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: February 4, 1999 ----------------------------------------- FIRST PLACE FINANCIAL CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-25049 34-1880130 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 185 E. Market Street, Warren, OH 44482 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including are code (330) 373-1221 - -------------------------------------------------------------------------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 1 Item 5 Other Events Second Quarter Financial Information Press Release............ Item 7 Financial Statements 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. FIRST PLACE FINANCIAL CORP. Date: February 4, 1999 By: /s/ Steven R. Lewis ---------------- --------------------------- Steven R. Lewis, President and CEO FIRST PLACE FINANCIAL CORP. 185 E. Market Street Warren, OH 44482 For Immediate Release First Place Financial Corp. Reports Second Quarter Results Warren, Ohio, February 4, 1999 First Place Financial Corp. (NASDAQ: FPFC), the holding company for First Federal Savings and Loan Association of Warren (the "Association"), reported a loss for the three months ended December 31, 1998 of $4.3 million which was primarily due to an $8.0 million contribution to the First Federal of Warren Community Foundation. Also contributing to the decline in the current period compared to the prior period, was a restructure of fixed rate borrowings that amounted to $500,000. Excluding these items, net income for the three months would have been $1.3 million. Earnings for the comparable period in the prior year were $1.2 million. Earnings per share data are not reported, as the company did not complete its stock offering until December 31, 1998 rendering the information meaningless. Net income for the six-month period ended December 31, 1998 was ($3.1) million compared to $2.5 million in the year ago period. The change is primarily due to the contribution to the Community Foundation. The restructure of the fixed rate borrowings also contributed to the decline in net income. Excluding these items, net income for the 1998 six-month period would have been $2.6 million. 2 The Company believes that the funding of the Foundation will enhance its visibility and reputation in the communities in which it operates, ultimately enhancing the long-term value of the Company. Steve Lewis, President and CEO, stated that "We were very pleased with the desire of our shareholders to allow us to establish the Foundation. The Association has long emphasized charitable involvement and the formation of the Foundation will allow that involvement to continue while allowing us to place increased emphasis on community lending and development. The first six months of fiscal year 1999 have been extremely productive and we feel that we have positioned First Place for continued growth as we look towards the new millennium." Total assets increased from $609.4 million at June 30, 1998 to $744.2 million at December 31, 1998 while total shareholders' equity increased $98.3 million to $157.6 million at December 31, 1998 from $59.4 million at June 30, 1998. The increase in total shareholders' equity was due to the proceeds received in connection with the conversion of the Association from a federally chartered mutual association to a federally chartered stock association. The Association is a wholly owned subsidiary of First Place Financial Corp. with eleven full-service banking facilities serving Trumbull and Mahoning Counties in Northeastern Ohio. Additional information may be found on the Company's web site: www.firstfederalofwarren.com. Financial Statements and Exhibits: FIRST PLACE FINANCIAL CORP. (Unaudited) December 31, June 30, % Selected Consolidated Financial Condition Data: 1998 1998 Change - -------------------------------------------------------------------------------------------------------- (Dollars in Thousands) Total assets $744,186 $609,398 22% Loans receivable, net 414,908 353,012 18% Securities available for sale 257,105 211,185 18% Securities held to maturity (1) 0 28,295 N/M Deposits 422,135 435,462 -3% Federal Home Loan Bank Advances 34,645 44,820 -23% Repurchase Agreements 44,430 60,430 -26% Equity 157,616 59,357 166% 3 Three Months Ended Six Months Ended Selected Consolidated Operations Data: December 31, December 31, (Dollars in Thousands) 1998 1997 1998 1997 - -------------------------------------------------------------------------------------------------------- Total interest income $ 11,851 $ 10,498 $ 23,066 $20,692 Total interest expense 6,921 6,358 13,621 12,452 -------- -------- -------- ------- Net interest income 4,930 4,140 9,445 8,240 Provison for loan losses 475 95 658 340 -------- -------- -------- ------- Net interest income after provision 4,455 4,045 8,787 7,900 Noninterest income 493 373 951 825 Gain (loss) on sale of securities (40) 0 (40) 106 Contribution to Foundation 8,026 0 8,026 0 Noninterest expense 3,425 2,538 6,325 5,187 -------- -------- -------- ------- Income before federal income tax (6,543) 1,880 (4,653) 3,644 Federal income tax expense (2,224) 660 (1,581) 1,158 -------- -------- -------- ------- Net income ($4,319) $ 1,220 ($3,072) $ 2,486 ======== ======== ======== ======= (1) Effective October 1, 1998, the company adopted Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." Management reclassified all held to maturity securities to available for sale as allowed by SFAS No. 133. Contact: First Place Financial Corp. Steve Lewis, President and CEO Troy Adair, Investor Relations (330) 373-1221 Ext. 218 4