As filed with the Securities and Exchange Commission on April 24, 1997
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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
(513) 867-4700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Michael R. O'Dell
Senior Vice President, Chief Financial Officer and Secretary
First Financial Bancorp.
300 High Street
Hamilton, Ohio 45011
(513) 867-4700
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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Please send copies of all communications to:
Neil Ganulin, Esq.
Frost & Jacobs LLP
201 East Fifth Street
Cincinnati, Ohio 45202
(513) 651-6800
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[X]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[ ]_______________
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]_______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to Aggregate Price Aggregate Amount of
Securities to be Registered be Registered Per Share (1) Offering Price(1) Registration Fee
- - --------------------------- ------------- ------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Common Shares, $8.00 par value 300,000 36,5625 $10,968,750 $3,323.86
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on
the average of the high and low trading prices of the Common Shares on the
Nasdaq National Market System on April 18, 1997.
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PROSPECTUS
First Financial Bancorp.
Dividend Reinvestment and Share Purchase Plan
300,000 Common Shares
($8.00 Par Value)
This prospectus relates to 300,000 shares of the common shares (the
"Common Shares"), $8.00 par value per share, of First Financial Bancorp. (the
"Company"), being offered to the shareholders of the Company in connection with
the Company's Dividend Reinvestment and Share Purchase Plan (the "Plan"). The
Plan provides shareholders with a simple and convenient method to invest cash
dividends and optional cash payments in additional Common Shares.
A shareholder who elects to participate in the Plan may have the
shareholder's cash dividends automatically reinvested in additional Common
Shares, may purchase additional Common Shares by making optional cash payments,
or may do both.
The Company's principal executive offices are located at 300 High
Street, Hamilton, Ohio 45011 and its telephone number at this location is (513)
867-4700.
PARTICIPANTS SHOULD RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is April 24, 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In
accordance with the Exchange Act, the Company files reports, proxy statements
and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information filed by the
Company may be inspected and copied (1) at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and (2) at the Commission's regional offices
located at the following addresses:
Chicago Regional Office New York Regional Office
500 West Madison Street 7 World Trade Center
Suite 1400 Suite 1300
Chicago, IL 60661 New York, NY 10048
Copies of such material may be obtained, at prescribed rates, from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, Room
1024, N.W., Washington, D.C. 20549. The Commission maintains a Web site at
http://www.sec.gov containing reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission, including the Company.
The Company's Common Shares are traded in the over-the-counter market
and quoted on the Nasdaq National Market System. Documents filed by the Company
with the Commission can also be inspected at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, DC
20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Common Shares offered by
this Prospectus. This Prospectus does not contain all of the information set
forth in the Registration Statement and the exhibits and schedules filed as a
part thereof. The Registration Statement, including the exhibits and schedules
filed as a part thereof, may be inspected and copied or obtained in the manner
described above.
Statements contained in this Prospectus as to the contents of any
document referred to herein are not necessarily complete. Each such statement is
qualified in all respects by the provisions of such document.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the
Commission (File No. 0-12379) and are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
2. The Company's Form 8-K dated February 12, 1997.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering
(the "Subsequently Filed Documents") shall be deemed to be incorporated by
reference in this Prospectus and to be a part of this Prospectus from the date
of filing such documents.
Any statement contained in this Prospectus or in a document
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any Subsequently Filed Document modifies or
supersedes such statement. Any such modified or superseded statement shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
The Company will provide without charge, upon written or oral request,
to each person to whom a copy of this Prospectus is delivered, a copy of any or
all of the documents incorporated by reference herein, not including exhibits to
such documents. Requests for such copies should be directed to the Secretary,
First Financial Bancorp., 300 High Street, Hamilton, Ohio 45011, telephone
number (513) 867-4700.
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DESCRIPTION OF THE PLAN
The following is a question and answer statement of the provisions of
the Dividend Reinvestment and Share Purchase Plan (the "Plan") of the Company.
