<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
</TABLE>
FIRST FINANCIAL BANCORP.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FIRST FINANCIAL BANCORP.
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:_______________________________________________________
/X/ 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:_________________________________________________________
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<PAGE> 2
FIRST FINANCIAL BANCORP.
300 High Street
P.O. Box 476
Hamilton, Ohio 45012-0476
NOTICE OF ANNUAL MEETING
OF
SHAREHOLDERS
TO BE HELD APRIL 23, 1996
Hamilton, Ohio
March 15, 1996
To the Shareholders:
The Annual Meeting of Shareholders of First Financial Bancorp. (the
"Corporation") will be held at the FITTON CENTER FOR CREATIVE ARTS, 101 SOUTH
MONUMENT AVENUE, HAMILTON, OHIO 45011, on April 23, 1996, at 2:00 P.M., local
time, for the following purposes:
1. To elect the following five Directors for terms expiring in 1999 (Class
I) as successors to the class of Directors whose terms expire in 1996:
Messrs. Arthur W. Bidwell, Carl R. Fiora, Vaden Fitton, Barry J. Levey
and Stephen S. Marcum.
2. To consider and act upon a proposed amendment to the Corporation's
Regulations regarding the appointment of Directors.
3. To consider and act upon, in their discretion, such other matters as may
properly come before the meeting or any adjournment thereof.
On March 8, 1996, there were 13,022,970 common shares outstanding. Each
shareholder is entitled to one vote for each common share held regarding each
matter properly brought before the meeting. Holders of record of the Corporation
at the close of business on March 8, 1996 are entitled to notice of and to vote
at the Annual Meeting and at any adjournment thereof.
By Order of the Board of Directors,
/s/ Michael R. O'Dell
----------------------------------
Michael R. O'Dell,
Senior Vice President
Chief Financial Officer, and Secretary
EVERY SHAREHOLDER'S VOTE IS IMPORTANT. IF YOU ARE UNABLE TO BE PRESENT AT THE
ANNUAL MEETING, YOU ARE REQUESTED TO COMPLETE AND RETURN PROMPTLY THE ENCLOSED
PROXY SO THAT YOUR SHARES WILL BE REPRESENTED. A STAMPED, ADDRESSED ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE.
<PAGE> 3
FIRST FINANCIAL BANCORP.
300 High Street
P.O. Box 476
Hamilton, Ohio 45012-0476
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APPROXIMATE DATE TO MAIL -- MARCH 15, 1996
On behalf of the Board of Directors of First Financial Bancorp. (the
"Corporation"), a proxy is solicited from you to be used at the Corporation's
Annual Meeting of Shareholders ("Annual Meeting") scheduled for April 23, 1996,
at 2:00 P.M., local time, to be held at the FITTON CENTER FOR CREATIVE ARTS, 101
SOUTH MONUMENT AVENUE, HAMILTON, OHIO 45011.
Proxies in the form enclosed herewith are being solicited on behalf of the
Corporation's Board of Directors. Proxies which are properly executed and
returned will be voted at the Annual Meeting as directed; proxies properly
executed and returned which indicate no direction will be voted in favor of the
proposals set forth in the notice attached hereto and more fully described in
this Proxy Statement. Proxies indicating an abstention from voting on any matter
will be tabulated as a vote withheld on such matter and will be included in
computing the number of shares present for purposes of determining the presence
of a quorum for the shareholders meeting. If a broker indicates on the form of
proxy that it does not have discretionary authority as to certain common shares
to vote on a particular matter, those common shares will be considered as
present but not entitled to vote with respect to that matter. Any shareholder
giving the enclosed proxy has the power to revoke the same prior to its exercise
by filing with the Secretary of the Corporation a written revocation or duly
executed proxy bearing a later date, or by giving notice of revocation in open
meeting.
VOTING SECURITIES
As of March 8, 1996, the record date fixed for the determination of
shareholders entitled to vote at the Annual Meeting, there were 13,022,970
shares of common stock outstanding, which is the only outstanding class of
capital stock of the Corporation. Each such share is entitled to one vote on
each matter properly coming before the Annual Meeting.
PRINCIPAL SHAREHOLDERS
As of March 1, 1996, First National Bank of Southwestern Ohio, Hamilton,
Ohio, and other subsidiary banks, as Trustees, held in trust 2,860,557 shares,
amounting to 22.0% of the outstanding common shares of the Corporation, which
shares are held by them in their fiduciary capacity under various agreements
with them as Trustees. The Trustees have advised the Corporation that they have
sole voting power for 2,494,217 shares, shared voting power for 0 shares, sole
investment power for 1,179,269 shares, and shared investment power for 1,052,206
shares. The Trustees hold 380,505 common shares under trust arrangements for
certain directors and executive officers, and their respective spouses or minor
children, which common shares are also reported in the following table showing
share ownership of directors and executive officers. The Ohio Casualty Insurance
Company, 136 North Third Street, Hamilton, Ohio 45025, a subsidiary of Ohio
Casualty Corporation, is the owner of 565,312 shares, amounting to 4.3% of the
outstanding common shares of the Corporation. In addition, Cincinnati Financial
Corporation, 6200 South Gilmore Road, Fairfield, Ohio 45014, is the owner of
581,606 shares, amounting to 4.5% of the outstanding common shares of the
Corporation. The Board of Directors has no knowledge of any person who owned of
record or beneficially more than 5% of the outstanding common shares of the
Corporation.
