<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended JUNE 30, 1997
----------------------------
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
----------------- ---------------------
Commission file number 0-12379
----------
FIRST FINANCIAL BANCORP.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-1042001
- ------------------------------------------ -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 High Street, Hamilton, Ohio 45011
- ------------------------------------------ -----------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (513) 867-4700
-----------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- ----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at August 1, 1997
- ---------------------------------- ---------------------------------
Common stock, $8.00 par value 15,045,477
<PAGE> 2
FIRST FINANCIAL BANCORP.
INDEX
<TABLE>
<CAPTION>
Page No.
--------
Part I-Financial Information
<S> <C>
Consolidated Balance Sheets -
June 30, 1997 and December 31, 1996 1
Consolidated Statements of Earnings -
Six and Three Months Ended June 30, 1997 and 1996 2
Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1997 and 1996 3
Notes to Consolidated Financial Statements 5
Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Part II-Other Information
Item 4 Submission of Matters to a Vote of Security Holders 14
Item 6 Exhibits and Reports on Form 8-K 15
Signatures 16
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
FIRST FINANCIAL BANCORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited, dollars in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
------------ -----------
<S> <C> <C>
ASSETS
Cash and due from banks $ 120,547 $ 110,767
Interest-bearing deposits with other banks 2,106 5,079
Federal funds sold and securities purchased
under agreements to resell 5,930 12,201
Investment securities held-to-maturity, at cost
(market value - $69,638 at June 30, 1997 and
$83,441 at December 31, 1996) 65,981 78,945
Investment securities available-for-sale,
at market value (cost of $310,428 at June 30, 1997
and $288,829 at December 31, 1996) 312,672 290,701
Loans
Commercial 440,876 398,034
Real estate-construction 40,470 43,262
Real estate-mortgage 904,904 863,414
Installment 395,876 366,051
Credit card 15,390 16,107
Lease financing 17,944 14,821
----------- -----------
Total loans 1,815,460 1,701,689
Less
Unearned income 1,473 1,425
Allowance for loan losses 24,553 22,672
----------- -----------
Net loans 1,789,434 1,677,592
Premises and equipment 43,518 42,633
Deferred income taxes 2,310 2,802
Accrued interest and other assets 51,536 40,991
----------- -----------
TOTAL ASSETS $ 2,394,034 $ 2,261,711
=========== ===========
LIABILITIES
Deposits
Noninterest-bearing $ 250,348 $ 238,415
Interest-bearing 1,695,009 1,641,551
----------- -----------
Total deposits 1,945,357 1,879,966
Short-term borrowings
Federal funds purchased and securities sold
under agreements to repurchase 73,174 35,304
Federal Home Loan Bank borrowings 64,500 56,500
Other 2,106 1,975
----------- -----------
Total short-term borrowings 139,780 93,779
Long-term borrowings 11,161 6,506
Accrued interest and other liabilities 23,225 22,978
----------- -----------
TOTAL LIABILITIES 2,119,523 2,003,229
SHAREHOLDERS' EQUITY
Common stock - par value, $8 per share
Authorized - 60,000,000 shares
Issued - 15,050,158 in 1997 and 14,727,772 in 1996 120,401 117,822
Surplus 45,302 47,125
Retained earnings 108,012 93,369
Unrealized net gains on investment securities
available-for-sale, net of deferred income taxes 1,398 1,162
Restricted stock awards (395) (220)
Treasury stock, at cost, 6,898 and 25,907 shares (207) (776)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 274,511 258,482
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,394,034 $ 2,261,711
=========== ===========
</TABLE>
See notes to consolidated financial statements.
1
<PAGE> 4
FIRST FINANCIAL BANCORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Six months ended Three months ended
June 30, June 30,
---------------- ------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans, including fees $ 79,718 $ 70,112 $ 40,702 $ 35,637
Investment securities
Taxable 9,858 9,471 5,115 4,761
Tax-exempt 2,606 3,045 1,269 1,559
--------- --------- --------- ---------
Total investment interest 12,464 12,516 6,384 6,320
Interest-bearing deposits with
other banks 133 238 54 120
Federal funds sold and securities
purchased under agreements to resell 321 330 127 182
--------- --------- --------- ---------
TOTAL INTEREST INCOME 92,636 83,196 47,267 42,259
INTEREST EXPENSE
Deposits 34,083 32,646 17,258 16,448
Short-term borrowings 2,538 1,095 1,390 538
Long-term borrowings 324 115 166 63
--------- --------- --------- ---------
TOTAL INTEREST EXPENSE 36,945 33,856 18,814 17,049
--------- --------- --------- ---------
NET INTEREST INCOME 55,691 49,340 28,453 25,210
Provision for loan losses 1,983 1,370 1,123 764
--------- --------- --------- ---------
Net interest income after
provision for loan losses 53,708 47,970 27,330 24,446
NONINTEREST INCOME
Service charges on deposit accounts 4,883 4,525 2,510 2,342
Trust income 4,802 4,160 2,347 2,074
Investment securities gains (losses) 7 (3) (2) (3)
Other 2,725 1,980 1,375 992
--------- --------- --------- ---------
Total noninterest income 12,417 10,662 6,230 5,405
NONINTEREST EXPENSES
Salaries and employee benefits 20,221 18,327 9,982 9,181
Net occupancy expenses 2,502 2,352 1,191 1,137
Furniture and equipment expenses 2,212 1,891 1,101 960
Data processing expenses 2,417 2,354 1,189 1,185
Deposit insurance expense 172 393 107 182
State taxes 838 838 431 422
Other 8,869 7,762 4,710 3,722
--------- --------- --------- ---------
Total noninterest expenses 37,231 33,917 18,711 16,789
--------- --------- --------- ---------
Income before income taxes 28,894 24,715 14,849 13,062
Income tax expense 9,466 7,844 4,835 4,017
--------- --------- --------- ---------
NET EARNINGS $ 19,428 $ 16,871 $ 10,014 $ 9,045
========= ========= ========= =========
Net earnings per common share $ 1.29 $ 1.16 $ 0.67 $ 0.61
========= ========= ========= =========
Cash dividends declared per share $ 0.60 $ 0.54 $ 0.30 $ 0.27
========= ========= ========= =========
Average shares outstanding 15,034,688 14,523,462 15,039,007 14,725,051
========== ========== ========== ==========
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 5
FIRST FINANCIAL BANCORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, dollars in thousands)
<TABLE>
<CAPTION>
Six months ended
June 30,
----------------------
1997 1996
-------- ----------
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings $ 19,428 $ 16,871
Adjustments to reconcile net earnings to net cash
provided by operating activities
Provision for loan losses 1,983 1,370
Provision for depreciation and amortization 2,462 1,860
Net amortization of investment security
premiums and accretion of discounts 293 320
Realized investment security (gains) losses (7) 3
Originations of mortgage loans held for sale (24,071) (20,026)
Gains from sales of mortgage loans held for sale (324) (234)
Proceeds from sale of mortgage loans held for sale 24,395 20,260
Deferred income taxes 481 36
Increase in interest receivable (960) (270)
Increase in cash surrender value of life insurance (3,158) (8,073)
Increase in prepaid expenses (1,362) (732)
(Decrease) increase in accrued expenses (1,031) 882
Increase (decrease) in interest payable 49 (356)
Other (927) (734)
---------- ----------
Net cash provided by operating activities 17,251 11,177
INVESTING ACTIVITIES
Proceeds from sales of investment securities
available-for-sale 501 0
Proceeds from calls, paydowns and maturities of
investment securities available-for-sale 42,073 89,648