All capitalized terms not defined herein shall have the same meaning as in the
Plan. A copy of the Plan is attached to this Prospectus as Exhibit A.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide Shareholders with a simple and
convenient method to invest cash dividends and optional cash payments in
additional Common Shares at regular intervals with only minimal expense. Since
the additional Common Shares may be purchased from the Company, the Company may
receive additional funds to finance continuing operations of the Company and its
subsidiaries.
Advantages
2. What are the advantages of the Plan?
A Participant in the Plan may (a) have cash dividends paid on his or
her Common Shares automatically reinvested in additional shares or (b) continue
to receive cash dividends on shares registered in his or her name and purchase
additional Common Shares by making optional cash payments up to an aggregate of
$5,000 per quarter or (c) invest both cash dividends and optional cash payments
in additional Common Shares. Full investment of funds is possible under the Plan
because the Plan permits fractions of shares, as well as full shares, to be
credited to a Participant's account. Dividends on the shares in a Participant's
account are automatically reinvested in additional Common Shares. The Plan
assures safekeeping of shares credited to a Participant's account because
certificates for such shares are not issued to a Participant unless requested by
the Participant. Regular statements of a Participant's account provide
simplified record keeping.
Administration
3. Who administers the Plan for Participants?
The Registrar and Transfer Company (the "Administrator") will
administer the Plan, keep records, send statements of account to Participants,
and perform other duties relating to the Plan. All shares held in the Plan will
be held by the Administrator, or its nominee, as agent for the Participant,
until a Participant makes a written request for certificates. The Administrator
is not affiliated with the Company and acts as the transfer agent of the
Company's Common Shares.
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4. How do Participants contact the Administrator?
Participants can contact the Administrator as follows:
Call: The Registrar and Transfer Company
1-800-368-5948 ext. 7770
Write to: The Registrar and Transfer Company
Dividend Reinvestment Plans
10 Commerce Drive
Cranford, NJ 07016
All written notices and requests concerning the Plan should be mailed to the
above address. Please include a telephone number in your letter where you can be
reached during business hours.
5. Where do Participants send optional cash payments?
Optional cash payments may be mailed to the above address. Checks
should be made payable to: The Registrar and Transfer Company.
Participation
6. How does a Shareholder participate?
A Shareholder may participate in the plan at any time by completing an
Authorization Form and returning the form to the Administrator. Authorization
Forms will be mailed from time to time to all Shareholders and may be obtained
at any time by contacting the Administrator. (See Question 4.) All Shareholders
who own at least 25 Common Shares are eligible to participate in the Plan.
7. What does the Authorization Form provide?
The Authorization Form appoints the Administrator as agent for the
Participant. It directs the Administrator to apply all or a designated portion
of the Participant's dividends on Common Shares registered in the Participant's
name or credited to the Participant's account, together with any optional cash
payments made by the Participant in accordance with the Plan, to the purchase of
additional Common Shares. If the "optional cash payments only" box on the
Authorization Form is checked, the Company will continue to pay cash dividends
to the Participant in the usual manner, but any optional cash payments received
and dividends on shares credited to the Participant's Plan account will be
applied to the purchase of additional Common Shares under the Plan.
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8. When will participation in the dividend reinvestment feature of the
Plan begin?
To authorize the reinvestment of a cash dividend, an Authorization Form
must be received by the Administrator on or before the dividend record date for
a Shareholder to be eligible for participation on the corresponding dividend
payment date. Dividend record dates normally fall during the second week of
March, June, September and December.
9. When will participation in the optional cash payment feature of the
Plan begin?
The option to make cash payments is available to a Participant each
quarter. Optional cash payments by a Participant may not exceed an aggregate of
$5,000 per quarter without the Company's prior approval. The minimum optional
cash payment is $100. All cash payments will be acknowledged by a receipt.
