UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 23, 2000
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FFY FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 0-21638 34-1735753
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
724 Boardman-Poland Road, Youngstown, Ohio 44512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 330-726-3396
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events
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On May 23, 2000, the board of directors of FFY Financial Corp. ("FFY"), the
holding company for FFY Bank, and First Place Financial Corp. ("First Place"),
the holding company for First Federal Savings and Loan Association of Warren,
entered into a definitive agreement (the "Merger Agreement") to combine in a
merger of equals (the "Merger"). The Merger Agreement calls for a tax-free
exchange of each outstanding share of FFY common stock for 1.075 shares of First
Place common stock, with cash paid in lieu of fractional shares. In addition,
pursuant to the Merger Agreement, FFY Bank will merge with First Federal Savings
and Loan Association of Warren to become First Place Bank.
In connection with the Merger Agreement, FFY and First Place entered into
option agreements (the "Option Agreements") pursuant to which each party granted
the other party options, exercisable under certain circumstances, to purchase
shares of their respective common stock in an amount equal to 19.9% of the total
number of outstanding shares of either FFY's or First Place's common stock.
The Merger will be accounted for as a purchase and is expected to close in
the fourth quarter of 2000. The Merger Agreement has been approved by the
boards of directors of both companies. However, it is subject to certain other
conditions, including the approvals of the shareholders of both companies and
the approvals of regulatory authorities.
The foregoing information does not purport to be complete and is qualified
in its entirety by reference to the Merger Agreement and the Option Agreements
filed as exhibits hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
FFY Financial Corp.
May 24, 2000 By: /s/ Therese A. Liutkus
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Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of May 23, 2000, between First
Place Financial Corp. and FFY Financial Corp.
2.2 Stock Option Agreement dated as of May 23, 2000, between First Place
Financial Corp. and FFY Financial Corp.
2.3 Stock Option Agreement dated as of May 23, 2000, between FFY Financial
Corp. and First Place Financial Corp.