Purchases of investment securities available-for-sale (45,112) (87,836)
Proceeds from calls, paydowns and maturities of
investment securities held-to-maturity 14,051 8,813
Purchases of investment securities held-to-maturity (806) (1,600)
Net decrease in interest-bearing deposits
with other banks 2,973 497
Net decrease in federal funds sold and securities
purchased under agreements to resell 17,972 28,951
Net increase in loans and leases (57,352) (52,011)
Recoveries from loans and leases previously charged off 543 565
Proceeds from disposal of other real estate owned 379 53
Cash acquired in merger 8,288 1,845
Purchase of other financial institutions, net
of cash acquired (5,909) 0
Purchases of premises and equipment (1,684) (2,416)
---------- ----------
Net cash used in investing activities (24,083) (13,491)
FINANCING ACTIVITIES
Net decrease in total deposits (25,283) (27,778)
Net increase in short-term borrowings 46,001 28,761
Increase in long-term borrowings 4,655 1,721
Cash dividends declared (9,023) (7,923)
Purchase of common stock 0 (464)
Proceeds from exercise of stock options, net of shares
purchased 262 117
---------- ---------
Net cash provided by (used in) financing activities 16,612 (5,566)
---------- ----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 9,780 (7,880)
Cash and cash equivalents at beginning of period 110,767 108,685
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $120,547 $100,805
========== =========
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
FIRST FINANCIAL BANCORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
Six months ended
June 30,
--------------------
1997 1996
---- ----
<S> <C> <C>
Supplemental disclosures
Interest paid $ 39,012 $ 33,945
========== =========
Income taxes paid $ 10,985 $ 7,849
========== =========
Recognition of deferred tax (liabilities) assets
attributable to FASB Statement No. 115 $ (136) $ 979
========== =========
Acquisition of other real estate owned through
foreclosure $ 315 $ 198
========== =========
Issuance of restricted stock awards $ 226 $ 226
========== =========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 7
FIRST FINANCIAL BANCORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The consolidated financial statements for interim periods are unaudited;
however, in the opinion of the management of First Financial Bancorp.
("Bancorp"), all adjustments (consisting of only normal recurring adjustments)
necessary for a fair presentation have been included.
NOTE 1: BASIS OF PRESENTATION
The consolidated financial statements of Bancorp, a bank and savings and loan
holding company, include the accounts of Bancorp and its wholly-owned
subsidiaries - First National Bank of Southwestern Ohio, Citizens Commercial
Bank & Trust Company, Van Wert National Bank, Union Trust Bank, Indiana Lawrence
Bank, Fidelity Federal Savings Bank, Citizens First State Bank, Home Federal
Bank, A Federal Savings Bank, Union Bank & Trust Company, The Clyde Savings Bank
Company, Peoples Bank and Trust Company, Bright National Bank, First Finance
Mortgage Company of Southwestern Ohio, Farmers State Bank, National Bank of
Hastings and Vevay Deposit Bank. All significant intercompany transactions and
accounts have been eliminated in consolidation. Goodwill arising from the
acquisition of subsidiaries is being amortized over varying periods, none of
which exceeds 25 years. Core deposit balances are being amortized over varying
periods, none of which exceeds 10 years.
The accompanying financial statements have been prepared in accordance with the
instructions for Form 10-Q and, therefore, do not include all information and
footnotes necessary to be in conformity with generally accepted accounting
principles.
The Consolidated Statements of Cash Flows has been presented utilizing the
indirect method. For purposes of the Consolidated Statements of Cash Flows,
Bancorp considers cash and due from banks as cash and cash equivalents.
Average common shares outstanding have been adjusted for a 10% stock dividend
declared by the Board of Directors on September 24, 1996, payable on November 1,
1996. Appropriately, shares outstanding and earnings and dividends per share in
the accompanying financial statements have been restated to reflect the
above-mentioned stock dividend. The 10% stock dividend was recorded by
transferring the fair market value of the shares issued from retained earnings
to common stock and surplus. The assumed exercise of stock options would not
have a materially dilutive effect; therefore, fully diluted earnings per share
is not presented.
NOTE 2: FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
In the normal course of business, Bancorp offers a variety of financial
instruments with offbalance sheet risk to its customers to aid them in meeting
their requirements for liquidity and credit enhancement and to reduce its own
exposure to fluctuations in interest rates. These financial instruments include
standby letters of credit and commitments outstanding to extend credit.
Generally accepted accounting principles do not require these financial
instruments to be recorded in the consolidated financial statements, and
accordingly, they are not. Bancorp does not use off-balance sheet derivative
financial instruments (such as interest rate swaps) as defined in the Financial
Accounting Standards Board's (FASB) Statement No. 119 "Disclosure about
Derivative Financial Instruments and Fair Value of Financial Instruments".
5
<PAGE> 8
Bancorp's exposure to credit loss in the event of nonperformance by the other
party to the financial instrument for standby letters of credit and commitments
outstanding to extend credit is represented by the contractual amounts of those
instruments. Bancorp uses the same credit policies in making commitments and
conditional obligations as it does for on-balance sheet instruments. Following
is a discussion of these transactions.
Standby letters of credit are conditional commitments issued by Bancorp to
guarantee the performance of a customer to a third party. Bancorp's portfolio of
standby letters of credit consists primarily of performance assurances made on
behalf of customers who have a contractual commitment to produce or deliver
goods or services. The risk to Bancorp arises from its obligation to make
payment in the event of the customers' contractual default. As of June 30, 1997,
Bancorp had issued standby letters of credit aggregating $20,087,000 compared to
$9,706,000 issued as of December 31, 1996. Management conducts regular reviews
of these instruments on an individual customer basis, and the results are
considered in assessing the adequacy of Bancorp's allowance for loan losses.
Management does not anticipate any material losses as a result of these letters
of credit.
Loan commitments are agreements to lend to a customer as long as there is no
violation of any condition established in the contract. Commitments generally
have fixed expiration dates or other termination clauses and may require payment
of a fee. Since many of the commitments are expected to expire without being
drawn upon, the total commitment amounts do not necessarily represent future
cash requirements. Bancorp evaluates each customer's creditworthiness on an
individual basis. The amount of collateral obtained, if deemed necessary by
Bancorp upon extension of credit, is based on management's credit evaluation of
the counterparty. The collateral held varies, but may include securities, real
estate, inventory, plant, or equipment. Bancorp had commitments outstanding to
extend credit totaling $303,705,000 at June 30, 1997 and $270,232,000 at
December 31, 1996. Management does not anticipate any material losses as a
result of these commitments.