An optional cash payment and Authorization Form must be received by the
Administrator not less than five calendar days and not more than 15 business
days before the applicable dividend payment date (a "Cash Receipt Period"). Any
optional cash payment not received during a Cash Receipt Period or without an
Authorization Form will be returned to the Participant. The same amount of money
need not be sent each quarter, and there is no obligation to make an optional
cash payment each quarter.
10. How may a Participant change options under the Plan?
A Participant may change options by completing a new Authorization Form
and returning it to the Administrator. Authorization Forms will be mailed from
time to time to all Shareholders and may be obtained at any time by contacting
the Administrator (See Question 4.) Any change in the option with respect to
reinvestment of dividends must be received by the Administrator on or before the
dividend record date for the Participant's new option to be effective on the
corresponding dividend payment date.
11. When will dividends and optional cash payments be invested?
Dividends will be invested on, or within 30 calendar days of, the
dividend payment date, except where necessary to comply with federal securities
laws. (See Question 8.)
Optional cash payments received during a Cash Receipt Period will be
invested within 35 calendar days of receipt of the optional cash payment, except
where necessary to comply with federal securities laws. No interest will be paid
by the Company or the Administrator on any optional cash payment held pending
the purchase of additional Common Shares.
Dividends not invested within 30 calendar days of the dividend payment
date and optional cash payments not invested with 35 calendar days of receipt
will be refunded to the Participant.
Each day on which Common Shares are purchased for the Plan is an
"Investment Date." In certain circumstances, the purchases of Common Shares for
the Plan may be spread over two or more Investment Dates (an "Investment
Period").
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Costs
12. Are there any expenses to Participants in connection with purchases
under the Plan?
The cost to a Participant of purchasing additional Common Shares under
the Plan is the price of the additional Common Shares purchased for the
Participant. (See Question 14.)
A Participant will be charged a $3.00 administrative fee each quarter.
In addition, the following fees will be charged:
(a) a $5.00 fee for each share certificate requested;
(b) a $7.50 fee for each deposit into the Participant's Plan account
of shares held directly by the Participant; and
(c) if the Participant directs the Administrator to sell the Common
Shares held in the Participant's Plan account, any applicable
brokerage commission or other costs incurred by the Administrator
in connection with the sale.
Purchases
13. How are Common Shares purchased under the Plan?
At the direction of the Company, Common Shares to be purchased under
the Plan may be purchased (a) directly from the Company or (b) in the open
market by the Administrator or its agent. Terms of open market purchases, such
as price and delivery, will be determined by the Administrator. Depending on the
Company's election, a Participant's account may be credited with Common Shares
purchased from the Company or in the open market or both.
14. What will be the price of Common Shares purchased under the Plan?
The price per Common Share purchased in the open market will be the
average price of the Common Shares purchased in the open market during the
applicable Investment Period. The price per Common Share purchased directly from
the Company will be the average of the applicable Investment Date Prices (as
defined below) of all Common Shares purchased directly from the Company during
the applicable Investment Period. An Investment Date Price will be the average
of the high and low sales prices for the Company's Common Shares, as reported on
the Nasdaq National Market System, on the trading day immediately preceding the
Investment Date.
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15. How many Common Shares will be purchased for Participants?
Each Participant's account will be credited with a number of Common
Shares, including fractions computed to four decimal places, equal to the total
amount to be invested divided by the purchase price per Common Share.
16. Will a Participant's account be credited with fractions of shares?
A Participant may choose to designate the dividends paid on all of the
Participant's Common Shares, or the dividends paid on a portion of the
Participant's Common Shares, to purchase additional Common Shares. If the amount
of the designated dividends will not purchase an exact number of whole Common
Shares, the Participant's account will be credited with a fractional share
(calculated to four decimal places). A fractional share will earn dividends in
proportion to the size of the fraction, just as whole shares do.
Reports to Participants
17. What reports will be sent to Participants in the Plan?
Each Participant will receive a statement of account following each
purchase of additional Common Shares for the Participant's account under the
Plan.
