Item 2. Properties
First Place Bank owns its main office building in Warren, Ohio which also serves as a branch office. At June 30, 2001, First Place Bank owned 14 of its branch offices. The remaining 10 branch offices and all seven of the loan production offices were leased.
Item 3.
Item 3. Legal Proceedings
From time to time, First Place is involved either as a plaintiff or defendant in various legal proceedings that arise during the normal course of business. Currently, First Place is not involved in any material legal proceedings.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The information under the caption "Market Prices and Dividends Declared" in the 2001 Annual Report to Stockholders is attached hereto as part of Exhibit 13 and is herein incorporated by reference.
Item 6.
Item 6. Selected Financial Data
The information contained in the 2001 Annual Report to Stockholders under the caption "Selected Financial and Other Data" is attached hereto as part of Exhibit 13 and is herein incorporated by reference.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The information contained in the 2001 Annual Report under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" is attached hereto as part of Exhibit 13 and is herein incorporated by reference.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The information contained in the 2001 Annual Report under the caption "Asset/Liability Management and Market Risk" is attached hereto as part of Exhibit 13 and is herein incorporated by reference.
Item 8.
Item 8. Financial Statements and Supplementary Data
See Item 14 of this report for information concerning financial statements and schedules filed with this report.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Executive Officers of First Place and First Place Bank who are not Directors. The following table sets forth certain information regarding executive officers of the Company and the Bank at June 30, 2001 who are not also directors.
Name
Age at
June 30, 2001 Positions Held with First Place
and First Place Bank
Timothy A. Beaumont Sr. Vice President of First Place Bank
Albert P. Blank Sr. Vice President of First Place Bank
J. Craig Carr
General Counsel and Secretary of
First Place Financial Corp. and
First Place Bank
David S. Hinkle Sr. Vice President of First Place Bank
Brian E. Hoopes Sr. Vice President of First Place Bank
Therese Ann Liutkus
Chief Financial Officer of
First Place Financial Corp.
Richard K. Smith Sr. Vice President and Treasurer of
First Place Bank
Dominique K. Stoeber Sr. Vice President of First Place Bank
Timothy A. Beaumont joined First Place Bank in June 2000 as Senior VicePresident of Commercial Lending. He was previously employed with Mahoning National Bank of Youngstown for nine years as a Vice President of Commercial Lending. He has fifteen years of experience in corporate banking. Mr. Beaumont is a Cum Laude graduate of Hiram College with a degree in Business Administration.
Albert P. Blank joined First Place Bank in November 2000 as the Senior Vice President of Retail Lending, where he is responsible for coordinating retail lending activities, policies and procedures. Prior to joining the Bank, Mr. Blank was the President of Sales for Republic Banc Mortgage Corp.
J. Craig Carr became General Counsel and Secretary of First Place in December 2000. Prior to this position, Mr. Carr had been General Counsel and Secretary of FFY and FFY Bank since January 1999. With FFY Bank since 1973, Mr. Carr is a member of the Ohio State and Mahoning County Bar Associations.
David S. Hinkle was named Senior Vice President of Retail Operations in December 2000. Previously, Mr. Hinkle had served as Vice President of Operations of FFY Bank since January 1996. He began his career with FFY Bank in 1979 as a member of the data processing department.
Brian E. Hoopes joined First Place Bank in August 1998 as Vice President of Banking Systems. He was previously employed with Michelin Tire Corporation for 18 years in positions responsible for electronic data processing and financial operations. His most recent position there was Project Manager for the installation of a new financial software package in North America.
Therese Ann Liutkus, a certified public accountant, became Chief Financial Officer of First Place in December 2000. Prior to this position, Ms. Liutkus served as Treasurer of FFY and FFY Bank since January 1996 and March 1996, respectively, as well as Chief Financial Officer of FFY and FFY Bank since October 1996. Since joining FFY Bank in 1986, Ms. Liutkus has held various senior level positions in the accounting and finance area.
Richard K. Smith, a certified public accountant, joined First Place Bank in 1990 as Assistant Vice President of Finance. In January 1995, he was named Vice President and Treasurer. His primary areas of responsibility are overseeing financial and regulatory reporting, investment policy, interest rate risk policy and internal controls. Mr. Smith has Bachelor of Science degrees in Accounting and Industrial Management from the University of Akron.
Dominique K. Stoeber joined First Place Bank in 1990 as Personnel Manager. In July 1992, she was promoted to Director of Human Resources and in December 1998, to Senior Vice President of Administrative Services. Ms. Stoeber has a Bachelor of Science degree in Human Resource Management from Ohio State University.