NOTE 3: BUSINESS COMBINATIONS
On June 1, 1997, Bancorp paid $7,800,000 in cash for all the outstanding common
stock of Southeastern Indiana Bancorp (SIB). Upon consummation of the merger,
SIB was merged out of existence and its only subsidiary, Vevay Deposit Bank,
became a wholly owned subsidiary of Bancorp. Vevay Deposit Bank has its main
office and two other offices in Vevay, Indiana and one office in East
Enterprise, Indiana. This merger was accounted for using the purchase method of
accounting and, accordingly, the consolidated financial statements include Vevay
Deposit Bank's results of operations from the date of acquisition.
On January 1, 1997, Bancorp issued 322,386 shares of its common stock in
exchange for all the outstanding common stock of Hastings Financial Corporation
(Hastings) of Hastings, Michigan. Upon consummation of the merger, Hastings was
merged out of existence and National Bank of Hastings, Hastings' only subsidiary
became a wholly owned subsidiary of Bancorp. This merger was accounted for as an
immaterial pooling-of-interests and accordingly, the consolidated financial
statements, including earnings per share, were not restated for periods prior to
January 1, 1997.
6
<PAGE> 9
NOTE 4: PENDING MERGERS AND ACQUISITIONS
On June 23, 1997, Bancorp announced its intentions to merge two of its wholly
owned subsidiaries, Citizens Commercial Bank (Citizens) and Van Wert National
Bank (Van Wert). The newly formed bank will be operating under a new name which
has not yet been selected. Subject to regulatory approval, the merger is
expected to be completed in the fourth quarter of 1997.
In addition, the combined banks plan to acquire a cluster of branches currently
owned by KeyBank National Association (Key), Cleveland, Ohio. The group of Key
offices includes 11 branches in Mercer, Auglaize, Allen, Paulding and Williams
counties with deposits of approximately $240,000,000. This acquisition is also
expected to be completed in the fourth quarter of 1997.
NOTE 5: ACCOUNTING CHANGES
SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities," was released in June 1996 and was effective for
transactions occurring after December 31, 1996. Early adoption of SFAS No. 125
was not permitted. Under the provisions of SFAS No. 125, each party to a
transaction recognizes only assets it controls and liabilities it has incurred,
derecognizes assets only when control has been surrendered and derecognizes
liabilities only when they have been extinguished. Transactions are to be
separated into components and separate assets and liabilities may need to be
recorded for the different components. The financial impact of adopting this
statement was immaterial.
7
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FIRST FINANCIAL BANCORP. AND SUBSIDIARIES
<TABLE>
<CAPTION>
SELECTED QUARTERLY FINANCIAL DATA
1997 1996
----------------------- ------------------------------------
JUN. 30 MAR. 31 DEC. 31 SEP. 30 JUN. 30
---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
NET EARNINGS $ 10,014 $ 9,414 $ 9,489 $ 7,580 $ 9,045
AVERAGE CONSOLIDATED BALANCE SHEET ITEMS:
LOANS LESS UNEARNED INCOME 1,770,479 1,730,946 1,665,127 1,635,564 1,588,249
INVESTMENT SECURITIES 373,697 369,438 376,345 381,986 380,887
OTHER EARNING ASSETS 12,549 20,266 15,131 12,848 22,283
---------- ---------- ---------- ---------- ----------
TOTAL EARNING ASSETS 2,156,725 2,120,650 2,056,603 2,030,398 1,991,419
TOTAL ASSETS 2,320,075 2,281,811 2,211,307 2,180,410 2,137,669
DEPOSITS 1,907,229 1,888,159 1,813,974 1,803,351 1,813,461
SHAREHOLDERS' EQUITY 269,380 266,008 255,733 249,941 247,468
KEY RATIOS:
AVERAGE EQUITY TO AVERAGE TOTAL ASSETS 11.61% 11.66% 11.56% 11.46% 11.58%
RETURN ON AVERAGE TOTAL ASSETS 1.73% 1.65% 1.72% 1.39% 1.69%
RETURN ON AVERAGE EQUITY 14.87% 14.16% 14.84% 12.13% 14.62%
NET INTEREST MARGIN (FULLY TAX EQUIVALENT) 5.41% 5.29% 5.31% 5.25% 5.25%
</TABLE>
NET INTEREST INCOME
Net interest income, the principal source of earnings, is the amount by which
interest and fees generated by earning assets exceed the interest costs of
liabilities obtained to fund them. For analytical purposes, interest income
presented in the table below has been adjusted to a tax equivalent basis
assuming a 35% marginal tax rate for interest earned on tax-exempt assets such
as municipal loans, tax-free leases and investments. This is to recognize the
income tax savings which facilitates a comparison between taxable and tax-exempt
assets. The tax equivalent adjustment to interest income has been declining due
to increased calls and maturities of tax-exempt securities. As shown below, net
interest income on a fully tax equivalent basis has increased $3,079,000 over
the second quarter of 1996 and $1,178,000 over the first quarter of 1997.
Continued loan growth, in all major categories of loans, contributed to higher
net interest income in the second quarter of 1997.
<TABLE>
<CAPTION>
QUARTER ENDED
1997 1996
------------------ -----------------------------
JUN. 30 MAR. 31 DEC. 31 SEP. 30 JUN. 30
------- ------- ------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
INTEREST INCOME $47,267 $45,369 $44,497 $43,582 $42,259
INTEREST EXPENSE 18,814 18,131 18,058 17,793 17,049
------- ------- ------- ------- -------
NET INTEREST INCOME 28,453 27,238 26,439 25,789 25,210
TAX EQUIVALENT ADJUSTMENT TO INTEREST INCOME 745 782 856 879 909
------- ------- ------- ------- -------
NET INTEREST INCOME (FULLY TAX EQUIVALENT) $29,198 $28,020 $27,295 $26,668 $26,119
======= ======= ======= ======= =======
</TABLE>
RATE/VOLUME ANALYSIS
The impact of changes in volume and interest rates on net interest income is
illustrated in the table on the following page. As shown, an increase in rates
had a significant impact on both interest income and interest expense for the
six month period and three month period ended June 30, 1997 in comparison to
1996. The increase in rates had more impact on interest income than interest
expense. The primary factor, however, for increased net interest income for the
periods presented was a significant increase in the volume of earning assets.
The change in interest due to the combined effect of both rate and volume has
been allocated to the volume and rate variance on a prorated basis.
8
<PAGE> 11
<TABLE>
<CAPTION>
SIX MONTHS THREE MONTHS
ENDED CHANGE DUE TO: ENDED CHANGE DUE TO:
JUN. 30, 1997 ------------------- JUN. 30, 1997 -----------------
OVER 1996 RATE VOLUME OVER 1996 RATE VOLUME
------------- -------- -------- ------------- -------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
INTEREST INCOME $ 9,440 $ 1,542 $ 7,898 $ 5,008 $ 1,419 $ 3,589
INTEREST EXPENSE 3,089 524 2,565 1,765 258 1,507
-------- -------- -------- -------- -------- --------
NET INTEREST INCOME $ 6,351 $ 1,018 $ 5,333 $ 3,243 $ 1,161 $ 2,082
======== ======== ======== ======== ======== ========
</TABLE>
OPERATING RESULTS
Net operating income represents net earnings before net securities transactions.
