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This excerpt taken from the FPFC DEF 14A filed May 4, 2009. General If, at our special meeting on June 3, 2009, the number of shares of our common stock, present in person or by proxy, voting in favor of Proposal One is insufficient to approve the issuance of 3,670,822 shares of our common stock upon exercise of the warrant issued to the Treasury, our management intends to move to adjourn the special meeting in order to enable our board of directors to solicit additional proxies. In that event, we will ask our shareholders to vote only upon the adjournment proposal and not on the proposal relating to the approval of Proposal One. In order to allow proxies that have been received by us at the time of the special meeting to be voted for an adjournment, if deemed necessary, we have submitted the question of adjournment to our shareholders as a separate matter for your consideration. If it is deemed necessary to adjourn the special meeting of shareholders, no notice of the adjourned meeting is required to be given to shareholders, other than an announcement at the special meeting of the place, date and time to which the special meeting is adjourned. If, however, the date of any adjourned meeting is more than thirty (30) days after the date of the special meeting of shareholders, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting will be provided to our shareholders. These excerpts taken from the FPFC 10-K filed Sep 15, 2008. General
First Place Financial Corp. (Company) was formed as a thrift
holding company as a result of the conversion of First Place
Bank (Bank), formerly known as First Federal Savings and Loan
Association of Warren, from a federally-chartered mutual savings
and loan association to a federally-chartered stock savings
association in December 1998. At the time of the conversion, the
Company had total assets of approximately $610 million.
First Federal Savings Association of Warren originally opened
for business in 1922. As of June 30, 2008, the Company had
$3.3 billion in total assets.
On June 30, 2008, the Company completed its acquisition of
OC Financial, Inc. of Dublin, Ohio (OC Financial), the
holding company for Ohio Central Savings (OC Bank). The Company
issued 538,631 shares of the Company’s common stock
valued at $8 million as consideration for the transaction.
As of June 30, 2008, OC Financial had total assets of
approximately $68 million, which included $42 million
in loans, $44 million in deposits and $10 million in
long-term debt. On July 11, 2008, the Company’s two
federally chartered savings association subsidiaries, OC Bank
and First Place Bank merged into a single federal savings
association with the name First Place Bank.
On October 31, 2007, the Company completed its acquisition
of Hicksville Building, Loan and Savings Bank of Hicksville,
Ohio (HBLS Bank). The Company paid $4 million in cash as
consideration for the transaction. As of the acquisition date,
HBLS Bank had total assets of approximately $53 million,
which included $33 million in loans, $40 million in
deposits and $9 million in long-term debt. On
November 26, 2007, the Company’s two federally
chartered savings association subsidiaries, HBLS Bank and First
Place Bank merged into a single federal savings association with
the name First Place Bank.
On April 27, 2007, the Bank completed the acquisition of
seven retail banking offices in the greater Flint, Michigan area
acquired from Republic Bancorp, Inc. and Citizens Banking
Corporation (Citizens). As of that date, the Bank recorded the
purchase of the offices that resulted in First Place Bank
assuming $200 million in deposits, and receiving
$29 million in consumer loans and fixed assets and
$164 million in cash. The acquisition was accounted for as
a business combination using the purchase method and the results
of operations of the offices have been included in the
consolidated financial statements since the acquisition date.
On June 27, 2006, the Company acquired The Northern
Savings & Loan Company of Elyria, Ohio (Northern) and
converted it from an Ohio chartered stock savings association to
a federally chartered stock savings association. At the time of
the merger Northern had total assets of $360 million. On
July 25, 2006, the Company’s two federally chartered
savings association subsidiaries, Northern and First Place Bank
merged into a single association with the name First Place Bank.
Northern began in business in 1920.
On May 28, 2004, the Company acquired Franklin Bancorp Inc.
(Franklin) and merged Franklin into the Company. At the time of
the merger Franklin had total assets of approximately
$630 million. Concurrent with the merger, Franklin’s
wholly-owned subsidiary, Franklin Bank N.A., converted from a
national bank to a federally chartered savings association,
Franklin Bank. Effective July 2, 2004, First Place Bank and
Franklin Bank were merged into a single federally-chartered
stock savings association with the name First Place Bank.
Franklin began in business in 1983. The Bank’s Michigan
banking business, however, operates as a separate division of
First Place Bank under the name Franklin Bank.