Certificates
18. Will certificates be issued for Common Shares purchased under the Plan?
Common Shares purchased for a Participant's account under the Plan will
normally be held by the Administrator without charge. (See Questions 2 and 12.)
19. In whose name will certificates be registered when issued?
Accounts under the Plan are maintained in the name(s) in which the
shareholder's certificates were registered at the time the shareholder became a
Participant. Certificates for whole shares will be similarly registered when
issued.
Termination
20. How is participation in the Plan terminated?
To terminate participation in the Plan as to all or any portion of the
Participant's Common Shares, a Participant must send a termination form or other
written notice to the Administrator. (See Question 4.) When participation in the
Plan is terminated entirely, certificates for whole Common Shares credited to
the Participant's account under the Plan will be issued and a cash payment will
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be made for any fraction of a Common Share. The cash payment will be based on
the closing price of the Company's Common Shares on the next business day on
which trading in the Company's Common Shares occurs following receipt of the
notification.
If a Participant terminates his or her participation in the Plan
entirely, the Participant may request that all of the Common Shares credited to
the Participant's Account be sold. Normally, the sale will be made for the
account of the Participant by the Administrator or its agent within five
business days after receipt of the request. The proceeds of the sale, less any
related brokerage commission, transfer tax and other costs incurred by the
Administrator in connection with the sale, will be forwarded to the Participant.
21. When may participation in the Plan be terminated?
Participation the Plan is entirely voluntary and may be terminated at
any time. If the request to terminate is received less than five business days
prior to a dividend record date, the request will not be processed until after
the corresponding dividends have been invested and the additional Common Shares
credited to the Participant's account.
Tax Information
22. What are the Federal income tax consequences of participation in the
Plan?
Even though a Participant's dividends will be reinvested, they are
subject to income taxes as if they were paid to the Participant in cash. The
amount paid to cover service charges may be deductible if the Participant
itemizes deductions on his or her federal income tax return. The amount paid for
brokerage commissions is included in the Participant's cost basis in the Common
Shares purchased. The information sent to the Participant and the Internal
Revenue Service at year end will show each of the amounts paid on a
Participant's behalf. A Participant should consult with his or her tax advisor
to determine the tax considerations related to participation in the Plan.
23. When may a Participant be subject to backup withholding?
If a Participant has failed to furnish a valid taxpayer identification
number to the Administrator, unless the Participant is exempt from the
withholding requirements described in Section 3406 of the Internal Revenue Code,
then the Administrator must withhold 20% from the amount of Common Share
dividends and from the proceeds of the sale of Common Shares. In addition, if a
nonexempt new Participant fails to certify that he or she is not subject to
backup withholding on interest and dividend payments because of notified payee
underreporting, then 20% must be withheld from the amount of Common Share
dividends. The withheld amounts will be deducted from the amount of Common Share
dividends and the remaining amount will be reinvested.
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24. How are income tax withholding provisions applied to foreign
Participants?
In the case of a foreign Participant whose dividends are subject to
United States income tax withholding, the Administrator will reinvest an amount
equal to the dividends less the amount of tax required to be withheld. Optional
cash payments received from foreign Participants will be invested in the same
way as payments from other Participants. The statements confirming purchases for
a foreign Participant will indicate the amount invested. A foreign Participant
who checks the "optional cash payment only" box on the Authorization Form will
continue to receive cash dividends on Common Shares registered in the
Participant's name in the same manner as if the Participant were not
participating in the Plan.
Other Information
25. What happens when a Participant disposes of Shares registered in the
Participant's name?
If a Participant who has authorized reinvestment of dividends on all
Common Shares registered in his or her name disposes of a portion of his or her
Common Shares, the Administrator will reinvest the dividends on the remaining
Common Shares credited to the Participant's account under the Plan until
otherwise notified. (See Question 21.) If a Participant who has authorized
reinvestment of dividends on part of his or her Common Shares disposes of
portion of his or her Common Shares, the Administrator will continue to reinvest
the dividends on the lesser of (a) the number of Common Shares with respect to
which reinvestment was originally authorized, or (b) all of the remaining Common
Shares credited to the Participant's account.
