copies of all recent proxy statements and annual reports are also
available free of charge from the respective companies by contacting the company
secretary.
First Place and FFY and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies to approve the merger.
Information about the participants may be obtained from the respective
companies.
[LOGO OF FFY] [LOGO OF FIRST FEDERAL]
================================================================================
First Place Financial Corp.
&
FFY Financial Corp.
Synopsis of Merger of Equals - "MOE"
May 24, 2000
================================================================================
This presentation contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 that involve risk and
uncertainty. Forward-looking statements by the companies are based on beliefs,
plans, objectives, goals, expectations, anticipations, estimates and intentions
of management and are not guarantees of future performance. It should be noted
that a variety of factors, including those set forth below and those identified
in the companies' filings with Securities and Exchange Commission, could cause
the combined company's actual results and experience to differ materially from
the anticipated results or other expectations expressed in the combined
company's forward-looking statements. Both companies disclaim any obligation to
update or revise any forward-looking statements based on the occurrence of
future events, the receipt of new information, or otherwise.
The risks and uncertainties that may affect the operations, performance,
development, growth projections and results of the combined company's business
include, but are not limited to, the growth of the economy, interest rate
movements, timely development by the combined company of technology enhancements
for its products and operating systems, the impact of competitive products,
services and pricing, customer based requirements, Congressional legislation,
acquisition cost savings and revenue enhancements and similar matters. Readers
of this report are cautioned not to place undue reliance on forward-looking
statements which are subject to influence by the named risk factors and
unanticipated future events. Actual results, accordingly, may differ materially
from management expectations.
Investors are urged to read the Registration Statement on Form S-4 that
will be filed by First Place Financial Corp. with the SEC in connection with the
merger, as well as the merger proxy/prospectus that will be mailed to
shareholders because they will contain important information about the merger.
After the Registration Statement is filed with the SEC, it, and any other
relevant documents, will be available at no charge at the SEC's web site,
http://www.sec.gov. These documents will also be available free of charge from
First Place Financial Corp. and FFY Financial Corp. by contacting the corporate
secretary of First Place at 185 East Market Street, Warren, Ohio 44482, (330)
373-1221 or FFY at 724 Boardman-Poland Road, Youngstown, Ohio 44512, (330)
726-4600. Copies of all recent proxy statements and annual reports are also
available free of charge from the respective companies by contacting the company
secretary.
First Place and FFY and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies to approve the
merger. Information about the participants may be obtained from the respective
companies.
[LOGO OF FFY] [LOGO OF FIRST FEDERAL]
Map of Market Area
------------------
[LOGO OF FFY] [LOGO OF FIRST FEDERAL]
Transaction Benefits
================================================================================
. Strategic:
. Creates the largest financial institution ever headquartered in the Mahoning
Valley with assets of approximately $1.7 billion and approximately a $170mm
market capitalization
. Expands core market area and creates critical mass in Northeastern Ohio with
a very strong local presence
. Enhances ability to compete and widens product range through a broadened
customer base with similar demographics
. Provides an additional platform for further growth
. Financial:
. Accretive to GAAP & Cash earnings of both companies
. Maintains a strong capital position
. Purchase acct. provides flexibility to continue stock repurchases
. Increases liquidity
. Identified cost savings of approximately $4 million
. Revenue enhancements and/or deployment of excess capital/incremental cash
will further enhance financial benefits
[LOGO OF FFY] [LOGO OF FIRST FEDERAL]
Description of First Place Financial (FPFC)
===========================================
. First Place Financial Corp is the holding company of First Federal
Savings and Loan Association of Warren. The company has sixteen
offices located throughout Trumbull, Mahoning, Medina, Portage &
Summit Counties along with six loan production offices spread
throughout Northeastern Ohio.
. A summary of the company's balance sheet and earnings performance as
of March 31, 2000 is as follows: (Including recently closed
transaction)
(in thousands)
Total Assets: $1,035,600
Loans, net: 696,140
Securities: 294,444
Deposits: 586,729
Total Equity: 146,028
Equity to Assets: 14.10%
LQA Earnings 8,780(1)
LQA EPS $ .88(1)
LTM ROE: 6.01%
(1) Does not reflect projected cost savings or revenue enhancements
associated with recently closed transaction.
[LOGO OF FFY] [LOGO OF FIRST FEDERAL]
Description of FFY Financial Corp. (FFYF)
===========================================================================
. FFY Financial Corp. is the holding Company for FFY Bank. The Bank is a
federal chartered stock savings bank that primarily provides mortgage,
consumer, commercial loans and deposit services. FFY Financial Corp.
also provides real estate brokerage and insurance services through its
affiliates. FFY Bank serves Mahoning and Trumbull Counties in Ohio
through 11 offices and 2 loan production offices.
. A summary of the company's balance sheet and earnings performance as
of March 31, 2000 is as follows: (in thousands)
Total Assets $667,684
Loans, net: 478,269
Securities: 160,206
Deposits: 443,020
Total Equity: 65,062
Equity to Assets: 9.74%
LTM Earnings $ 7,879
LTM EPS $ 1.18
LTM ROE: 11.71%
[LOGO OF FFY] [LOGO OF FIRST FEDERAL]
Ohio Market Share
=================================================================
Deposit Data & Market Share Information is as of June 30, 1999
Source: SNL Securities, L.P.