On May 7, 2008 the Company announced it had reached a
definitive agreement to acquire Camco Financial Corporation
(Camco), a Cambridge, Ohio financial holding company that owns
Advantage Bank. Advantage Bank and its affiliate, Camco
Title Agency, offer financial services from 23 offices in
Ohio, Kentucky and West Virginia. At June 30, 2008, Camco
had approximately $1.0 billion in assets, which included
$791 million in net loans and $95 million in
investment securities and liabilities of $942 million,
which included $731 million in deposits and
$193 million in borrowings. The transaction is expected to
close during the Company’s second fiscal quarter ending
December 31, 2008. For additional information on this
definitive agreement, see Note 2 to the
Consolidated Financial Statements.
Table of Contents
Management’s discussion and analysis represents a review of
the Company’s consolidated financial condition and results
of operations. This review should be read in conjunction with
the consolidated financial statements and footnotes.
General First Place Financial Corp. (Company) was formed as a thrift holding company as a result of the conversion of First Place Bank (Bank), formerly known as First Federal Savings and Loan Association of Warren, from a federally-chartered mutual savings and loan association to a federally-chartered stock savings association in December 1998. At the time of the conversion, the Company had total assets of approximately $610 million. First Federal Savings Association of Warren originally opened for business in 1922. As of June 30, 2008, the Company had $3.3 billion in total assets. On June 30, 2008, the Company completed its acquisition of OC Financial, Inc. of Dublin, Ohio (OC Financial), the holding company for Ohio Central Savings (OC Bank). The Company issued 538,631 shares of the Company’s common stock valued at $8 million as consideration for the transaction. As of June 30, 2008, OC Financial had total assets of approximately $68 million, which included $42 million in loans, $44 million in deposits and $10 million in long-term debt. On July 11, 2008, the Company’s two federally chartered savings association subsidiaries, OC Bank and First Place Bank merged into a single federal savings association with the name First Place Bank. On October 31, 2007, the Company completed its acquisition of Hicksville Building, Loan and Savings Bank of Hicksville, Ohio (HBLS Bank). The Company paid $4 million in cash as consideration for the transaction. As of the acquisition date, HBLS Bank had total assets of approximately $53 million, which included $33 million in loans, $40 million in deposits and $9 million in long-term debt. On November 26, 2007, the Company’s two federally chartered savings association subsidiaries, HBLS Bank and First Place Bank merged into a single federal savings association with the name First Place Bank. On April 27, 2007, the Bank completed the acquisition of seven retail banking offices in the greater Flint, Michigan area acquired from Republic Bancorp, Inc. and Citizens Banking Corporation (Citizens). As of that date, the Bank recorded the purchase of the offices that resulted in First Place Bank assuming $200 million in deposits, and receiving $29 million in consumer loans and fixed assets and $164 million in cash. The acquisition was accounted for as a business combination using the purchase method and the results of operations of the offices have been included in the consolidated financial statements since the acquisition date. On June 27, 2006, the Company acquired The Northern Savings & Loan Company of Elyria, Ohio (Northern) and converted it from an Ohio chartered stock savings association to a federally chartered stock savings association. At the time of the merger Northern had total assets of $360 million. On July 25, 2006, the Company’s two federally chartered savings association subsidiaries, Northern and First Place Bank merged into a single association with the name First Place Bank. Northern began in business in 1920. On May 28, 2004, the Company acquired Franklin Bancorp Inc. (Franklin) and merged Franklin into the Company. At the time of the merger Franklin had total assets of approximately $630 million. Concurrent with the merger, Franklin’s wholly-owned subsidiary, Franklin Bank N.A., converted from a national bank to a federally chartered savings association, Franklin Bank. Effective July 2, 2004, First Place Bank and Franklin Bank were merged into a single federally-chartered stock savings association with the name First Place Bank. Franklin began in business in 1983. The Bank’s Michigan banking business, however, operates as a separate division of First Place Bank under the name Franklin Bank. On May 7, 2008 the Company announced it had reached a definitive agreement to acquire Camco Financial Corporation (Camco), a Cambridge, Ohio financial holding company that owns Advantage Bank. Advantage Bank and its affiliate, Camco Title Agency, offer financial services from 23 offices in Ohio, Kentucky and West Virginia. At June 30, 2008, Camco had approximately $1.0 billion in assets, which included $791 million in net loans and $95 million in investment securities and liabilities of $942 million, which included $731 million in deposits and $193 million in borrowings. The transaction is expected to close during the Company’s second fiscal quarter ending December 31, 2008. For additional information on this definitive agreement, see Note 2 to the Consolidated Financial Statements.