26. If the Company has a rights offering, how will a Participant's
entitlement be computed?
A Participant's entitlement in a rights offering will be based on total
holdings, just as the Participant's dividend is computed each quarter.
Generally, any rights issued on Common Shares held in the Plan will be sold by
the Administrator. The proceeds will be credited to each Participant's account
and applied as an optional cash payment. (See Question 11.) Rights designated as
Section 13(b) Rights by the Company's Board of Directors will be retained by the
Administrator and credited to each Participant's account so long as the rights
are evidenced by, and transferable only with, the certificates representing the
related Common Shares. If the designated rights are separated from the Common
Shares and are evidenced by separate rights certificates, the Administrator will
mail the rights to the Participant.
27. What happens if the Company issues a stock dividend or declares a stock
split?
Any Common Shares issued as a result of a stock dividend on, or stock
split of, Common Shares credited to the account of a Participant under the Plan
will be added to the Participant's account. Stock dividends or split shares
distributed with respect to Common Shares registered in the name of the
Participant will be mailed directly to the Participant and subsequent dividends
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on such Common Shares will be reinvested pursuant to the Plan unless the
Participant instructs the Administrator otherwise.
28. How will a Participant's shares be voted at meetings of the
shareholders?
Any Common Shares held in the Plan for a Participant will be voted as
the Participant directs. A Participant will receive a single proxy covering
Common Shares registered in the Participant's name as well as Common Shares
credited to the Participant's account under the Plan. If no Common Shares are
registered in a Participant's name, a proxy card will be furnished to the
Participant for Common Shares credited to the Participant's account under the
Plan. If a signed proxy card is returned without voting instructions, the
Participant's Common Shares will be voted in accordance with the recommendations
of the Board of Directors of the Company.
29. What is the responsibility of the Company and the Administrator under
the Plan?
The Company and the Administrator, in administering the Plan, will not
be liable for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability arising out of failure to
terminate a Participant's account upon such Participant's death prior to receipt
of notice in writing of the death. A Participant should recognize that neither
the Company nor the Administrator can assure the Participant of a profit or
protect the Participant against a loss on the Common Shares purchased under the
Plan. Although the Plan contemplates the continuation of quarterly dividend
payments, the payment of future dividends will depend on future earnings, the
financial condition of the Company and other factors.
30. May the Plan be changed or discontinued?
The Company reserves the right to suspend, modify or terminate the Plan
at any time. All Participants will receive notice of any such suspension,
modification or termination. Upon termination of the Plan by the Company,
certificates for whole Common Shares credited to the Participant's account under
the Plan will be issued and a cash payment will be made for any fractional
Common Share. The cash payment will be based on the closing price of the
Company's Common Shares on the termination date.
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DESCRIPTION OF COMMON SHARES
The following is a summary description of the capital stock of the
Company and is qualified by reference to its Articles of Incorporation, a copy
of which has previously been filed with the Commission. (See Exhibit 3.1 to this
Registration Statement.)
The authorized capital stock of the Company consists of 60,000,000
common shares, par value $8.00 per share, of which 15,034,857 shares were issued
and outstanding at March 31, 1997. The remaining authorized but unissued common
shares may be issued upon authorization of the Board of Directors without prior
shareholder approval.
All common shares of the Company are entitled to participate equally in
such dividends as may be declared by the Board of Directors of the Company and
upon liquidation of the Company. All common shares are fully paid and
non-assessable.
Each shareholder has one vote for each common share registered in the
shareholder's name. The Board of Directors is divided into three classes as
nearly equal in size as the total number of directors constituting the Board
permits. The number of directors may be fixed or changed from time to time by
the shareholders or the directors, but, in any event, can be no less than 9 and
no more than 25. No holder of common shares has any pre-emptive rights nor the
right to exercise cumulative voting in the election of directors.
