Filed by FloridaFirst Bancorp, Inc.
Pursuant to Rule 425 of the
Securities Act of 1933 and deemed filed
Pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Companies:
SouthTrust Corporation (Commission File No. 0-03613)
FloridaFirst Bancorp, Inc. (Comission File No. 0-32139)
Contacts: David Oliver Bill Prater
Corporate Communications Investor Relations
SouthTrust Corporation SouthTrust Corporation
(205) 254-5523 (205) 254-5187
FOR IMMEDIATE RELEASE
SouthTrust, FloridaFirst sign definitive agreement
BIRMINGHAM, Ala. (Feb. 5, 2004) -- Officials with SouthTrust Corporation
(Nasdaq: SOTR) and FloridaFirst Bancorp. Inc (Nasdaq: FFBK) in Lakeland, Fla.,
have signed a definitive agreement for the acquisition of FloridaFirst and its
subsidiary, FloridaFirst Bank, by SouthTrust. Wallace D. Malone Jr., chairman
and chief executive officer of SouthTrust, made the announcement with Gregory C.
Wilkes, chief executive officer of FloridaFirst.
FloridaFirst operates 19 branches in Central Florida - 10 in Lakeland, two in
Winter Haven, four in Bradenton and one each in Sebring, Avon Park and Wildwood.
The bank reported assets of $821 million as of Dec. 31, 2003.
The merger agreement calls for SouthTrust to pay $146,123,851 for all of the
5,388,276 outstanding shares of FloridaFirst. Shareholders will receive a fixed
price of $27.12, which they may elect to receive in cash or stock or a
combination of both. The number of shares to be issued will be determined over a
20-day pricing period before the acquisition. SouthTrust anticipates acquiring
shares of its stock issued in the transaction through open market purchases. In
addition, SouthTrust will pay $27.12 less the exercise price to cash out each
unexercised option at the time of closing.
"FloridaFirst is an attractive addition to our already outstanding Florida
franchise," Malone said. "The company's reputation for delivering high-quality
service to its customers is a perfect match for SouthTrust. Our new customers
will benefit from SouthTrust's full menu of financial products and services.
This acquisition also will give our current customers in Central Florida even
more convenient banking locations. We are excited that the FloridaFirst
management team will remain and operate the Lakeland market for SouthTrust."
FloridaFirst's Wilkes said, "Following discussions of possible business
combinations with several potential partners and an examination of the
alternative of remaining independent, the board, after careful consideration, in
conjunction with advice from its financial advisor, determined that the
SouthTrust proposal provided the best alternative to our shareholders, customers
and employees. SouthTrust will be a great partner because of its commitment to
personalized, quality service, the great work environment and benefits for
employees and consistent financial performance for its shareholders."
SouthTrust anticipates closing this transaction during the second quarter of
2004 subject to
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SouthTrust/FloridaFirst, p. 2
stockholder and regulatory approval. SouthTrust will communicate directly to
customers about any changes to accounts, products, services and bank operations
as the conversion process continues.
SouthTrust currently has 252 financial centers and 302 ATMs throughout Florida.
In the Central Florida area near the FloridaFirst branches, SouthTrust has
offices in Orlando, Tampa/St. Petersburg, Bradenton and Lakeland.
SouthTrust Corporation (Nasdaq: SOTR) is a $51.9 billion regional bank holding
company with headquarters in Birmingham, Ala. SouthTrust operates 717 banking
and loan offices and 893 ATMs in Alabama, Florida, Georgia, Mississippi, North
Carolina, South Carolina, Tennessee, Texas and Virginia. The company offers a
complete line of banking and other related financial services to commercial and
retail customers. SouthTrust is a Forbes Platinum 400 and FORTUNE 500 company.
The company is listed on the S&P 500 index and the Keefe, Bruyette & Woods BKX
Index. The company's web site is www.southtrust.com.
CAUTIONARY STATEMENT REGARDING FORWARD - LOOKING STATEMENTS
Statements made in this press release, other than those containing historical
information, are forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
statements involve risks and uncertainties that may cause results to differ
materially from those set forth in these statements. SouthTrust and FloridaFirst
wish to caution readers that results and events subject to forward-looking
statements could differ materially due to the following factors: possible
changes in regional and national economic and business conditions; changes in
levels of market interest rates, credit risks of lending activities and
competitive and regulatory factors; possible changes in monetary and fiscal
policies, laws and regulations; and the effects or other risks and factors
identified in the companies' filings with the Securities and Exchange
Commission. The parties do not undertake, and specifically disclaim, any
obligation to publicly release the result of any revisions which may be made to
any forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.
Stockholders are urged to read the proxy statement/prospectus when it becomes
available, because it will contain important information about the transaction,
SouthTrust, FloridaFirst and the interests of parties soliciting proxies in the
transaction. Stockholders will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about
SouthTrust and FloridaFirst, without charge, at the Securities and Exchange
Commission's Internet site www.sec.gov. Copies of the proxy statement/prospectus
and the filings with the Securities and Exchange Commission that will be
incorporated by reference in the proxy statement/prospectus can also be
obtained, without charge, by directing a request to William L. Prater,
SouthTrust Corporation, P.O. Box 2554, Birmingham, AL 35290, telephone: (205)
254-5187 or to Kerry Charlet, FloridaFirst Bancorp, Inc. 205 East Orange St.,
Lakeland, FL 33801, telephone: (863) 688-6811. SouthTrust and FloridaFirst, and
their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from FloridaFirst stockholders in
respect of the proposed merger. Information regarding FloridaFirst's directors
and executive officers is available in its proxy statement filed with the
Securities and Exchange Commission by FloridaFirst on May 27, 2003. Information
regarding SouthTrust's directors and executive officers is available in its
proxy statement filed with the Securities and Exchange Commission by SouthTrust
on March 7, 2003. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interest, by
security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with the
Securities and Exchange Commission when they become available.