Table of ContentsManagement’s discussion and analysis represents a review of the Company’s consolidated financial condition and results of operations. This review should be read in conjunction with the consolidated financial statements and footnotes. This excerpt taken from the FPFC 10-K filed Sep 7, 2007. General First Place Financial Corp. (Company) was formed as a thrift holding company as a result of the conversion of First Place Bank (Bank), formerly known as First Federal Savings and Loan Association of Warren, from a federally-chartered mutual savings and loan association to a federally-chartered stock savings association in December 1998. At the time of the conversion the Company had total assets of approximately $610 million. First Federal Savings Association of Warren originally opened for business in 1922. As of June 30, 2007, the Company had $3.2 billion in total assets. On April 27, 2007, the Bank completed the acquisition of seven retail banking offices in the greater Flint, Michigan area acquired from Republic Bancorp, Inc. and Citizens Banking Corporation (Citizens). As of that date, the Bank recorded the purchase of the offices that resulted in First Place Bank assuming $200 million in deposits, and receiving $29 million in consumer loans and fixed assets and $164 million in cash. The acquisition was accounted for as a business combination using the purchase method and the results of operations of the offices have been included in the consolidated financial statements since the acquisition date. On June 27, 2006, the Company acquired The Northern Savings & Loan Company of Elyria, Ohio (Northern) and converted it from an Ohio chartered stock savings association to a federally chartered stock savings association. At the time of the merger Northern had total assets of $360 million. On July 25, 2006, the Company’s two federally chartered savings association subsidiaries, Northern and First Place Bank merged into a single association with the name First Place Bank. Northern began in business in 1920. On May 28, 2004, the Company acquired Franklin Bancorp Inc. (Franklin) and merged Franklin into the Company. At the time of the merger Franklin had total assets of approximately $630 million. Concurrent with the merger, Franklin’s wholly-owned subsidiary, Franklin Bank N.A., converted from a national bank to a federally chartered savings association, Franklin Bank. Effective July 2, 2004, First Place Bank and Franklin Bank were merged into a single federally-chartered stock savings association with the name First Place Bank. Franklin began in business in 1983. The Bank’s Michigan banking business, however, operates as a separate division of First Place Bank under the name Franklin Bank. On December 22, 2000, the Company completed a merger of equals transaction with FFY Financial Corp. (FFY). At the time of the merger FFY had total assets of approximately $680 million. FFY was merged into the Company, and FFY’s thrift subsidiary, FFY Bank, was merged into the Bank. FFY Bank was originally established as Equity Savings and Loan in 1900. The Company changed the name of its thrift subsidiary, First Federal Savings and Loan Association of Warren, to First Place Bank as part of the merger transaction with FFY. Management’s discussion and analysis represents a review of the Company's consolidated financial condition and results of operations. This review should be read in conjunction with the consolidated financial statements and footnotes. This excerpt taken from the FPFC 10-K filed Sep 13, 2006. General First Place Financial Corp. (Company) was formed as a thrift holding company as a result of the conversion of First Place Bank (Bank), formerly known as First Federal Savings and Loan Association of Warren, from a federally-chartered mutual savings and loan association to a federally-chartered stock savings association in December 1998. At the time of the conversion the Company had total assets of approximately $610 million. First Federal Savings Association of Warren originally opened for business in 1922. As of June 30, 2006, the Company had $3.1 billion in total assets. On June 27, 2006, the Company acquired The Northern Savings & Loan Company of Elyria, Ohio (Northern) and converted it from an Ohio chartered stock savings association to a federally chartered stock savings association. At the time of the merger Northern had total assets of $360 million. On July 25, 2006, the Company’s two federally chartered savings association subsidiaries, Northern and First Place Bank merged into a single association with the name First Place Bank. The retail locations that were part of Northern will continue to operate as the Northern Savings Division of First Place Bank until the first quarter of calendar 2007 when the data processing systems and signage will be converted to the name First Place Bank. Northern began in business in 1920. On May 28, 2004, the Company acquired Franklin Bancorp Inc. (Franklin) and merged Franklin into the Company. At the time of the