The following provisions of the Company's Articles of Incorporation and
Code of Regulations and Ohio law might have the effect of delaying, deferring or
preventing a change in control of the Company and would operate only with
respect to an extraordinary corporation transaction, such as a merger,
reorganization, tender offer, sale or transfer of assets or liquidation
involving the Company and certain persons described below.
Ohio law provides that the approval of two-thirds of the voting power
of a corporation is required to effect mergers and similar transactions, to
adopt amendments to the Articles of Incorporation of a corporation and to take
certain other significant actions. Although under Ohio law the articles of
incorporation of a corporation may permit such actions to be taken by a vote
that is less than two-thirds (but not less than a majority), the Company's
Articles do not contain such a provision. The two-thirds voting requirement
tends to make approval of such matters, including further amendments to the
Articles of Incorporation, relatively difficult, and a vote of shareholders
holding in excess of one-third of the outstanding common shares of the Company
would be sufficient to prevent implementation of any of the corporation actions
mentioned above. In addition, Article Fifth and the Company's Regulations
classify the Board of Directors into three classes of directors.
Ohio has enacted Ohio Revised Code Section 1701.831, a "control share
acquisition" statute, and Chapter 1704, a "merger moratorium" statute. The
control share acquisition statute basically provides that any person acquiring
shares of an "issuing public corporation" (which definition the Company meets)
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in any of the following three ownership ranges must seek and obtain shareholder
approval of the acquisition transaction that first puts such ownership within
each such range: (i) more than 20% but less than 331/3%; (ii) 331/3% but not
more than 50%; and (iii) more than 50%.
The merger moratorium statute provides that, unless a corporation's
articles of incorporation or regulations otherwise provide, an "issuing public
corporation" (which definition the Company meets) may not engage in a "Chapter
1704 transaction" for three years following the date on which a person acquires
more than 10% of the voting power in the election of directors of the issuing
corporation, unless the "Chapter 1704 transaction" is approved by the
corporation's board of directors prior to such voting power acquisition. A
person who acquires such voting power is an "interested shareholder." "Chapter
1704 transactions" involve a broad range of transactions, including mergers,
consolidations, combinations, liquidations, recapitalization and other
transactions between an "issuing public corporation" and an "interested
shareholder" if such transactions involve 5% of the assets or shares of the
"issuing public corporation" or 10% of its earning power. After the initial
three year moratorium, Chapter 1704 prohibits such transactions absent approval
by disinterested shareholders or the transaction meeting certain statutorily
defined fair price provisions.
Ohio has also enacted a "greenmailer disgorgement" statute which
provides that a person who announces a control bid must disgorge profits
realized by that person upon the sale of any equity securities within 18 months
of the announcement.
In addition, Ohio has a "control bid" statute that provides for the
dissemination of certain information and the possibility of a hearing concerning
compliance with law in connection with a proposed acquisition of more than 10%
of any class of equity securities of a corporation, such as the Company, that
has significant contacts with Ohio.
Each common share of the Company issued includes one "right" (the
"Right"). Under the "shareholders rights plan", the Rights will actually be
distributed only if one or more of certain designated actions involving the
Company common shares occurs. In the event of such a distribution, each Right
would entitle the holder to purchase, at an exercise price as set forth in the
plan, share or shares of the Company. In addition, upon the occurrence of
certain other events, each Right holder would be entitled to receive common
stock of any acquiring company worth two times the exercise price of the Right.
Rights are not exercisable until distributed, and all Rights will
expire at the close of business on December 6, 2003, unless earlier redeemed by
the Company. The issuance of Rights may, however, have certain anti-takeover
effects and possible disadvantages. The Rights will cause substantial dilution
to a person or a group who attempts to acquire the Company or a significant
common share ownership interest without conditioning the offer on the Rights
being redeemed or a substantial number of Rights being acquired. Accordingly, an
acquiring entity might decide not to acquire the Company or such an interest,
although individual shareholders may view such an acquisition favorably. In
addition, to the extent that issuance of the Rights discourages takeovers that
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would result in a change in the Company's management or Board of Directors, such
a change would be less likely to occur. The Board of Directors believes,
however, that the advantages of discouraging potentially discriminatory and
abusive takeover practices outweigh any potential disadvantages of the Rights.