<PAGE> 4
SHAREHOLDINGS OF DIRECTORS, EXECUTIVE OFFICERS
AND NOMINEES FOR DIRECTOR
As of March 1, 1996, the directors of the Corporation, including the five
persons intended by the Board of Directors to be nominated for election as
directors, the executive officers of the Corporation named in the Summary
Compensation Table who are not also directors and all executive officers and
directors of the Corporation as a group beneficially owned common shares of the
Corporation as set forth below.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENTAGE
OF BENEFICIAL OWNERSHIP OF
NAME OF COMMON SHARES(15) CLASS(1)
---- ----------------------- ----------
<S> <C> <C>
Arthur W. Bidwell............................................. 37,353(2)
Thomas C. Blake............................................... 51,462(3)
Donald M. Cisle............................................... 152,208(4) 1.2%
Carl R. Fiora................................................. 5,465(5)
Richard J. Fitton............................................. 244,855 1.9%
Vaden Fitton.................................................. 163,369(6) 1.3%
F. Elden Houts................................................ 15,432(7)
Murph Knapke.................................................. 7,016
Charles T. Koehler............................................ 81,909(8)
Barry J. Levey................................................ 42,467
Joseph L. Marcum.............................................. 223,649(9) 1.7%
Stephen S. Marcum............................................. 8,985(10)
Lauren N. Patch............................................... 2,141(11)
Stanley N. Pontius............................................ 22,533
Barry S. Porter............................................... 5,284(12)
Joel H. Schmidt............................................... 27,248(13)
Richard E. Weinman............................................ 33,305(14)
James J. Ashburn.............................................. 34,036
Rick L. Blossom............................................... 12,765
All Executive Officers, Directors, and Nominees as a group
(20 persons)(15)............................................ 1,171,482 9.0%
</TABLE>
- ---------------
(1) Percentages of class are listed only for those owning in excess of one (1%)
percent.
(2) Of these, 535 shares are owned by Mr. Bidwell's wife for which he disclaims
beneficial ownership.
(3) Of these, 11,111 shares are owned by BSS Realty, and 19,292 shares are
owned by Mr. Blake's wife, for which he disclaims beneficial ownership.
(4) Of these, Seward-Murphy Inc., a corporation of which Mr. Cisle owns 40% of
the outstanding voting power and his father, Don S. Cisle, Jr., owns 60% of
the outstanding voting power, owns 147,500 common shares of the
Corporation. Mr. Cisle disclaims beneficial ownership of these shares.
(5) Of these, 982 shares are owned by Mr. Fiora's wife, for which he disclaims
beneficial ownership.
(6) Of these, 6,666 shares are owned by Mr. Fitton's wife, for which he
disclaims beneficial ownership.
(7) Of these, 362 shares are owned by Mr. Houts' wife, for which he disclaims
beneficial ownership.
(8) Of these, 36,400 shares are owned by Mr. Koehler's wife, for which he
disclaims beneficial ownership.
(9) Of these, 30,000 shares are owned by Mr. Marcum's wife, for which he
disclaims beneficial ownership, 18,332 shares are held in Howard Sloneker
Trust D, of which Mr. Marcum's wife is the trustee and beneficiary, for
which he disclaims beneficial ownership, and 11,000 shares are held by Mr.
Marcum's
2
<PAGE> 5
foundation, for which he disclaims beneficial ownership. The shares shown
do not include common shares held by Ohio Casualty Corporation of which Mr.
Marcum is the Chairman of the Board. Mr. Marcum disclaims beneficial
ownership of those shares. Since Mr. Marcum's term as a director expires at
this year's annual meeting of shareholders and Mr. Marcum's age exceeds 70,
Mr. Marcum is not eligible to be nominated for re-election as a director.
(10) Of these, 1,267 shares are owned by Mr. Marcum's wife, for which he
disclaims beneficial ownership and 2,902 shares are owned by their
children, for which he disclaims beneficial ownership.
(11) Does not include common shares held by Ohio Casualty Corporation of which
Mr. Patch is the President and Chief Executive Officer. Mr. Patch disclaims
beneficial ownership of those shares.
(12) Of these, 42 shares are owned by Mr. Porter's son, for which he disclaims
beneficial ownership. The shares shown do not include common shares held by
Ohio Casualty Corporation of which Mr. Porter is Chief Financial Officer.
Mr. Porter disclaims beneficial ownership of those shares.
(13) Of these, 7,508 shares are owned by Mr. Schmidt's wife, for which he
disclaims beneficial ownership.
(14) As of January 12, 1996, Mr. Weinman retired as an executive officer of the
Corporation.
(15) Includes shares subject to outstanding options under the 1991 Stock
Incentive Plan which are exercisable by such individuals within 60 days of
March 1, 1996.
3
<PAGE> 6
ELECTION OF DIRECTORS
The Board of Directors intends that five persons will be nominated for a
three-year term (Class I). On December 31, 1995 Dr. Paul G. Risser resigned as a
director of the Corporation, and on February 27, 1996 the Board of Directors
appointed Donald M. Cisle as a director to fill the vacancy created by Dr.
Risser's resignation. Joseph L. Marcum, a director of the Corporation since
1966, is not standing for re-election pursuant to the Corporation's policy that
directors are not eligible for re-election after attaining age 70. The terms of
the remaining directors in Classes II and III will continue as indicated below.
It is intended that the accompanying proxy will be voted for the election of
those five persons named under Class I in the following table. In the event that
any one or more of such nominees unexpectedly becomes unavailable for
re-election, the accompanying proxy will be voted in accordance with the best
judgment of the proxy holders, including a possible substitute nominee. The five
nominees receiving the most votes at the Annual Meeting will be elected as
directors.
