Contacts:
Kerry Charlet David Oliver Bill Prater
Chief Financial Officer Corporate Communications Investor Relations
FloridaFirst Bancorp, Inc. SouthTrust Corporation SouthTrust Corporation
(863) 688-6811 (205) 254-5523 (205) 254-5187
FOR IMMEDIATE RELEASE
FloridaFirst Bancorp, Inc. Announces Shareholder
Approval of Merger with SouthTrust Corporation
and End of Cash Election Period
LAKELAND, FLA. (May 10, 2004) - FloridaFirst Bancorp, Inc. (Nasdaq: FFBK)
announced today that its shareholders voted Friday to approve the merger of
FloridaFirst and SouthTrust (Nasdaq:SOTR).
With a quorum present for the shareholder vote, 98.3 percent of the votes cast
at the meeting, representing a majority of the shares outstanding, were in favor
of the transaction. SouthTrust and FloridaFirst have received all regulatory
approvals necessary to proceed with the merger. The parties expect to close the
transaction on May 14, 2004.
FloridaFirst and SouthTrust also announced that the period during which
FloridaFirst shareholders may elect to receive cash or shares of SouthTrust
common stock in exchange for their shares of FloridaFirst common stock ended at
5 p.m. EDT Friday. FloridaFirst shareholders who did not make an election by the
deadline will receive SouthTrust common stock.
The merger agreement provides that not more than 49 percent of the total
consideration in the merger may be paid in cash. After the election deadline,
SouthTrust will determine whether cash elections received by the deadline
exceeded the limit. If the cash election limit is exceeded, excess cash
elections will be proportionally re-allocated into shares of SouthTrust common
stock. The company will notify shareholders of the outcome of this election.
The pricing period for determining the number of shares of SouthTrust common
stock to be received in exchange for each share of FloridaFirst common stock
ended Thursday, May 6. The exchange ratio will be determined at the closing of
the transaction based on the total number of shares issued and outstanding at
that time.
"We are pleased to have passed this milestone in the merger with SouthTrust,"
said Gregory C. Wilkes, chief executive officer of FloridaFirst.
"We continue to be excited about FloridaFirst and its customers becoming a part
of the SouthTrust family," said Wallace D. Malone, chairman and CEO of
SouthTrust Corp.
"SouthTrust will provide our new customers with first-rate
products and superior service. And, SouthTrust has a long history of providing
outstanding results for our shareholders."
FloridaFirst operates 19 branches in Central Florida - ten 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 December 31, 2003.
SouthTrust currently has 251 financial centers and 304 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 $52.7 billion regional bank holding
company with headquarters in Birmingham, Ala. SouthTrust operates 712 banking
and loan offices and 894 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 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.
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