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Exhibit 99.1
FOR IMMEDIATE RELEASE
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CLASSIC BANCSHARES, INC. TO ACQUIRE
FIRST FEDERAL FINANCIAL BANCORP, INC.
Ashland, Kentucky, December 30, 2002 -- Classic Bancshares, Inc. (Nasdaq: CLAS),
Ashland, Kentucky, and First Federal Financial Bancorp, Inc. (OTCBB: FFFB),
Ironton, Ohio, jointly announced today that they have signed a definitive
merger agreement under which First Federal Financial Bancorp, Inc. ("First
Federal") will merge into Classic Bancshares, Inc. ("Classic") in a
transaction valued at approximately $11.5 million. Classic Bancshares, Inc.
is the holding company for Classic Bank headquartered in Ashland, Kentucky
and First Federal Financial Bancorp, Inc. is the holding company for First
Federal Savings Bank headquartered in Ironton, Ohio. The transaction will
increase the assets of Classic from $233 million as of September 30, 2002 to
approximately $307 million at December 30, 2002 and increase its number of
banking offices from eight to eleven.
David B. Barbour, President and Chief Executive Officer of Classic stated,
"We are very pleased to announce our agreement to acquire First Federal
Financial Bancorp. This merger of two community-oriented institutions
represents a natural extension of Classic's franchise into Southeastern Ohio
while increasing our deposit market share to 8.7% in the Ashland/Ironton
market. The combined company will catapult Classic to the largest deposit
market share of a locally owned financial institution in those markets. We
look forward to continuing to emphasize the personal service and community
banking focus that our customers have come to expect."
"We believe that this transaction is an excellent opportunity for our
customers to benefit from access to a greater selection of services including
a full array of deposit products, commercial and consumer loan products,
Internet banking and bill pay, 24 hour telephone access to accounts and over
20 ATM locations," said I. Vincent Rice, the President of First Federal.
"This transaction is evidence of our commitment to maximizing shareholder
value while preserving our high quality community banking service. Our
shareholders will receive a premium to the current market price of First
Federal Financial Bancorp common stock and will have the opportunity for
continuing ownership in the merged institution."
The transaction is expected to be accretive to the earnings of Classic in
2003. The transaction is conditioned on the receipt of necessary bank
regulatory approvals, the approval of the stockholders of both companies and
other customary conditions. The parties expect it to be completed in the
second quarter of 2003.
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The existing management team and board of directors of Classic Bancshares,
Inc. will remain in place following the merger. One member of the board of
directors of First Federal will be added to the board of directors of Classic
and one other director of First Federal will be added to the board of Classic
Bank, Classic's financial institution subsidiary. In addition, the son of the
Chairman of First Federal will be added to the board of Classic Bank.
In connection with this transaction, Keefe, Bruyette & Woods, Inc. acted as
financial advisor to Classic and Keller & Company, Inc. acted as financial
advisor to First Federal. The law firm of Jenkens & Gilchrist, P.C.
represented Classic, while Kelley, Drye & Warren, LLP represented First
Federal. Classic Bancshares, Inc. is the holding company for Classic Bank, a
Kentucky chartered commercial bank. Classic Bank operates out of eight
offices in eastern Kentucky. At September 30, 2002, Classic had total assets
of $233 million and total deposits of $173 million.
First Federal Financial Bancorp, Inc. is the holding company for First
Federal Savings Bank of Ironton. First Federal Savings Bank of Ironton
operates out of three offices in southeastern Ohio. At September 30, 2002,
First Federal had total assets of $69 million and total deposits of $50
million.
TERMS OF THE MERGER
Under the terms of the agreement, First Federal shareholders may elect to
receive either shares of Classic common stock, $24.00 in cash or a
combination of stock and cash in exchange for their shares of First Federal
common stock. The elections of First Federal shareholders will be subject to
the requirement that 50% of First Federal shares be exchanged for cash and
50% be exchanged for Classic common stock. To the extent they receive Classic
shares, the transaction is expected to be tax-free to First Federal
shareholders.
Under the terms of the agreement, the number of shares of Classic common
stock for which each First Federal share will be exchanged will be .9797.
Based on the above, the total number of Classic shares to be issued in the
transaction is anticipated to be 226,615 and the total amount of cash to be
paid in the transaction is anticipated to be $5.5 million.
The merger is subject to certain conditions, including the approval of the
shareholders of Classic and First Federal and receipt of regulatory approval.
FORWARD-LOOKING STATEMENTS
This news release contains certain forward-looking statements about the
proposed merger of Classic and First Federal. These statements include
statements regarding the anticipated closing date of the transaction,
benefits of the merger, and future results. Forward-looking statements can be
identified by the fact that they do not relate strictly to historical or
current facts. They often include words like "believe," "expect,"
"anticipate," "estimate," and "intend" or future or conditional verbs
such as "will," "would," "should," "could" or "may." Certain
factors that could cause actual results to differ
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materially from expected results include regulatory and other delays in
completing the merger, difficulties in achieving cost savings from the merger
or in achieving such cost savings within the expected time frame, an
inability to achieve synergies between Classic and First Federal,
difficulties in integrating Classic and First Federal, customers resistance
to the transaction and attrition, increased competitive pressures, changes in
the interest rate environment, changes in general economic conditions,
legislative and regulatory changes that adversely affect the business in
which Classic and First Federal are engaged, and changes in the securities
markets.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
Shareholders of First Federal Financial Bancorp, Inc, Classic Bancshares,
Inc. and other investors are urged to read the joint proxy
statement/prospectus that will be included in the registration statement on
Form S-4 that Classic Bancshares will file with the Securities and Exchange
Commission ("SEC") in connection with the proposed merger because it will
contain important information about Classic Bancshares, Inc., First Federal
Financial Bancorp, Inc. the merger, the persons soliciting proxies in the
merger and their interests in the merger and related matters. Investors will
be able to obtain all documents filed with the SEC by Classic and First
Federal free of charge at the SEC's website, www.sec.gov. In addition,
documents filed with the SEC by Classic will be available free of charge from
the Corporate Secretary of Classic at 344 Seventeenth Street, Ashland,
Kentucky 41105, telephone (606) 326-2800. Documents filed with the SEC by
First Federal will be available free of charge from the Corporate Secretary
of First Federal at 415 Center Street, Ironton, Ohio 45638, telephone
(740) 532-6845. Read the joint proxy statement/prospectus carefully before
making a decision concerning the merger.
Classic and First Federal and their directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
shareholders of Classic and First Federal to approve the merger. Information
about the directors and executive officers of Classic and First Federal and
their ownership of Classic's and First Federal's common stock is set forth in
Classic's and First Federal's proxy statement for their 2002 annual meetings
of shareholders as filed with the SEC. Additional information regarding the
interests of those participants may be obtained by reading the joint proxy
statement/prospectus regarding the transaction when it becomes available.
For further information contact:
David B. Barbour
President and Chief Executive Officer
Classic Bancshares, Inc.
(606) 326-2800
I. Vincent Rice
President and Chief Executive Officer
First Financial Bancorp, Inc.
(740) 532-6845