<TABLE>
<CAPTION>
POSITION WITH COMPANY AND/OR
PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR
NAME AND AGE(1) FOR THE LAST FIVE YEARS SINCE(2)
- ------------------------------ -------------------------------------------------- ---------
<S> <C> <C>
NOMINEES:
CLASS I TERM
Expiring in 1999:
Arthur W. Bidwell, President and Chief Executive Officer of Magnode 1990
67 Corp. (maker of aluminum extrusions), Trenton,
Ohio; Director of First National Bank of
Southwestern Ohio, Hamilton, Ohio.
Carl R. Fiora, Retired President and Chief Executive Officer of 1987
61 Armco Steel Co., L.P.; formerly Area Vice
President, Manufacturing and Services Group, Armco
Inc.; entire business career was with Armco Inc.
(diversified steel and energy company); Director
of Russell Metals Inc. (processor and distributor
of metal and metal products) and First National
Bank of Southwestern Ohio, Hamilton, Ohio.
Vaden Fitton, (3) Retired First Vice President of the First National 1965
67 Bank and Trust Company of Hamilton, Hamilton,
Ohio; Director of Ohio Casualty Corporation
(insurance holding company) and First National
Bank of Southwestern Ohio, Hamilton, Ohio.
Barry J. Levey, Chief Executive Officer, The Manchester Inn (a 1985
65 hotel), Middletown, Ohio; Of Counsel to the law
firm of Frost & Jacobs, Middletown, Ohio; Director
of First National Bank of Southwestern Ohio,
Hamilton, Ohio.
Stephen S. Marcum Partner in Parrish, Fryman & Marcum Co., LPA;
38 Director of Ohio Casualty Corporation (insurance
holding company)
DIRECTORS WHOSE TERMS
CONTINUE BEYOND ANNUAL
MEETING IN 1996:
CLASS II TERM
Expiring in 1997:
Richard J. Fitton,(3) Chairman of the Board of First Financial Bancorp.; 1965
68 Chairman and Director of First National Bank of
Southwestern Ohio, Hamilton, Ohio. Retired as
Chief Executive Officer of First Financial
Bancorp. and First National Bank of Southwestern
Ohio effective July, 1992.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
POSITION WITH COMPANY AND/OR
PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR
NAME AND AGE(1) FOR THE LAST FIVE YEARS SINCE(2)
- ------------------------------ -------------------------------------------------- ---------
<S> <C> <C>
Murph Knapke, Owner of Knapke Law Office, Celina, Ohio; Director 1983
48 of The Citizens Commercial Bank & Trust Company,
Celina, Ohio.
Stanley N. Pontius, President and Chief Executive Officer of First 1991
49 Financial Bancorp.; President and Chief Executive
Officer and Director of First National Bank of
Southwestern Ohio, Hamilton, Ohio; formerly
President and Chief Executive Officer of Bank One,
Mansfield, Ohio; held various other positions at
Bank One Corporation for a period of 20 years.
Barry S. Porter, Chief Financial Officer/Treasurer of Ohio Casualty 1988
58 Corporation (insurance holding company) and its
affiliated companies; Director of First National
Bank of Southwestern Ohio, Hamilton, Ohio.
Joel H. Schmidt, Retired President and Chief Executive Officer of 1990
69 McManagment, Inc. and affiliated companies
(restaurant chain) since 1969; Director of First
National Bank of Southwestern Ohio, Hamilton,
Ohio.
CLASS III TERM
Expiring in 1998:
Thomas C. Blake, President of BSS Realty (real estate company); 1973
68 Director of First National Bank of Southwestern
Ohio, Hamilton, Ohio.
F. Elden Houts, Chairman, Chief Executive Officer and Director of 1983
64 The Citizens Commercial Bank & Trust Company,
Celina, Ohio.
Charles T. Koehler, Retired Director and Chairman of the Board of 1971
69 Hamilton Brass & Aluminum Castings Company;
President and Treasurer of Miami-Cast Corp.
(makers of cast brass and aluminum moldings);
Director of First National Bank of Southwestern
Ohio, Hamilton, Ohio.
Lauren N. Patch President, Chief Executive Officer and Director of 1995
44 Ohio Casualty Corporation (insurance holding
company) and its affiliated companies.
Donald M. Cisle President of Don S. Cisle Contractor, Inc. 1996
41 (construction contractor) since 1989.
</TABLE>
- ---------------
(1) Ages are listed as of December 31, 1995.
(2) All directors and nominees are listed at the earlier of their service with
the predecessor entities (First National Bank of Southwestern Ohio, The
First National Bank and Trust Company of Hamilton, and First National Bank
of Middletown), except for Messrs. Bidwell, Cisle, Fiora, Houts, Knapke,
Levey, Marcum, Patch, Porter, Pontius and Schmidt.
(3) Vaden Fitton and Richard J. Fitton are cousins.
PROPOSAL TO AMEND REGULATIONS
The Board of Directors is recommending a change in the Corporation's
governing Regulations. The Regulations provide generally for the governance of
the Corporation in accordance with the corporation laws of Ohio. In the judgment
of the Board, the Regulations require an amendment at this time to provide the
Board flexibility to obtain qualified directors to serve on the Board at times
between the annual meetings of shareholders.
5
<PAGE> 8
The present Section 2.2 of Article II of the Regulations provides that the
Board of Directors may increase or decrease the total membership of the Board
not to exceed twenty-five members nor less than nine members. However, the
present Regulations are silent about: (i) whether an increase in the number of
directors can occur between annual meetings of shareholders and, if so, how the
vacancies resulting from such increase are filled; and (ii) how a vacancy
created by the shareholders' failure at any time to elect the whole authorized
number of directors may be filled. The Board believes that it is advisable to
address these issues and clarify their resolution in an amended Regulation.