# of Total Market
County Rank Institution Branches Deposits $ Share %
-----------------------------------------------------------------------------------------------
TRUMBULL, OH 2 FPFC 9 415,100 17.35
11 FFYF 2 47,440 1.98
-------------------------------------------------------------------------
2 PRO FORMA 11 462,540 19.33
-------------------------------------------------------------------------
MAHONING, OH 4 FFYF 8 409,915 12.95
11 FPFC 2 14,546 0.46
-------------------------------------------------------------------------
4 PRO FORMA 10 $424,461 13.41
-------------------------------------------------------------------------
PORTAGE, OH 3 FPFC 3 118,462 11.00
MEDINA, OH 17 FPFC 1 2,028 0.15
SUMMIT, OH 20 FPFC 2 3,475 0.05
[LOGO OF FFY] [LOGO OF FIRST FEDERAL]
Transaction Description - Term Sheet
===========================================================================
Structure: Merger of Equals - "MOE"
Exchange Ratio: Fixed exchange ratio of 1.075 shares of FPFC
for each FFYF share.
Value: The aggregate value is approximately $71
million.
Ownership Profile: Approximately FPFC 60% / FFYF 40%
BOD Representation: 50/50 split - 8 FPFC / 8 FFYF
Management: Chairman: Current FFYF Chairman - Current
FPFC Chairman becomes Vice Chairman
CEO: Current FPFC CEO
COO: Current FFYF CEO
CFO: Current FFYF CFO
Accounting /
Stock Percentage: Purchase Accounting; 100% Stock
Stock Purchase Option: Reciprocal Standard 19.9% Agreements
[LOGO OF FFY] [LOGO OF FIRST FEDERAL]
Strong Balance Sheet Composition
===========================================================================
Estimated March 31, 2000 Pro Forma Balance Sheet
($ in thousands)
Estimated
FPFC FFYF Pro Forma
---------- -------- ----------
Assets $1,035,600 $667,684 $1,703,284
Loans, Net 696,140 478,269 1,174,409
Securities 294,444 160,206 454,650
Deposits 586,729 443,020 1,029,749
Borrowings 286,017 148,014 434,031
Total Capital 146,028 65,062 211,090
Approximate
Mkt. Capitalization $ 95,500 $ 73,890 $ 169,390
Borrowings/
Assets 27.62% 22.17% 25.48%
Total Capital/
Assets 14.10% 9.74% 12.39%
[LOGO OF FFY] [LOGO OF FIRST FEDERAL]
Strong Balance Sheet Composition - Loans
===========================================================================
[PIE CHART APPEARS HERE]
FPFC
----
RE: 1-4 78.90%
RE: Multi 2.08%
Commercial 4.10%
Other 14.92%
[PIE CHART APPEARS HERE]
FFYF
----
RE: 1-4 71.71%
RE: Multi 3.02%
Commercial 9.26%
Other 16.00%
[PIE CHART APPEARS HERE]
Pro Forma
---------
RE: 1-4 75.98%
RE: Multi 2.46%
Commercial 6.20%
Other 15.36%
[LOGO OF FFY] [LOGO OF FIRST FEDERAL]
Strong Balance Sheet Composition - Deposits
================================================
[PIE CHART APPEARS HERE]
FPFC
----
CD'S 59.51%
PASS/SAV 14.07%
Demand/Now 9.84%
MMA 16.58%
[PIE CHART APPEARS HERE]
FFYF
----
CD'S 61.11%
PASS/SAV 19.50%
Demand/Now 8.95%
MMA 10.43%
[PIE CHART APPEARS HERE]
Pro Forma
CD'S 60.20%
PASS/SAV 16.40%
Demand/Now 9.46%
MMA 13.94%
[LOGO OF FFY] [LOGO OF FIRST FEDERAL]
Attractive EPS Accretion
===================================================================
($ in millions, except for per share data)
Est. 2001
-----------
FPFC Estimated Net Income ($1.12) (1) $11.0
FFYF Estimated Net Income ($1.27) (1) 8.7
----------
Total Estimated Net Income 19.7
After-Tax Cost Savings ($4 Pre-Tax) 2.6
After-Tax Earnings on Incremental Cash/Capital 0
Revenue Enhancements 0
Purchase Accounting Adjustments (2) (0.3)
----------
Pro Forma Net Income $22.0
==========
Estimated Pro Forma FD Shares 17.7
----------
Pro Forma GAAP EPS; Cash EPS $1.24 $1.26
========== =======
----------------------------------------------------------------------------
FPFC GAAP EPS Accretion; Cash EPS 11% 12%
----------------------------------------------------------------------------
----------------------------------------------------------------------------
FFYF GAAP EPS Accretion; Cash EPS 5% 7%
----------------------------------------------------------------------------
(1) I/B/E/S mean estimates for fiscal year 2001.
(2) Includes amortization of goodwill generated in transaction plus any
balance sheet mark to markets.
[LOGO OF FFY] [LOGO OF FIRST FEDERAL]
Achievable Cost Savings
===========================================================================
Non Interest Expense (In Thousands)
-------------------- --------------
Salary & Benefits $2,473
Occupancy Expense 50
FFYF ESOP Expense 600
Data Processing 300
Other Operating Expenses 615
------
Total $4,038
Estimated Merger and Restructuring Charges of $5mm
Note: Full phase in is expected in 2001.
[LOGO OF FFY] [LOGO OF FIRST FEDERAL]
Revenue Enhancement Opportunities
===========================================================================
. Incremental earnings potential through ability to leverage excess
capital
. Real estate brokerage business
. Expansion of small business lending
. Insurance and title business
. Expanded legal lending limit