DEFA14A 1 0001.txt ADDITIONAL PROXY MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [_] Filed by a Party other than the Registrant [_] Check the appropriate box: [_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) [_] Definitive Proxy Statement [X] Definitive Additional Materials [X] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 FIRST SAVINGS BANCORP, INC. -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------- (5) Total fee paid: ------------------------------------------------------------------------- [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------- (3) Filing Party: ------------------------------------------------------------------------- (4) Date Filed: ------------------------------------------------------------------------- Notes: This information first appeared on June 14, 2000 as a newspaper advertisement in The Pilot, Southern Pines, NC A message to shareholders of First Savings Bancorp We couldn't have said it better ourselves. First Savings Shareholders should be interested in this quote from a June 6, 2000 Industry Research Note, produced by The Robinson-Humphrey Company. "We believe what is most important in valuing deals is relative ownership, EPS growth accretion and return on equity" -- Jefferson Harralson, Analyst, The Robinson-Humphrey Company Here's what Mr. Harralson is talking about: 1. First Savings Shareholders Receive a Good Relative Position of Ownership If you combined what First Bancorp and First Savings earned alone in 1999, First Savings would have contributed about 44% of the combined companies' earnings. However, under the terms of the proposed merger transaction, First Savings shareholders are expected to own about 49% of the combined company. [GRAPH] Comparison: First Savings Expected Ownership versus First Savings Expected Earnings Contribution 25% 35% 45% 55% --- --- --- --- Percentage of Expected Ownership 49% Percentage of Combined Earnings 1999 44% 2. First Savings Shareholders Have Potential to Increase Earnings Growth First Bancorp has been a strong performer. Their earnings per share growth has exceeded First Savings earnings per share growth over the past two years. We believe the combination between First Savings and First Bancorp will provide additional opportunities to increase earnings growth for First Savings shareholders. [GRAPH] Comparison: Diluted Earnings Per Share Growth 1999 1998 ---- ---- First Bancorp 17.21% 12.96% First Savings 4.55% 4.76% 1 3. First Savings Shareholders Have Potential to Increase Return on Shareholders' Equity First Bancorp's return on shareholders' equity has outpaced First Savings over the past two years. We believe that together our two companies will have the potential to enhance return on equity for First Savings shareholders. [GRAPH] Comparison: Return on Shareholders' Equity 1999 1998 ---- ---- First Bancorp 15.56% 14.59% First Savings 8.03% 7.63% Much has been said about "book value". We believe that focusing on book value is the wrong thing to do. We believe, as Mr. Harralson believes, that relative ownership, earnings per share growth and return on shareholders' equity are more important. The merger will make First Savings shareholders part of a banking company that has more of the modern products and services Moore County banking customers want. The Board of Directors of First Savings urges all shareholders to vote "FOR" the merger. Questions? If you have lost your proxy or have any questions, please call us TOLL FREE 888-372-7283 or 910-692-6222 and we will assist you. Shareholders may also get information and assistance from our Proxy Solicitor REGAN & ASSOCIATES - 800-737-3426 [LOGO] The above presentation is not a prediction of the future, and is not necessarily indicative of the results that would have occurred if the merger had been consummated at or prior to January 1, 1999. Shareholders are encouraged to read the joint proxy statement/prospectus carefully before they vote on the merger. The above information has been provided by the board of directors of First Savings Bancorp, Inc. First Bancorp and First Savings Bancorp have filed a joint proxy statement/prospectus and other documents concerning the merger with the United States Securities and Exchange Commission ("SEC") and have mailed the joint proxy statement/prospectus to their shareholders. These documents contain important information and we urge you to read the joint proxy statement/prospectus and other documents filed with the SEC carefully. You can obtain the documents free from the SEC's website, www.sec.gov. Our officers' and directors' interests in First Savings (stock, contracts, etc.) are described in First Savings' September 24, 1999 proxy statement which is also available on the SEC website. In addition, you may obtain free copies of these documents from the Corporate Secretary of First Savings Bancorp, P.O. Box 1657, Southern Pines, North Carolina 28388-1657, telephone (910) 692-6222. 2