Although the Board intends for the election of directors to normally occur at
the annual meeting of shareholders, in the past the Board has found that
occasions arise during a year when a qualified individual may be available to
serve as a director of the Corporation; however, if the Board must wait until
the next annual meeting of shareholders to nominate that individual, that
individual may have accepted other positions and may no longer be available to
serve as a director. In addition, having to wait until the next annual meeting
of shareholders deprives the Board of the individual's skills and talents
unnecessarily. Therefore, the Board recommends that Section 2.2 of Article II of
the Regulations be amended as set forth in Appendix A attached hereto.
RECOMMENDATION.
ADOPTION OF THE PROPOSED AMENDMENT TO THE REGULATIONS TO AMEND SECTION 2.2
OF ARTICLE II OF THE REGULATIONS REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF
A MAJORITY OF THE ISSUED AND OUTSTANDING COMMON SHARES. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR THE PROPOSAL.
EFFECT OF MANAGEMENT VOTE ON PROPOSAL.
In as much as the directors and executive officers of the Corporation own
beneficially 1,171,482 common shares, or 9.0% of the outstanding voting shares,
their votes on the proposal are not likely to have a material impact on whether
this proposal is adopted.
MEETINGS OF THE BOARD OF DIRECTORS
AND COMMITTEES OF THE BOARD
During the last fiscal year, the Board of Directors held five regularly
scheduled meetings and two special meetings. All of the incumbent directors and
each nominee standing for re-election attended more than 75% of the regularly
scheduled and special meetings during the last fiscal year.
Each director received $3,000 as a retainer and $500 per meeting as
director of the Corporation. Each non-employee director is paid $250 for each
committee meeting attended. Pursuant to the 1991 Stock Incentive Plan, each
non-employee director receives in the year in which he is re-elected to the
Board of Directors an option to purchase 2,016 shares of Common Stock. The
exercise price for each option granted is 100% of the fair market value on the
date of grant.
The Board of Directors has a standing Audit Committee, Executive Committee
and a Compensation Committee. The Executive Committee acts as the Nominating
Committee for the Board.
The Audit Committee makes recommendations to the Board of Directors
concerning the selection and engagement of the Corporation's independent
auditors and reviews with them the scope and status of the audit, the fees for
services performed by the firm, and the results of the completed audit. The
Committee also reviews and discusses with the internal audit department,
management and the Board of Directors, such matters as accounting policies,
internal controls and procedures for preparation of financial statements. The
members of the Audit Committee are Thomas C. Blake, Carl R. Fiora, Richard J.
Fitton, Vaden Fitton, Barry S. Porter and Joel H. Schmidt. The Audit Committee
held four meetings during the fiscal year.
The Executive Committee, in the recess of the Board, has the authority to
call a meeting to act upon most corporate matters subject to Board approval. The
Committee acts as the Nominating Committee and makes recommendations to the
Board regarding nominees for election as directors of the Corporation. The
members of the Executive Committee are Arthur W. Bidwell, Thomas C. Blake,
Richard J. Fitton, Vaden
6
<PAGE> 9
Fitton, Charles T. Koehler, Barry J. Levey, Joseph L. Marcum and Stanley N.
Pontius. The Executive Committee held four meetings during the fiscal year.
The Compensation Committee makes recommendations to the Board of Directors
with respect to the compensation of the executive officers of the Corporation
and all benefit plans of the Corporation. The members of the Compensation
Committee are Joseph L. Marcum, Arthur W. Bidwell, Thomas C. Blake, Richard J.
Fitton, Vaden Fitton, Charles T. Koehler, Barry J. Levey and Barry S. Porter.
The Compensation Committee held two meetings during the fiscal year.
The accounting firm of Ernst & Young LLP has served as independent public
auditors for the Corporation and its subsidiaries during the past year.
Management expects that representatives of that firm will be present at the
Annual Meeting, will have the opportunity to make a statement if they desire to
do so, and will be available to respond to appropriate questions.
The Corporation's financial statements for the previous fiscal year were
audited by Ernst & Young LLP. In connection with the audit function, Ernst &
Young LLP also reviewed the Corporation's report on Form 10-K and other filings
with the Securities and Exchange Commission. Ernst & Young LLP also completed
retrospective reviews of the Corporation's quarterly reports on Form 10-Q.