Net operating income for the first six months of 1997 was $19,416,000 which was
an increase of $2,571,000 or 15.3% over that reported in the same period in
1996. This increase in net operating income can be primarily attributed to an
increase in net interest income of $6,351,000 or 12.9%. Noninterest income,
excluding securities transactions, for the first six months of 1997 increased
16.4% in comparison to the same period in 1996 as a result of new services and
fees. These positive variances were offset by increases in provision for loan
losses, noninterest expense and income tax expense. The increase in income tax
expense is discussed in the next section. The increase in noninterest expense
was 9.77%.
Net operating income for the second quarter of 1997 increased $979,000 of 10.8%
over the same period in 1996 due to the same reasons discussed above.
INCOME TAXES
For the first six months of 1997, income tax expense was $9,466,000 compared to
$7,844,000 for the same period in 1996, or an increase of $1,622,000. In 1997,
$9,471,000 of the tax expense was related to operating income with a tax benefit
of $5,000 related to securities transactions. In the first six months of 1996,
income tax expense related to operating income was $7,873,000 with a tax benefit
related to securities transactions of $29,000. The increase in taxes on
operating income was due to the increase in operating income before taxes and
securities transactions of $4,169,000 or 16.9% over that reported for the first
six months of 1996 and a higher effective tax rate for the period in 1997. The
higher effective tax rate was primarily attributable to significant calls and
maturities of tax-exempt securities which decreased tax-exempt income.
Income tax expense for the second quarter of 1997 was $4,835,000 compared to
$4,017,000 for the same period in 1996, which was an increase of $818,000. Tax
expense relating to operating income totaled $4,843,000 and $4,036,000 for the
quarters ended June 30, 1997 and 1996, respectively, with tax benefits related
to securities transactions of $8,000 in 1997 and $19,000 in 1996.
NET EARNINGS
Net earnings for the first six months of 1997 were $2,557,000 or 15.2% greater
than that recorded during the same period in 1996. As was discussed previously,
net operating income was $19,416,000 which was 15.3% greater than the same
period in 1996. Net securities gains through June 30, 1997 were $12,000 compared
to $26,000 for the period ending June 30, 1996.
Net earnings for the three months ended June 30, 1997 were $969,000 or 10.7%
greater than the same period in 1996. As was discussed above, net operating
income was $10,008,000 or 10.8% greater than second quarter 1996. Net security
gains for the second quarter of 1997 and 1996 were $6,000 and $16,000,
respectively.
9
<PAGE> 12
ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is maintained at a level believed adequate by
management to absorb estimated probable credit losses. Management's periodic
evaluation of the adequacy of the allowance is based on Bancorp's past loan loss
experience, known and inherent risks in the portfolio, adverse situations that
may affect the borrower's ability to repay (including the timing of future
payments), the estimated value of any underlying collateral, composition of the
loan portfolio, current economic conditions, and other relevant factors. This
evaluation is inherently subjective as it requires material estimates including
the amounts and timing of future cash flows expected to be received on impaired
loans that may be susceptible to significant change.
At June 30, 1997 and 1996, the recorded investment in loans that are considered
to be impaired under FASB Statement No. 114 was $3,023,000 and $1,612,000,
respectively, all of which were on a nonaccrual basis. The related allowance for
loan losses on these impaired loans was $1,136,000 at June 30, 1997 and $437,000
at June 30, 1996. There were no impaired loans that as a result of write-downs
did not have an allowance for loan losses. The average recorded investment in
impaired loans for the respective six months and quarters ended June 30, 1997
and 1996, was approximately $3,032,000 and $3,023,000 for 1997 and $1,786,000
for both periods in 1996. For the six months and quarter ended June 30, 1997,
Bancorp recognized interest income on those impaired loans of $107,000 and
$43,000 compared to $27,000 and $11,000 for the same periods in 1996. Bancorp
recognizes income on impaired loans using the cash basis method. The table below
indicates the activity in the allowance for loan losses for the quarters
presented.
<TABLE>
<CAPTION>
QUARTER ENDED
1997 1996
--------------------- ----------------------------------
JUN. 30 MAR. 31 DEC. 31 SEP. 30 JUN. 30
-------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE AT BEGINNING OF PERIOD $ 23,651 $ 22,672 $ 21,972 $ 21,605 $ 20,659
ALLOWANCE ACQUIRED THROUGH MERGER 474 438 869 723
PROVISION FOR LOAN LOSSES 1,123 860 966 1,097 764
LOANS CHARGED OFF (892) (665) (1,447) (1,026) (880)
RECOVERIES 197 346 312 296 339
-------- -------- -------- -------- --------
NET CHARGE OFFS (695) (319) (1,135) (730) (541)
-------- -------- -------- -------- --------
BALANCE AT END OF PERIOD $ 24,553 $ 23,651 $ 22,672 $ 21,972 $ 21,605
======== ======== ======== ======== ========
RATIOS:
ALLOWANCE TO PERIOD END LOANS,
NET OF UNEARNED INCOME 1.35% 1.36% 1.33% 1.33% 1.34%
RECOVERIES TO CHARGE OFFS 22.09% 52.03% 21.56% 28.85% 38.52%
ALLOWANCE AS A MULTIPLE OF
NET CHARGE OFFS 35.33X 74.14X 19.98X 30.10X 39.94X
</TABLE>
NONPERFORMING/UNDERPERFORMING ASSETS
The table on the following page shows the categories which are included in
nonperforming and underperforming assets.
Nonperforming assets increased $1,700,000 or 27.1% in the second quarter of 1997
when compared to the second quarter of 1996, and in that same period, accruing
loans past due 90 days or more decreased $172,000. Nonperforming assets
increased $475,000 or 6.33% in the second quarter of 1997 when compared to the
first quarter of 1997. There were no individually large loans contributing to
this increase. While the increase may seem large, the level of nonperforming
assets as a percentage of loans in the current quarter has only increased a
small amount compared to 1996 levels. Accruing loans, including loans impaired
under FASB Statement No. 114, which are past due 90 days or more where there is
not a likelihood of
10
<PAGE> 13
becoming current are transferred to nonaccrual loans. However, those loans,
which management feels will become current and, therefore accruing, will be
classified as "Accruing loans 90 days or more past due" until they become
current.