merger Franklin had total assets of approximately $630 million. Concurrent with the merger, Franklin’s wholly-owned subsidiary, Franklin Bank N.A., converted from a national bank to a federally chartered savings association, Franklin Bank. Effective July 2, 2004, First Place Bank and Franklin Bank were merged into a single federally-chartered stock savings association with the name First Place Bank. Franklin began in business in 1983. The Bank’s Michigan banking business, however, operates as a separate division of First Place Bank under the name Franklin Bank. On December 22, 2000, the Company completed a merger of equals transaction with FFY Financial Corp. (FFY). At the time of the merger FFY had total assets of approximately $680 million. FFY was merged into the Company, and FFY’s thrift subsidiary, FFY Bank, was merged into the Bank. FFY Bank was originally established as Equity Savings and Loan in 1900. The Company changed the name of its thrift subsidiary, First Federal Savings and Loan Association of Warren, to First Place Bank as part of the merger transaction with FFY. On May 12, 2000, the Company acquired The Ravenna Savings Bank (Ravenna) in a tax-free exchange accounted for as a purchase. At the date of acquisition, Ravenna was merged into the Bank. Total assets of Ravenna were approximately $200 million as of the date of acquisition. Ravenna began in business in 1923. Management’s discussion and analysis represents a review of the Company’s consolidated financial condition and results of operations. This review should be read in conjunction with the consolidated financial statements and footnotes. This excerpt taken from the FPFC 10-K filed Sep 9, 2005. General
First Place Financial Corp. (Company) was formed as a thrift holding company as a result of the conversion of First Place Bank (Bank), formerly known as First Federal Savings and Loan Association of Warren, from a federally-chartered mutual savings and loan association to a federally-chartered stock savings association in December 1998. First Federal Savings Association of Warren originally opened for business in 1922.
On May 12, 2000, the Company acquired The Ravenna Savings Bank (Ravenna) in a tax-free exchange accounted for as a purchase. The Company reissued treasury stock valued at $23.9 million on the date the transaction was consummated to acquire all of the outstanding shares of Ravenna. At the date of acquisition, Ravenna was merged into the Bank.
On December 22, 2000, the Company completed a merger of equals transaction with FFY Financial Corp. (FFY). FFY was merged into the Company, and FFY’s thrift subsidiary, FFY Bank, was merged into the Bank. FFY bank was originally established as Equity Savings and Loan in 1900. The Company issued 6,887,022 shares of common stock valued at approximately $68.3 million in the transaction with FFY. The transaction was recorded as a purchase and, accordingly, the operating results of FFY have been included in the Company’s consolidated financial statements since the date of acquisition.
The Company changed the name of its thrift subsidiary, First Federal Savings and Loan Association of Warren, to First Place Bank as part of the merger transaction with FFY.
On May 28, 2004, the Company acquired 100% of the common stock of Franklin Bancorp Inc. (Franklin) and merged Franklin into the Company. The consideration for the Franklin common stock was approximately 50% cash based on $21.00 for each share of Franklin common stock and 50% common stock of the Company exchanged at a ratio of 1.137 shares of First Place Financial Corp. common stock for each share of Franklin common stock. The cash consideration was approximately $39.8 million and the stock consideration consisted of approximately 2,156,000 shares of First Place Financial Corp. common stock valued at $40.8 million. Concurrent with the merger, Franklin’s wholly-owned subsidiary, Franklin Bank N.A., converted from a national bank to a federally chartered savings bank. As of June 30, 2004, both the Bank and Franklin Bank were wholly-owned subsidiaries of the Company. Effective July 2, 2004, First Place Bank and Franklin Bank were merged into a single federally-chartered stock savings bank. That institution has retained the name of First Place Bank. The Bank’s Michigan banking business, however, operates as a separate division of First Place Bank under the name Franklin Bank.
The Company is a community-oriented financial institution engaged primarily in gathering deposits to originate one-to-four family residential mortgage loans, commercial and consumer loans. The Company currently operates 26 retail locations, 2 business financial centers and 15 loan production offices located in Ohio and Michigan and Indiana.
Management’s discussion and analysis represents a review of the Company’s consolidated financial condition and results of operations. This review should be read in conjunction with the consolidated financial statements and footnotes.
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