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation paid
during the last three completed fiscal years by the Corporation and its
subsidiaries to (1) the Chief Executive Officer, and (2) each of the four most
highly compensated executive officers of the Corporation whose total salary and
bonus annually exceed $100,000 for services in all capacities for the
Corporation:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------------
AWARDS
-------------------------
ANNUAL COMPENSATION PAYOUTS
--------------------------------- --------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
(2) (3)
OTHER RESTRICTED SECURITIES ALL OTHER
ANNUAL STOCK UNDERLYING LTIP COMPEN-
NAME AND SALARY BONUS COMPENSATION AWARDS OPTIONS/ PAYOUTS SATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) SARS(#) ($) ($)
- ---------------------------------- ---- -------- ------ ------------- ----------- ----------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STANLEY N. PONTIUS(1) 1995 268,004 84,365 0 33,250(4) 0 0 4,500
President and Chief 1994 253,841 73,581 0 0 5,000 0 4,500
Executive Officer 1993 236,380 72,973 0 0 8,333 0 4,497
RICHARD E. WEINMAN 1995 153,941 43,358 0 0 0 0 4,066
Executive Vice President, 1994 135,179 36,717 0 0 3,500 0 4,016
Chief Financial Officer, and 1993 127,280 37,073 0 0 6,249 0 3,690
Secretary/Treasurer
F. ELDEN HOUTS 1995 147,754 34,125 0 0 0 0 4,068
Chairman and Chief Executive 1994 137,978 33,211 0 0 1,875 0 3,944
Officer of The Citizens 1993 126,503 26,882 0 0 3,333 0 3,617
Commercial Bank & Trust
Company, Celina, Ohio
JAMES J. ASHBURN 1995 146,268 33,527 0 0 0 0 4,246
Senior Vice President 1994 135,069 32,897 0 0 2,343 0 4,042
1993 127,555 33,343 0 0 4,166 0 3,716
RICK L. BLOSSOM 1995 132,133 32,656 0 0 0 0 3,814
Senior Vice President 1994 122,574 27,238 0 0 2,343 0 3,629
1993 114,608 27,514 0 0 4,166 0 3,333
</TABLE>
- ---------------
(1) Mr. Pontius' salary for 1995 includes his salary as President and Chief
Executive Officer of First Financial Bancorp. and President and Chief
Executive Officer of First National Bank of Southwestern Ohio.
7
<PAGE> 10
(2) Adjusted for stock dividends of 10% payable January 2, 1993, of 33 1/3%
payable January 3, 1994, and of 25% payable December 1, 1994.
(3) Represents the Corporation's contribution to the thrift plan.
(4) In January 1995 Mr. Pontius received a restricted stock award of 1,000
common shares, all 1,000 shares of which will vest on the fifth anniversary
of the date of the award. Dividends will be paid on the restricted stock.
The Corporation did not make any grants of stock options or stock
appreciation rights to the named executive officers of the Corporation during
the fiscal year ended December 31, 1995.
8
<PAGE> 11
The following table shows aggregate option exercises in the last fiscal
year and year end values.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FY-END(#)(1) AT FY-END($)(2)
----------------- -----------------
SHARES ACQUIRED EXERCISABLE (E)/ EXERCISABLE (E)/
NAME ON EXERCISE(#)(1) VALUE REALIZED($) UNEXERCISABLE (U) UNEXERCISABLE (U)
- -------------------------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Stanley N. Pontius.............. 2,344 28,972 E15,698 E$127,820
U -0- U$ -0-
Richard E. Weinman.............. 3,125 29,063 E 5,128 E$ 26,336
U -0- U$ -0-
F. Elden Houts.................. 3,333 30,997 E 1,875 E$ 5,344
U -0- U$ -0-
James J. Ashburn................ -0- -0- E10,175 E$ 94,774
U -0- U$ -0-
Rick L. Blossom................. 3,131 30,684 E 3,125 E$ 14,537
U -0- U$ -0-
</TABLE>
- ---------------
(1) Adjusted for a stock dividend of 10% payable January 2, 1993, of 33 1/3%
payable January 3, 1994 and of 25% payable December 1, 1994.
(2) Values stated based on the fair market value of $35.25 per share of the
Corporation's Common Stock on December 31, 1995.
The Corporation has no long term incentive plans relating to future
compensation of the Chief Executive Officer or the named executive officers
other than the 1991 Stock Incentive Plan.
PERSONAL BENEFITS
The executive officers of the Corporation and its subsidiaries also receive
certain fringe benefits such as participation in group medical and life
insurance programs which are generally available to employees of the Corporation
and its subsidiaries on a non-discriminatory basis. In addition, the executive
officers are reimbursed for business-related expenses they incur (including
certain club dues and expenses), and some officers also have the use of
Corporation-owned automobiles. Management believes that the costs of
reimbursement of such expenses and providing such automobiles constitute
ordinary and necessary business expenses that facilitate job performance and
minimize work-related expenses incurred by the executive officers. Executive
officers have included in their taxable income the cost of personal use of
Corporation-owned automobiles. Management has concluded that the aggregate
amount of such personal benefits does not exceed, with respect to any executive
officer, the lesser of $50,000 or 10% of the compensation of such person.
BENEFIT PLANS
THRIFT PLAN AND RETIREMENT PLAN. The Corporation and its subsidiaries have
a thrift plan and a retirement plan. These plans cover the majority of the
employees of the Corporation and its subsidiaries, including the officers of the
Corporation. All employees who are 21 years of age and have had one (1) year of
service are covered.
The thrift plan is voluntary and participants may contribute to the plan.
The subsidiaries' contributions are 50% of each participant's contribution
limited to 3% of base salary of each participant and become fully vested when
made. All employees, however, may contribute to the plan in excess of the
matching contributions up to 12% of base salary.
9
<PAGE> 12
In the non-contributory retirement plan, participants are 100% vested after
five (5) years of credited service. The normal retirement benefit at the normal
retirement age (65), effective January 1, 1989, is 1.1% of the average monthly
compensation multiplied by years of service (maximum of 40), plus .6% of average
monthly compensation greater than Social Security covered compensation
multiplied by years of service (maximum of 35). Average monthly compensation is
the average monthly compensation for the five consecutive plan years which
produce the highest average. The estimated benefits accrued during the year
under the retirement plan for each of the officers in the Summary Compensation
Table are not actuarially ascertainable under the methods used for calculation
of the cost to the Corporation by the actuaries. The cost of the retirement plan
for the subsidiaries is set forth in the consolidated financial statements
contained in the Annual Report to shareholders.