<TABLE>
<CAPTION>
QUARTER ENDED
1997 1996
------------------- -------------------------------
JUN. 30 MAR. 31 DEC. 31 SEP. 30 JUN. 30
------- ------- ------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
NONACCRUAL LOANS $ 7,089 $ 6,611 $ 4,850 $ 5,028 $ 3,931
RESTRUCTURED LOANS 704 550 890 507 573
OREO/ISF* 188 345 264 1,118 1,777
------- ------- ------- ------- -------
TOTAL NONPERFORMING ASSETS 7,981 7,506 6,004 6,653 6,281
ACCRUING LOANS PAST DUE
90 DAYS OR MORE 1,026 1,009 906 1,238 1,198
------- ------- ------- ------- -------
TOTAL UNDERPERFORMING ASSETS $ 9,007 $ 8,515 $ 6,910 $ 7,891 $ 7,479
======= ======= ======= ======= =======
NONPERFORMING ASSETS AS A PERCENT
OF LOANS, NET OF UNEARNED INCOME
PLUS OREO/ISF 0.44% 0.43% 0.35% 0.40% 0.39%
======= ======= ======= ======= =======
UNDERPERFORMING ASSETS AS A PERCENT
OF LOANS, NET OF UNEARNED INCOME
PLUS OREO/ISF 0.50% 0.49% 0.41% 0.48% 0.46%
======= ======= ======= ======= =======
</TABLE>
*OTHER REAL ESTATE OWNED/IN-SUBSTANCE FORECLOSURE
In accordance with FASB Statement No. 114, a loan is classified as in-substance
foreclosure when Bancorp has taken possession of the collateral regardless of
whether formal foreclosure proceedings take place.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity management is the process by which Bancorp provides for the continuing
flow of funds necessary to meet its financial commitments on a timely basis.
These commitments include withdrawals by depositors, funding credit commitments
to borrowers, shareholder dividends, paying expenses of operations, and funding
capital expenditures.
Liquidity is derived primarily from deposit growth, maturing loans, the maturity
of investment securities, access to other funding sources and markets, and a
strong capital position. The most stable source of liability-funded liquidity
for both the long-term and short-term is deposit growth and retention in the
core deposit base. At the end of the second quarter of 1997 Bancorp's deposit
liabilities had increased by 3.48% from December 31, 1996. Another source of
funding is through short-term borrowings. As part of Bancorp's asset/liability
management strategy, Bancorp's short-term borrowings increased to $139,780,000
at June 30, 1997, compared to $93,779,000 at December 31, 1996, as one source of
funding loan growth.
The principal source of asset-funded liquidity is marketable investment
securities, particularly those of shorter maturities. At June 30, 1997,
securities maturing in one year or less amounted to $79,854,000, representing
21.1% of the total of the investment securities portfolio. In addition, other
types of assets such as cash and due from banks, federal funds sold and
securities purchased under agreements to resell, as well as loans and
interest-bearing deposits with other banks maturing within one year, are sources
of liquidity. Total asset-funded sources of liquidity at June 30, 1997, amounted
to $552,886,000, representing 23.1% of total assets. Sources of long-term asset
funded liquidity are derived from the maturity of investment securities and
maturing loans in excess of one year.
At June 30, 1997, Bancorp had classified $312,672,000 in investment securities
available-forsale. Management examines Bancorp's liquidity needs in establishing
this classification in accordance with the Financial Accounting Standards Board
Statement No. 115 on accounting for certain investments in debt and equity
securities.
11
<PAGE> 14
Liquidity is very important and as such is both monitored and managed closely by
the asset/liability committee at each affiliate. Liquidity may be used to fund
capital expenditures. Capital expenditures were $1,684,000 for the first six
months of 1997. In addition, remodeling is a planned and ongoing process given
the 94 offices of Bancorp and its subsidiaries. Material commitments for capital
expenditures as of June 30, 1997 were approximately $615,000. Management
believes that Bancorp has sufficient liquidity to fund its current commitments.
CAPITAL ADEQUACY
The Federal Reserve established risk-based capital requirements for U.S. banking
organizations which have been adopted by the Office of Thrift Supervision for
savings and loan associations. Risk weights are assigned to on-and off-balance
sheet items in arriving at risk-adjusted total assets. Regulatory capital is
divided by risk-adjusted total assets, with the resulting ratios compared to
minimum standards to determine whether a bank has adequate capital.
Regulatory guidelines require a 4.00% Tier 1 capital ratio, an 8.00% Total
risk-based capital ratio and a 4.00% Leverage ratio. Tier 1 capital consists
primarily of common shareholders' equity, net of intangibles, and Total
risked-based capital is Tier 1 capital plus Tier 2 supplementary capital, which
is primarily the allowance for loan losses subject to certain limits. The
Leverage ratio is a result of Tier 1 capital divided by average total assets
less certain intangibles.
Bancorp's Tier I ratio at June 30, 1997, was 15.5%, its Total risked-based
capital was 16.7% and its Leverage ratio was 11.4%. While Bancorp subsidiaries'
ratios are well above regulatory requirements, management will continue to
monitor the asset mix which affects these ratios due to the risk weights
assigned various assets, and the allowance for loan losses, which influences the
Total risk-based capital ratio.
The table below illustrates the risk-based capital calculations and ratios for
the last two years.
<TABLE>
<CAPTION>
QUARTER ENDED
1997 1996
----------------------- -----------------------------------
JUN. 30 MAR. 31 DEC. 31 SEP. 30 JUN. 30
---------- ---------- ---------- ---------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
TIER I CAPITAL:
SHAREHOLDER'S EQUITY $ 274,511 $ 267,498 $ 258,482 $ 252,376 $ 248,839
LESS: INTANGIBLE ASSETS 8,926 5,187 4,154 1,528 1,586
LESS: UNREALIZED NET SECURITIES
GAINS (LOSSES) 1,398 129 1,162 154 (244)
---------- ---------- ---------- ---------- ----------
TOTAL TIER I CAPITAL $ 264,187 $ 262,182 $ 253,166 $ 250,694 $ 247,497
========== ========== ========== ========== ==========
TOTAL RISK-BASED CAPITAL:
TIER I CAPITAL $ 264,187 $ 262,182 $ 253,166 $ 250,694 $ 247,497
QUALIFYING ALLOWANCE FOR LOAN LOSSES 21,364 20,468 19,856 19,263 18,833
---------- ---------- ---------- ---------- ----------
TOTAL RISK-BASED CAPITAL $ 285,551 $ 282,650 $ 273,022 $ 269,957 $ 266,330
========== ========== ========== ========== ==========
RISK WEIGHTED ASSETS $1,705,949 $1,637,465 $1,588,464 $1,538,359 $1,503,886
========== ========== ========== ========== ==========
RISK-BASED RATIOS:
TIER I 15.49% 16.04% 15.94% 16.30% 16.46%
========== ========== ========== ========== ==========
TOTAL RISK-BASED CAPITAL 16.74% 17.30% 17.19% 17.55% 17.71%
========== ========== ========== ========== ==========
LEVERAGE 11.43% 11.52% 11.83%
========== ========== ==========
</TABLE>
12
<PAGE> 15
ACCOUNTING AND REGULATORY MATTERS
In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement No. 128 on earnings per share presentation. This Statement is
effective for financial statements for both interim and annual periods ending
after December 15, 1997. FASB Statement No. 128 requires the presentation of
basic (excludes dilution) and fully diluted earnings per share.