The Rights should not interfere with any merger or any business combination
approved by the Board of Directors. The Rights are designed to protect
shareholders against unsolicited attempts to acquire control of the Company,
whether through accumulation of common shares in the open market or partial
tender offers that do not offer a fair price for all shareholders.
USE OF PROCEEDS
The Company does not know the number of Common Shares that it will
ultimately sell under the Plan or the prices at which those shares will be sold.
When Common Shares are purchased pursuant to the Plan directly from the Company,
proceeds from such sales are intended to be used for general corporate purposes.
LEGAL MATTERS
Certain legal matters in connection with the Common Shares offered by
this Prospectus will be passed upon for the Company by Frost & Jacobs LLP,
Cincinnati, Ohio.
EXPERTS
The consolidated financial statements of the Company, incorporated by
reference in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such receipt given upon the authority of such firm as
experts in accounting and auditing.
INDEMNIFICATION
The Ohio General Corporation Law allows a corporation under certain
circumstances to indemnify its directors, officers, and employees. Generally,
whether by its articles of incorporation or its regulations or by statute, the
indemnification permits the Company to pay expenses actually and necessarily
incurred in the defense of any pending or threatened suit. The determination of
the right of indemnification is determined by a quorum of disinterested
directors not involved in such a pending matter and, if they are unable to make
such determination, then such determination shall be made by independent legal
counsel, the Company's shareholders or by the Butler County, Ohio, Court of
Common Pleas. The Company has such an indemnification provision in its Code of
- 14 -
<PAGE>
Regulations, and that provision is set forth in Item 15 of this Registration
Statement. The Code of Regulations of the Company and the statute do not allow
indemnification of an officer or director where such person has been adjudicated
negligent or guilty of misconduct. Additionally, such officer or director must
have acted in good faith or had no reason to believe such officer's or
director's conduct was unlawful to be indemnified.
In general, the Company's Code of Regulations provides that the Company
shall indemnify all persons whom it may indemnify to the full extent permitted
by Ohio law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
- 15 -
<PAGE>
Exhibit A to Prospectus
First Financial Bancorp.
Dividend Reinvestment and Share Purchase Plan
Section 1. Plan Adopted
First Financial Bancorp. (the "Corporation") hereby adopts a Dividend
Reinvestment and Share Purchase Plan (the "Plan"), pursuant to which holders of
record of the Corporation's common shares (the "Common Shares"), par value $8.00
per share, will be afforded the opportunity to invest cash dividends paid on
Common Shares and optional cash payments in additional Common Shares.
Section 2. Purpose of the Plan
The purpose of the Plan is to provide holders of record of Common Shares (each a
"Shareholder" or collectively the "Shareholders") with a simple and convenient
method to invest cash dividends and optional cash payments in additional Common
Shares at regular intervals. Since the additional Common Shares may be purchased
from the Corporation, the Corporation may receive additional funds to finance
the continuing operations of the Corporation and its subsidiaries.
Section 3. Eligibility
All Shareholders, who own at least 25 Common Shares, are eligible to participate
in the Plan. Those Shareholders electing to participate are referred to herein
as "Participants."
Section 4. Administrator
The Registrar and Transfer Company ("the Administrator") shall administer the
Plan as agent for the Participants, keep records, send statements of account to
Participants, and perform for Participants other duties relating to the Plan.
Additional Common Shares purchased under the Plan shall be registered in the
name of the Administrator or its nominee as agent for Participants in the Plan.
The Corporation may, without the prior consent of the Participants, appoint a
different administrator at any time.
Section 5. Participation
(a) Any Shareholder may enroll in the Plan by signing an Authorization Form and
returning it to the Administrator. Authorization Forms will be provided from
time to time by mail to all Shareholders and will be furnished at any time upon
request made to the Administrator.