Under the retirement plan, amounts that are payable to persons in selected
remuneration and service classifications are:
ESTIMATED ANNUAL BENEFITS
FOR YEARS OF CREDITED SERVICE INDICATED(1)(2)
<TABLE>
<CAPTION>
ANNUAL SALARY 15 20 25 30 35 40
- ------------- ------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 25,000 $ 5,250 $ 7,000 $ 8,375 $ 9,750 $ 11,125 $ 12,500
50,000 11,393 15,191 18,614 22,036 25,459 28,209
75,000 17,768 23,691 29,239 34,786 40,334 44,459
100,000 24,143 32,191 39,864 47,536 55,209 60,709
125,000 30,518 40,691 50,489 60,286 70,084 76,959
150,000 36,893 49,191 61,114 73,036 84,959 93,209
175,000 43,268 57,691 71,739 85,786 99,834 109,459
200,000 49,643 66,191 82,364 98,536 114,709 125,709
225,000 56,018 74,691 92,989 111,286 129,584 141,959
250,000(2) 62,393 83,191 103,614 124,036 144,459 158,209
275,000(2) 63,413 84,551 105,314 126,076 146,839 160,809
300,000(2) 63,413 84,551 105,314 126,076 146,839 160,809
325,000(2) 63,413 84,551 105,314 126,076 146,839 160,809
</TABLE>
- ---------------
(1) Pension amounts shown under the foregoing table are computed on a
straight-line annuity basis prior to deduction for Social Security benefits.
The amounts of covered compensation (columns (c) and (d) of the Summary
Compensation Table) which can be used to compute the estimated annual
benefit and the credited years of participation under the retirement plan
for each of the individuals named in the Summary Compensation Table were as
follows: Stanley N. Pontius -- $334,126 and 4 years; Richard E.
Weinman -- $195,487 and 39 years; F. Elden Houts -- $170,904 and 40 years;
James J. Ashburn -- $178,435 and 19 years; and Rick L. Blossom -- $160,989
and 11 years.
(2) As a result of the provisions of the Internal Revenue Code and the
Non-Qualified Insured Supplemental Retirement Plan, maximum annual
compensation for which benefits will be paid under the pension plan is
$254,000. Messrs. Pontius, Weinman, Ashburn and Blossom (but not Mr. Houts)
participate in the Non-Qualified Insured Supplemental Retirement Plan
implemented during 1994 pursuant to which benefits equal to the benefits
which cannot be paid from the retirement plan by reason of limitations
imposed under the Internal Revenue Code will be paid directly by the
Corporation. (The Corporation has acquired life insurance contracts to
provide the funds for these non-qualified benefits pursuant to the foregoing
plan.)
10
<PAGE> 13
PERFORMANCE GRAPH
The following graph compares the total five year cumulative return of the
Corporation with a group of comparable bank holding companies as an index of the
Corporation's performance against certain Ohio, Indiana and Wisconsin companies
in its industry and a broad market index known as the NASDAQ Market Index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
MEASUREMENT PERIOD NASDAQ BROAD
(FISCAL YEAR COVERED) FFBC PEER GROUP MARKET INDEX
<S> <C> <C> <C>
1990 100 100 100
1991 174.15 158.03 128.38
1992 211.46 216.98 129.64
1993 305.38 270.16 155.50
1994 323.62 276.54 163.26
1995 348.89 344.90 211.77
</TABLE>
The peer issuers in the table are CNB Bancshares, First Financial Bancorp.,
First Financial Corp., First Source Corp., Fort Wayne National, Irwin Financial,
Mid-Am Inc., Old National Bancorp and Provident Bancorp. Each comparison to the
Corporation has been weighted for stock market capitalization of each peer
issuer. The peer group represents certain Ohio, Indiana and Wisconsin bank
holding companies between $500 million and $3 billion in assets which have been
public bank holding companies for more than five years.
The broad market index is a compilation from the NASDAQ Market Index
prepared on a total return basis with dividends reinvested and is composed of
companies (U.S. and foreign) which have been public companies for five years or
more.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
Mr. Pontius, the President and Chief Executive Officer of the Corporation,
is a director of Ohio Casualty Corporation. During 1995, Mr. Joseph Marcum, who
is Chairman of the Board and a director of Ohio Casualty Corporation, served as
Chairman of the Corporation's Compensation Committee, and Mr. Porter, who is
Chief Financial Officer/Treasurer of Ohio Casualty Corporation, served on the
Corporation's Compensation Committee. In addition, Mr. Patch, who is the
President of Ohio Casualty Corporation, was a director of the Corporation during
1995. A banking subsidiary of the Corporation participates (with other banks) in
a loan to Ohio Casualty Corporation, and such loan (a) was made in the ordinary
course of business, (b) was made on substantially the same terms, including
interest and nature of collateral, as those prevailing at the time for
comparable transactions with other persons, and (c) did not involve more than
the normal risk of collectibility or present unfavorable features.
11
<PAGE> 14
COMPENSATION COMMITTEE REPORT
The Compensation Committee's goal in setting executive compensation is to
provide incentives to its executive officers to increase stockholder value. To
achieve this goal, the Compensation Committee authorizes base salaries that are
competitive with those set at bank holding companies of comparable size and
performance and uses programs that personally reward executives for corporate
financial results (i) that are above those of the comparable bank holding
companies and (ii) that have benefited the Corporation's shareholders.
The components of the Corporation's Executive Compensation program are base
salary, a Performance Incentive Compensation Plan ("PIC") and the 1991 Stock
Incentive Plan.