The impact to Bancorp from adoption of this Statement is not expected to be
material. Bancorp has presented earnings per share for the second quarter and
for the six months ended June 30, 1997 of $0.67 and $1.29, respectively. Basic
and diluted earnings per share for the same periods calculated according to the
new standard would also be $0.67 and $1.29.
Considerable attention has been devoted by the press for the computer
complications that may arise when the current century ends and the next century
begins. Bancorp has recently retained the services of a consulting group who
will assist Bancorp in determining what steps are needed to ensure that it's
computer systems are compliant with Year 2000 issues. Bancorp estimates that
this initial phase will cost approximately $600,000 and will occur in 1997. At
this time the total dollar impact of all Year 2000 issues is unknown.
Management is not aware of any other events or regulatory recommendations which,
if implemented, are likely to have a material effect on Bancorp's liquidity,
capital resources, or operations.
13
<PAGE> 16
PART II-OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
On April 22, 1997, Bancorp held its annual meeting of
shareholders, the results of which follow:
1) Election of seven directors:
<TABLE>
<CAPTION>
Abstentions/
% of Total Votes Broker Non-
Name Term Votes For Shares Voted Against Votes
---- ---- --------- ------------ ------- ------------
<S> <C> <C> <C> <C> <C>
Richard L. Alderson 3 years 12,627,229 96.95% 157,983 239,466
James C. Garland 3 years 12,641,978 97.06% 151,609 231,091
Murph Knapke 3 years 12,644,409 97.08% 150,340 229,929
Stanley N. Pontius 3 years 12,644,076 97.08% 156,122 224,480
Barry S. Porter 3 years 12,643,864 97.08% 150,885 229,929
Perry D. Thatcher 3 years 12,644,409 97.08% 150,340 229,929
Steven C. Posey 2 years 12,591,809 96.68% 198,824 234,045
</TABLE>
Directors whose terms continue beyond the Annual Meeting in 1997:
Class III Term expiring in 1998:
Thomas C. Blake
F. Elden Houts
Charles T. Koehler
Lauren N. Patch
Donald M. Cisle
Class I Term expiring in 1999:
Arthur W. Bidwell
Carl R. Fiora
Vaden Fitton
Barry J. Levey
Stephen S. Marcum
2) Amend Corporation Articles of Incorporation to increase the
number of authorized common shares from 25,000,000 to
60,000,000.
12,221,264 shares, or 93.83% of the total shares voted, voted
to adopt the amended Articles of Incorporation. Of the total
shares voted, 456,486 shares voted against the amendment of
the regulations and there were 346,928 abstentions.
3) Amend Corporation Regulations regarding Meetings of
Shareholders.
11,298,676 shares, or 86.75% of the total shares voted, voted
to adopt the amended corporation regulations. Of the total
shares voted, 731,549 shares
14
<PAGE> 17
voted against the amendment of the regulations and there were
994,453 abstentions.
4) Amend Corporation Regulations regarding Directors.
10,571,259 shares, or 81.16% of the total shares voted, voted
to adopt the amended corporation regulations. Of the total
shares voted, 472,446 shares voted against the amendment of
the regulations and there were 1,980,973 abstentions.
5) Amend Corporation Regulations regarding Indemnification.
12,602,437 shares, or 96.76% of the total shares voted, voted
to adopt the amended corporation regulations. Of the total
shares voted, 83,639 shares voted against the amendment of the
regulations and there were 338,602 abstentions.
6) Amend Corporation Regulations regarding Corporate Seal and
General.
11,990,821 shares, or 92.06% of the total shares voted, voted
to adopt the amended corporation regulations. Of the total
shares voted, 38,080 shares voted against the amendment of the
regulations and there were 995,777 abstentions.
7) Amend Corporation Regulations regarding Code of Regulations.
11,554,826 shares, or 88.71% of the total shares voted, voted
to adopt the amended corporation regulations. Of the total
shares voted, 472,519 shares voted against the amendment of
the regulations and there were 997,333 abstentions.
No other matters were brought before the meeting for a vote.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
3(i) Articles of Incorporation, Revised April 22, 1997
3(ii) Amended and Restated Regulations
(b) Reports on Form 8-K
During the quarter ended June 30, 1997, the registrant did not file
any reports on form 8-K.
15
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST FINANCIAL BANCORP.
------------------------
(Registrant)
/s/ Michael R. O'Dell /s/ Joseph M. Gallina
- ------------------------------- ---------------------------------
Michael R. O'Dell, Senior Vice Joseph M. Gallina,
President, Chief Financial Comptroller
Officer and Secretary (Principal Accounting Officer)
Date August 13, 1997 Date August 13, 1997
----------------------------- --------------------
16
<PAGE> 1
EXHIBIT 3(i)
Revised April 30, 1987
Revised April 30, 1990
Revised May 7, 1991
Revised April 27, 1993
Revised April 26, 1994
Revised April 22, 1997
ARTICLES OF INCORPORATION
OF
FIRST FINANCIAL BANCORP.
The undersigned, a majority of whom are citizens of the United
States, desiring to form a corporation, for profit, under Sections 1701.01 et
seq. of the Revised Code of Ohio, do hereby certify:
FIRST. The name of said corporation shall be First Financial
Bancorp.
SECOND. The place in Ohio where its principal office is to
be located is Hamilton, Butler County.
THIRD. The purposes for which it is formed are: to organize,
purchase, acquire, own, invest in, or control banks and other companies, and the
shares and securities of the same, in accordance with, and to the full extent
permitted by, the Bank Holding Company Act of 1956 and other applicable laws of
the United States, or of this State, as now or hereafter amended, and to carry
on the business of a bank holding company in accordance with such laws; and to
engage in any lawful act or activity for which corporations may be formed under
Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.
FOURTH. The total number of shares of stock which the
corporation shall have authority to issue is Sixty Million (60,000,000) shares
of common stock of the par value of Eight ($8.00) Dollars per share.
(a) Dividends. The holders of shares of common stock shall be
entitled to receive dividends, if and when declared payable from time to time by
the Board of Directors, from any funds legally available therefor.
(b) Voting. Each outstanding share of the common stock of the
corporation shall entitle the holder thereof to one vote and the exclusive
voting power for all purposes shall be vested in the holders of common stock.
<PAGE> 2
-2-
(c) Preemptive Rights. No holder of shares of the common stock
of the corporation shall have preemptive rights to subscribe for or to purchase
any shares of the common stock of the corporation or any other securities of the
corporation, whether such share or shares are now or hereafter authorized.
(d) Purchase of Own Securities. The corporation shall be
authorized to purchase or otherwise acquire, and to hold, own, pledge, transfer
or otherwise dispose of, shares of its own common stock and other securities,
subject, however, to the laws of the State of Ohio and to federal statutes, and
without limitation to the Bank Holding Company Act of 1956 as amended and as
hereinafter may be amended or supplemented.