Directors of First Place and First Place Bank
Information concerning Directors of First Place and First Place Bank is incorporated herein by reference from the proxy statement for the 2001 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission on or about September 28, 2001.
Item 11.
Item 11. Executive Compensation
Information concerning executive compensation is incorporated herein by reference from the proxy statement for the 2001 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission on or about September 28, 2001.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information concerning security ownership of certain beneficial owners and management is incorporated herein by reference from the proxy statement for the 2001 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission on or about September 28, 2001.
Item 13.
Item 13. Certain Relationships and Related Transactions
Information concerning certain relationships and related transactions is incorporated herein by reference from the proxy statement for the 2001 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission on or about September 28, 2001.
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) (1) Financial Statements
The following information appearing in First Place's Annual Report to Stockholders for the year ended June 30, 2001, is incorporated by reference in this Annual Report on Form 10-K as Exhibit 13.
Annual Report Section Pages in
Annual Report
Selected Financial Data and Other Data 1-2
Management's Discussion and Analysis of Financial 3-11
Condition and Results of Operations
Independent Auditors' Report
Consolidated Statements of Financial Condition as of
June 30, 2001 and 2000
Consolidated Statements of Income for Years Ended
June 30, 2001, 2000 and 1999
Consolidated Statements of Changes in Stockholders'
Equity for Years Ended June 30, 2001, 2000 and 1999 15-16
Consolidated Statements of Cash Flows for Years Ended
June 30, 2001, 2000 and 1999 17-18
Notes to Consolidated Financial Statements 19-51
With the exception of the aforementioned information, First Place's Annual Report to Stockholders for the year ended June 30, 2001, is not deemed filed as part of this Annual Report on Form 10-K.
(a) (2) Financial Statement Schedules
All financial statement schedules have been omitted as the required information is inapplicable or has been included in the Consolidated Financial Statements.
(a) (3) Exhibits
* Filed as exhibits to First Place's Form S-1 registration statement filed on September 9, 1998 (File No. 333-63099) pursuant to the Securities Act of 1933, as amended. All of such previously filed documents are hereby incorporated by reference in accordance with Item 601 of Regulation S-K.
** Filed as an exhibit to First Place's current report on Form 8-K filed on June 1, 2000.
(b) Reports on Form 8-K
During the quarter ended on June 30, 2001, First Place filed a report on Form 8-K on April 18, 2001, announcing third quarter earnings.
SIGNATURES
Pursuant to the requirements of Section 15(d) 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.
By: /s/ Steven R. Lewis
Steven R. Lewis, President and
Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.
/s/ Steven R. Lewis
/s/ Therese A. Liutkus
Steven R. Lewis, President,
Chief Executive Officer and Director
(Principal Executive Officer)
Date: September 27, 2001
Therese A. Liutkus, Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: September 27, 2001
/s/ A. Gary Bitonte
/s/ Robert S. McGeough
A. Gary Bitonte, Director
Date: September 27, 2001
Robert S. McGeough, Director
Date: September 27, 2001
/s/ Donald Cagigas
/s/ W. Terry Patrick
Donald Cagigas, Director
Date: September 27, 2001
W. Terry Patrick, Chairman of the Board
Date: September 27, 2001
/s/ Marie Izzo Cartwright
/s/ E. Jeffrey Rossi
Marie Izzo Cartwright, Director
Date: September 27, 2001
E. Jeffrey Rossi, Director
Date: September 27, 2001
/s/ Jeffrey L. Francis
/s/ Samuel A. Roth
Jeffrey L. Francis, Executive Vice President
Chief Operating Officer and Director
Date: September 27, 2001
Samuel A. Roth, Director
Date: September 27, 2001
/s/ George J. Gentithes
/s/ William A. Russell
George J. Gentithes, Director
Date: September 27, 2001
William A. Russell, Director
Date: September 27, 2001
/s/ Robert P. Grace
/s/ Ronald P. Volpe
Robert P. Grace, Director
Date: September 27, 2001
Ronald P. Volpe, Director
Date: September 27, 2001
/s/ Thomas M. Humphries
/s/ Robert L. Wagmiller
Thomas M. Humphries, Director
Date: September 27, 2001
Robert L. Wagmiller, Director
Date: September 27, 2001
/s/ Earl T. Kissell
Earl T. Kissell, Director
Date: September 27, 2001