In determining each executive officer's base salary, the Compensation
Committee utilizes studies prepared by Wyatt Data Services of New York ("WDS")
and The Ohio Bankers Association ("OBA") salary survey. The WDS survey compiles
total compensation data based on asset size and geographic region, including
salary ranges, by position, for over 128 banks located nationwide and of similar
size to the Corporation. The WDS survey includes banks owned by several, but not
all, of the peer group issuers of similar asset size and geographic region to
the Corporation. The OBA survey sets forth commercial bank officer salaries in
Ohio, Indiana, Michigan and Illinois. Since the WDS survey's data base is
considerably larger than the OBA's data base, the Compensation Committee uses
the WDS survey as its primary source for comparisons.
After consideration of: (i) a comparison of the Corporation to other banks
contained in the WDS and OBA surveys, and their size, profitability, number of
officers and employees, officers' experience and officers' responsibilities;
(ii) historical compensation data for each of the executive officers; and (iii)
the estimated maximum PIC payouts as a component of total compensation and its
effect on base salary; the Compensation Committee determined the base salaries
of the Chief Executive Officer and the other named executive officers and the
full Board of Directors approved the Committee's recommendations. Mr. Pontius'
1995 compensation is below the WDS midpoint for chief executive officers for
comparable banks. The Committee considers that the other four named executive
officers are, in relation to WDS data, appropriately compensated for their
respective levels of responsibility, performance, knowledge and experience.
The PIC, established in February 1992, covered 42 key executives (including
the named executive officers) of the Corporation and its affiliates. Payouts
under the PIC are based on meeting or exceeding specific pre-set targets. Key
officers are awarded points based on their level of success in reaching
established targets. Each point achieved equals one percent of base salary of
the participant to a pre-set maximum. For 1995, the targeted areas were net
operating earnings combined with return on assets, control of non-interest
expense, net interest margin, loan loss reserve and coverage, with such targeted
areas being weighted differently depending on each executive officer's
responsibilities. The maximum payouts for the named executive officers was as
follows: Mr. Pontius-30 points, each of Messrs. Weinman and Houts-25 points, and
each of Messrs. Ashburn and Blossom-20 points. Mr. Pontius and the other named
executive officers received 100% of their maximum allowable points. For Mr.
Pontius the targeted areas were weighted as follows: net operating earnings
combined with return on assets (56%), control of non-interest expense (22%), net
interest margin (19%) and loan loss reserve coverage (3%) (non-achievement of
the target has a negative impact of up to 6%). The Compensation Committee
approved the PIC targets and percentages, and the Board of Directors approved
the Committee's recommendations. In addition, all employees of First National
Bank of Southwestern Ohio received a year-end bonus equal to 4.0% of their base
salary (except the named executive officers who received 3.5% as in the past and
Mr. Houts who is not an employee of First National Bank of Southwestern Ohio and
did not qualify for this bonus). The Board of Directors determines subjectively
the amount of the bonus.
The Corporation's 1991 Stock Incentive Plan provides incentive compensation
to executive officers that is tied to the enhancement of shareholder value. The
Compensation Committee determined and approved a restricted share grant for the
Chief Executive Officer based on the Committee's subjective evaluation of the
Chief Executive Officer's performance and the Committee's subjective judgment
that the Corporation's profitability and overall 1995 financial performance was
very good.
12
<PAGE> 15
Regarding the compensation of Mr. Pontius, President and Chief Executive
Officer, based on the foregoing, Mr. Pontius received his base salary, a PIC
award of $75,600 and a restricted share grant for 1,000 common shares.
The Compensation Committee is aware of Section 162(m) of the Internal
Revenue Code but believes that it has no application to the Corporation at the
present time based on the present levels and the anticipated levels during the
next few years of qualifying compensation paid to its executive officers.
COMPENSATION COMMITTEE
<TABLE>
<S> <C>
Joseph L. Marcum, Chairman Vaden Fitton
Arthur W. Bidwell Charles T. Koehler
Thomas C. Blake Barry J. Levey
Richard J. Fitton Barry S. Porter
</TABLE>
ANNUAL REPORT
The Corporation's Annual Report for the year ended December 31, 1995, is
being mailed to each shareholder with the Proxy and Proxy Statement.
SHAREHOLDER PROPOSALS
If an eligible shareholder wishes to present a proposal for action at the
next Annual Meeting of the Corporation, it shall be presented to management by
certified mail, written receipt requested, not later than November 17, 1996, for
inclusion in the corporation's Proxy Statement and form of Proxy relating to
that meeting. Any such proposal must comply with Rule 14a-8 promulgated by the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended. Proposals shall be sent to First Financial Bancorp.,
Attention: Michael R. O'Dell, Senior Vice President, Chief Financial Officer,
and Secretary, 300 High Street, P.O. Box 476, Hamilton, Ohio 45012-0476.
OTHER MATTERS
Some of the officers and directors of the Corporation and the companies
with which they are associated are customers of the banking subsidiaries of the
Corporation. The loans to such officers and directors (a) were made in the
ordinary course of business, (b) were made on substantially the same terms,
including interest and nature of collateral, as those prevailing at the time for
comparable transactions with other persons, and (c) did not involve more than
the normal risk of collectibility or present other unfavorable features.
The subsidiaries of the Corporation have had and expect to have in the
future, banking transactions in the ordinary course of business with directors,
officers, principal stockholders, and their associates on the same terms,
including interest rates and collateral on loans, as those prevailing at the
same time for comparable transactions with others.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act requires the Corporation's
officers and directors, and persons who own more than ten percent of a
registered class of the Corporation's equity securities, to file reports of
ownership and changes in ownership on Forms 3, 4, and 5 with the Securities and
Exchange Commission and the National Association of Securities Dealers.