(e) The shareholders shall not have the right to vote
cumulatively in the election of directors effective for the Annual Meeting
occurring in 1988 and thereafter.
FIFTH. The number and qualification of directors of the
corporation shall be fixed from time to time by its Code of Regulations. The
number of directors may be increased or decreased as therein provided but the
number thereof shall in no event be less than nine. The Board of Directors shall
be divided into three classes as nearly equal in number as the then total number
of directors constituting the whole board permits, with the term of office of
one class expiring each year. At the first annual meeting of stockholders,
directors of Class I shall be elected to hold office for a term expiring at the
next succeeding annual meeting, directors of Class II shall be elected to hold
office for a term expiring at the second succeeding annual meeting, and
directors of Class III shall be elected to hold office for a term expiring at
the third succeeding annual meeting. In no event shall there be less than three
directors per class. Subject to the foregoing, at each annual meeting of
stockholders the successors to the class of directors whose terms shall then
expire shall be elected to hold office for a term expiring at the third
succeeding annual meeting. In the event of any increase in the number of
directors of the corporation, the additional directors shall be so classified
that all classes of directors shall be increased equally as nearly as may be
possible. In the event of any decrease in the number of directors of the
corporation, all classes of directors shall be decreased as equal as possible.
No reduction in number of directors shall of itself have the effect of
shortening the term of an incumbent director.
SIXTH. Each person who is or was a director, officer, employee
or agent of the corporation shall be indemnified by the corporation to the full
extent permitted by the Revised Code of Ohio against any liability, cost or
expense incurred by him in his capacity as a director, officer, employee or
agent, or arising out of his status as a director, officer, employee or agent.
The corporation may, but shall not be obligated to, maintain insurance, at its
expense, to protect itself and any such person against any such liability, cost
or expense.
SEVENTH. The corporation reserves the right to amend, alter,
change or repeal any provision contained in these Articles of Incorporation in
the manner now or hereafter prescribed by the laws of Ohio, and all rights and
powers conferred herein upon stockholders and directors are granted subject to
this reservation.
<PAGE> 3
-3-
EIGHTH. The amount of capital with which the corporation
shall begin business is Five Hundred ($500.00) Dollars.
IN WITNESS WHEREOF, we have hereunto subscribed our names,
this 20th day of July, 1982.
FIRST FINANCIAL BANCORP
/s/Robert Q. Millan
---------------------------
Robert Q. Millan
/s/Richard J. Fitton
---------------------------
Richard J. Fitton
/s/Elliott D. Levey
---------------------------
Elliott D. Levey
<PAGE> 1
EXHIBIT 3(ii)
Revised April 27, 1993
Revised April 23, 1996
Revised April 22, 1997
AMENDED AND RESTATED REGULATIONS
OF
FIRST FINANCIAL BANCORP.
ARTICLE I
MEETINGS OF SHAREHOLDERS
SECTION 1.1. ANNUAL MEETING. The regular annual meeting of the
shareholders for the election of directors and the transaction of whatever other
business may properly come before the meeting, shall be held at the principal
office of the Corporation, 300 High Street, Hamilton, Ohio, or such other place
as the Board of Directors may designate, at 2:00 P.M., on the fourth Tuesday of
April each year. Notice of such meeting shall be mailed, postage prepaid, at
least ten days prior to the date thereof, addressed to each shareholder at his
address appearing on the books of the Corporation.
SECTION 1.2. SPECIAL MEETINGS. Special meetings of shareholders
for any purpose or purposes may be called by the Chairman of the Board, by the
President, by the Vice President authorized to exercise the authority of the
President in the case of the President's absence, death or disability, by
resolution of the directors or by the holders of not less than one-half of the
outstanding voting power of the Corporation.
SECTION 1.3. QUORUM. At all meetings of shareholders, the holders
of record of a majority of shares entitled to vote at each meeting, present in
person or by proxy, shall constitute a quorum, but no action required by law the
(Amended) Articles or these Amended and Restated Regulations to be authorized or
taken by the holders of a designated proportion of the shares of any particular
class or of each class, may be authorized or taken by a lesser proportion. The
holders of a majority of the voting shares represented at a meeting, whether or
not a quorum is present, may adjourn such meeting from time to time.
SECTION 1.4. PROXIES. Any shareholder entitled to vote at a
meeting of shareholders may be represented and vote thereat by proxy appointed
by an instrument in writing subscribed by the shareholder or his duly authorized
agent, and submitted to the secretary of the Corporation or the inspectors of
election at or before said meeting.
ARTICLE II
DIRECTORS
SECTION 2.1. NOMINATION. Nominations for the election of
directors may be made by the Board of Directors or a committee appointed by the
Board of Directors or a committee appointed by the Board of Directors or by any
shareholder entitled to vote in the election of directors generally.
Shareholders intending to nominate director candidates for election must deliver
written notice thereof to the Secretary of the Corporation not later than (i)
with respect to an election to be held at any annual meeting of shareholders, 90
days prior to the date one year from the date of the immediately preceding
annual meeting of shareholders, and (ii) with respect to an election to be held
at a special meeting of shareholders for the election of directors, the close of
business on the tenth day following the date on which notice of such meeting is
first given to shareholders. Such a notice
<PAGE> 2
-2-
timely given by a shareholder shall set forth certain information concerning
such shareholder and his or her nominee(s), including: the name and address of
the shareholder and each nominee; the age and principal occupation or employment
of each nominee; the number of shares of equity securities beneficially owned by
each nominee; a representation that the shareholder is a holder of record of
shares entitled to vote at the meeting and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the notice;
a description of all arrangements or understandings between the shareholder and
each nominee; such other information regarding each nominee as would be required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated by the Board
of Directors; and the consent of each nominee to serve as a director of the
corporation if elected. The corporation may also require any proposed nominee to
furnish other information reasonably required by the corporation to determine
the proposed nominee's eligibility to serve as a director. The presiding officer
at the meeting may refuse to acknowledge the nomination of any person not made
in compliance with the foregoing procedures and any person not nominated in
accordance with the foregoing procedures shall not be eligible for election as a
director.
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 at least two-thirds of the outstanding voting
power of the Corporation voting as a single class. 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 if 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.
SECTION 2.3. CLASSES OF DIRECTORS. The directors' terms are
divided into three classes of terms consecutively expiring. The classes are
known as Classes I, II and III. The directors of each class are shown on the
Proxy Statement issued to shareholders of record.
SECTION 2.4. MEETINGS. Meetings of the Board of Directors shall
be held at the principal office of the Corporation or at such other place,
within or without the State of Ohio, as may be determined by the Board. Two
day's notice of such meeting shall be given to each director, unless the Board
of Directors has fixed a regular time and place for such meetings, in which case
no notice shall be required for meetings held at such time and place. Meetings
may be called by the Chairman of the Board, the President, or by any seven
directors, upon giving the notice as herein required.
SECTION 2.5. MANDATORY RETIREMENT. No person shall be elected or
re-elected a director after reaching his seventieth (70th) birthday.
<PAGE> 3
-3-
SECTION 2.6. DIRECTOR EMERITUS. The Board shall have the right
from time to time to choose as Directors Emeritus persons who have had prior
service as members of the Board and who may receive such compensation as shall
be fixed from time to time by the Board of Directors.
SECTION 2.7. COMMITTEES. The Board of Directors is authorized to
create an Executive Committee of not less than three (3) members of the Board
and such other committees as it sees fit, which, to the extent authorized by the
Board of Directors, may exercise all powers of the Board of Directors between
meetings of said Board, other than that of filling vacancies among the directors
or any committee of the directors.The Board of Directors may designate any one
of the directors of the Corporation as an alternate member of any committee to
replace any absent or disqualified member at any meeting of such committee.
ARTICLE III
OFFICERS
SECTION 3.1. CHAIRMAN OF THE BOARD. The Board of Directors may
appoint one of its members to be Chairman of the Board to serve at the pleasure
of the Board. He shall preside at all meetings of the Board of Directors. He
shall exercise such powers and duties, as from time to time may be conferred
upon, or assigned to, him by the Board of Directors.
SECTION 3.2. PRESIDENT. The Board of Directors shall appoint one
of its members to be President of the Corporation. In the absence of the
Chairman, he shall preside at any meeting of the Board. The President shall have
general executive powers, and shall have and may exercise any and all other
powers and duties pertaining by law, regulation, or practice, to the office of
President, or imposed by these Amended and Restated Regulations. He shall also
have and may exercise such further powers and duties as from time to time may be
conferred upon, or assigned to, him by the Board of Directors.
SECTION 3.3. VICE PRESIDENTS. The Board of Directors may appoint
one or more Vice Presidents. Each Vice President shall have such powers and
duties as may be assigned to him by the Chief Executive Officer.
SECTION 3.4. SECRETARY. The Board of Directors shall appoint a
Secretary who shall keep accurate minutes of all meetings. He shall attend to
the giving of all notices required by these Amended and Restated Regulations to
be given. He shall be custodian of the corporate seal, records, documents and
papers of the Corporation. He shall provide for the keeping of proper records of
all transactions of the Corporation. He shall have and may exercise any and all
other powers and duties pertaining by law, regulation or practice, to the office
of the Secretary or imposed by these Amended and Restated Regulations. He shall
also perform such other duties as may be assigned to him, from time to time by
the Chief Executive Officer.
SECTION 3.5. OTHER OFFICERS. All other officers appointed by the
Board of Directors shall have such duties as defined by law and as may from time
to time be assigned to them by the Chief Executive Officer or the Board of
Directors.
<PAGE> 4
-4-
SECTION 3.6. TERM OF OFFICE. All officers of the Corporation
shall be chosen by the Board of Directors by a majority vote and shall hold
office until the first meeting of the Board of Directors following the next
annual meeting of shareholders or until their successors are elected and duly
qualified. The Board of Directors may remove any officer at any time with or
without cause by a majority vote.
SECTION 3.7. RETIREMENT DATE. Normal retirement date for all
employees is the employee's 65th birthday.
ARTICLE III-A IV
INDEMNIFICATION
The Corporation shall, to the full extent permitted by the General
Corporation Law of Ohio, indemnify all persons whom it may indemnify pursuant
hereto.
ARTICLE V
CERTIFICATES
SECTION 5.1. Certificates evidencing the ownership of shares of
the Corporation shall be issued to those entitled to them by transfer or
otherwise. Each certificate for shares shall bear a distinguishing number, the
signature of the President or Chairman of the Board, and of the Secretary of the
Corporation, the corporate seal, and such recitals as may be required by law.
Such signatures and seal on the certificate may be facsimile signatures.
SECTION 5.2. Subject to any applicable provision of law or the
Articles, transfers of shares of the Corporation shall be made only upon its
books, upon surrender and cancellation of a certificate or certificates for the
shares so transferred. Any certificate so presented for transfer shall be
endorsed or shall be accompanied by separate written assignment or a power of
attorney, signed by the person appearing by the certificate to be the owner of
the shares represented thereby.
SECTION 5.3. Lost, Stolen, Destroyed, or Mutilated Certificates.
The Corporation may, in its discretion, upon evidence satisfactory to it of the
loss, theft, or destruction of any certificate for shares of the Corporation,
authorize the issuance of a new certificate in lieu thereof, and may, in its
discretion, require as a condition precedent to such issuance, the giving, by
the owner of such alleged lost, stolen, or destroyed certificate, of a bond of
indemnity, in form and amount, with surety, satisfactory to the Corporation,
against any loss or damage which may result to, or claim which may be made
against, the Corporation, or any transfer agent or registrar of its shares, in
connection with such alleged lost, stolen, or destroyed, or such new,
certificate. If any certificate for shares of the Corporation becomes worn,
defaced, or mutilated, the Corporation may, upon production and surrender
thereof, order that the same be canceled and that a new certificate be issued in
lieu thereof.
ARTICLE VI
CORPORATE SEAL
SECTION 6.1. CORPORATE SEAL. The Chairman of the Board, the
President, Vice President, or Secretary or other officers designated by the
Board of Directors, shall have authority to affix the corporate seal to any
document requiring such seal, and to attest the same. The seal of the
Corporation shall be such as the Board of Directors may from time to time
determine.
<PAGE> 5
-5-
ARTICLE VII
MISCELLANEOUS PROVISIONS
SECTION 7.1. FISCAL YEAR. The fiscal year of the Corporation
shall be the calendar year.
SECTION 7.2. EXECUTION OF INSTRUMENTS. All agreements, deeds,
conveyances, transfers, certificates, and any other documents may be signed on
behalf of the Corporation by the Chairman of the Board, or the President, or
such other designated officers that the Board may designate from time to time.
SECTION 7.3. RECORDS. The Articles of the Corporation, the
Amended and Restated Regulations and the proceedings of all meetings of the
shareholders, the Board of Directors, standing committees of the Board, shall be
recorded in appropriate minute books provided for the purpose. The minutes of
each meeting shall be signed by the Secretary or other officer appointed to act
as Secretary of the meeting.
ARTICLE VIII
AMENDMENT, ALTERATION OR REPEAL
SECTION 8.1. INSPECTION. A copy of the Amended and Restated
Regulations, with all amendments thereto, shall at all times be kept in a
convenient place at the office of the Corporation, and shall be open for
inspection during all business hours.
SECTION 8.2. AMENDMENTS. The Amended and Restated Regulations may be
amended, altered, repealed, or replaced only by the affirmative vote of the
holders of at least two-thirds of the outstanding voting power of the
Corporation voting as a single class at a meeting of shareholders called for
such purpose, unless such amendment, alteration, repeal or replacement is
recommended by the affirmative vote of two-thirds of the whole authorized number
of directors, in which case these Amended and Restated Regulations may be
amended, altered, repealed or replaced by the affirmative vote of the holders of
a majority of the outstanding voting power of the Corporation voting as a single
class at a meeting of shareholders called for such purpose.
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