Officers, directors and greater than ten percent shareowners are required to
furnish the Corporation with copies of all Forms 3, 4, and 5 they file.
13
<PAGE> 16
Based solely on the Corporation's review of the copies of such forms it has
received, the Corporation believes that all its officers, directors, and greater
than ten percent beneficial owners complied with all filing requirements
applicable to them with respect to transactions during fiscal 1995.
The Corporation files annually with the Securities and Exchange Commission
an annual report on Form 10-K. This report includes financial statements and
schedules thereto. A SHAREHOLDER OF THE CORPORATION MAY OBTAIN A COPY OF THE
ANNUAL REPORT ON FORM 10-K, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES
THERETO, FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 WITHOUT CHARGE BY
SUBMITTING A WRITTEN REQUEST TO THE FOLLOWING ADDRESS:
FIRST FINANCIAL BANCORP.
Attention: Michael R. O'Dell, Senior Vice President,
Chief Financial Officer, and Secretary
300 High Street
P.O. Box 476
Hamilton, Ohio 45012-0476
Management and the Board of Directors of the Corporation know of no
business to be brought before the meeting other than as set forth in this Proxy
Statement. However, if any matters other than those referred to in this
Statement should properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote such proxy on such matters in
accordance with their best judgment.
The expense of proxy solicitation will be borne by the Corporation. Proxies
will be solicited by mail and may be solicited, for no additional compensation,
by some of the officers, directors and employees of the Corporation or its
subsidiaries, by telephone, telegraph or in person. Brokerage houses and other
custodians, nominees and fiduciaries may be requested to forward soliciting
material to the beneficial owners of shares of the Corporation and will be
reimbursed for their related expenses.
By Order of the Board of Directors,
/s/MICHAEL R. O'DELL
-------------------------------
Michael R. O'Dell, Senior Vice
President,
Chief Financial Officer, and Secretary
March 15, 1996
14
<PAGE> 17
APPENDIX A
SECTION 2.2 NUMBER. The number of directors of the Corporation, which
shall not be less than nine nor more than twenty-five, shall be fifteen until
increased or decreased at any time by the affirmative vote of two-thirds of the
whole authorized number of directors or, at a meeting of the shareholders called
for the purpose of electing directors at which a quorum is present, by the
affirmative vote of the holders of a majority of the shares which are
represented at the meeting and entitled to vote on the proposal. Directors shall
hold office in their respective classes for three-year terms. The election of
directors shall be held at the annual meeting of shareholders for the class year
of directors whose terms expire at the annual meeting, except that a majority of
the directors in office at any time, though less than a majority of the whole
authorized number of directors, may, by the vote of a majority of their number,
fill any director's office that is created by an increase in the number of
directors or by a vacancy; provided, however, that in any period between annual
meetings of shareholders, the directors will not increase the number of
directors by more than three. A vacancy is created by the death, resignation,
removal or incapacity of a director prior to the end of his term or by the
failure of the shareholders at any time to elect the whole authorized number of
directors. A director may be removed for cause. Cause is defined to exist if a
court of law finds a director guilty of a felony or has breached his fiduciary
duty under the laws of Ohio.
<PAGE> 18
FIRST FINANCIAL BANCORP. P R O X Y
ANNUAL MEETING OF SHAREHOLDERS -- APRIL 23, 1996
Each undersigned shareholder of First Financial Bancorp. (the
"Corporation") hereby constitutes and appoints Robert E. Ireland and
Q.R. Reeder, or either of them, with full power of substitution in
each of them, the proxy or proxies of the undersigned to vote only at
the Annual Meeting of Shareholders of the Corporation to be held at
the Fitton Center for Creative Arts, 101 South Monument Avenue,
Hamilton, Ohio 45011, on April 23, 1996, at 2:00 P.M., local time, and
at any adjournment thereof, all of the shares of the Corporation which
the undersigned would be entitled to vote if personally present at
such meeting, or at any adjournment thereof:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
FOLLOWING ITEMS:
1. Election of Directors
/ / FOR ALL NOMINEES LISTED BELOW / / WITHHOLD AUTHORITY
(EXCEPT AS MARKED TO THE CONTRARY BELOW)
CLASS I TERM EXPIRING IN 1999: Arthur W. Bidwell, Carl R. Fiora,
Vaden Fitton, Barry J. Levey and
Stephen S. Marcum
INSTRUCTION: To withhold authority to vote for any individual
nominee, line through the nominee's name listed above.
2. The amendment to the Corporation's Regulations
/ / FOR / / AGAINST / / ABSTAIN
3. To consider and act upon, in their discretion, such other matters
as may properly come before the meeting or any adjournment thereof.
(Continued, and to be signed on the other side)
(continued from other side)
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATION ON
THE REVERSE SIDE. IN THE ABSENCE OF SUCH INDICATION THIS PROXY WILL BE
VOTED FOR THE ELECTION OF EACH OF THE ABOVE NAMED NOMINEES FOR
DIRECTOR.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS and may be
revoked prior to its exercise. Receipt of the accompanying Proxy
Statement is hereby acknowledged.
Dated:__________________________________
Number of Shares:_______________________
________________________________________
________________________________________
SIGNATURE(S) OF SHAREHOLDER(S)
THE SIGNATURE OR SIGNATURES TO THIS
PROXY SHOULD BE THE SAME AS THE NAME
OR NAMES WHICH APPEAR HEREON. PERSONS
SIGNING IN A FIDUCIARY CAPACITY SHOULD
GIVE FULL TITLE AS SUCH.
PLEASE MARK, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED STAMPED ENVELOPE.