(b) A Shareholder may enroll in the Plan at any time. If an Authorization Form
is received by the Administrator on or before the record date for the next
dividend payment, then that dividend will, as authorized, be used to purchase
- 16 -
<PAGE>
additional shares for the Shareholder on, or within 30 calendar days of, the
dividend payment date, except where necessary to comply with federal securities
laws. If the Authorization Form is received by the Administrator after such
record date, that dividend will be paid in cash and the investment of dividends
in additional shares will not start until the following dividend payment. Any
optional cash payment received by the Administrator, with an Authorization Form
or subsequent to the Administrator's receipt of an Authorization Form, not less
than five calendar days and not more than 15 business days before the next
dividend payment date will be invested within 35 calendar days of receipt of the
optional cash payment except where necessary to comply with federal securities
laws. Dividends not invested within 30 calendar days of the dividend payment
date and optional cash payments not invested with 35 calendar days of receipt
will be refunded to the Participant. Each day on which Common Shares are
purchased for the Plan is an "Investment Date." In certain circumstances, the
purchases of Common Shares for the Plan may be spread over two or more
Investment Dates (an "Investment Period").
(c) The Authorization Form shall (i) appoint the Administrator as agent for the
Participant; (ii) direct the Corporation to pay to the Administrator cash
dividends on all or a designated portion of (x) the Common Shares registered in
such Participant's name and/or (y) the Common Shares certified to such
Participant's account under the Plan, and (iii) direct the Administrator or its
agent to purchase additional Common Shares.
Section 6. Costs
Each Participant shall be assessed a $3.00 administrative fee per quarter. All
other costs of administering the Plan shall be paid by the Corporation, except
for (1) a $5.00 charge for each withdrawal of certificates from continuing Plan
accounts, (2) any applicable brokerage commission or other costs upon sale of
Common Shares by the Administrator, and (3) a $7.50 charge for each deposit of a
Participant's directly held Common Shares to his or her Plan account.
Section 7. Operation
(a) Shares issued under the Plan. The Corporation shall advise the Administrator
if it is making newly issued or treasury Common Shares available to the Plan for
purchase. The Corporation may, in its sole discretion, cease making newly issued
or treasury Common Shares available for purchase by the Plan or resume making
newly issued or treasury Common Shares available for purchase by the Plan, at
any time, and from time to time.
(b) Newly issued and treasury shares. If the Corporation is making newly issued
or treasury Common Shares available to the Plan for purchase, then the
Corporation shall, in its sole discretion, determine the number of Common Shares
to be sold for purchase by the Plan. The Common Shares shall be registered under
applicable securities laws for issuance and sale under the Plan. The Corporation
will, from time to time as it deems necessary or appropriate, register
- 17 -
<PAGE>
additional Common Shares with the Commission and make them available for
purchase under the Plan.
(c) Shares purchased in the open market. If the Corporation is not making newly
issued or treasury Common Shares available, or does not make a sufficient number
of such Common Shares available to the Plan for purchase, then the Administrator
shall, directly or through an agent of its choice (the "Agent"), who may be an
affiliate of the Administrator, purchase Common Shares in the open market.
(d) Price of additional shares. The price per Common Share purchased in the open
market will be the average price of the Common Shares purchased in the open
market during the applicable Investment Period. The price per Common Share
purchased directly from the Company will be the average of the applicable
Investment Date Prices (as defined below) of all Common Shares purchased
directly from the Company during the applicable Investment Period. An Investment
Date Price will be the average of the high and low sales prices for the
Company's Common Shares, as reported on the Nasdaq National Market System, on
the trading day immediately preceding the Investment Date.
(e) Purchase of additional shares. Subject to Section 7(d) hereof, the number of
additional shares to be purchased for each Participant's account shall be
determined by (i) the amount of the dividends being reinvested, less fees
assessed, (ii) the amount of optional cash payments received, if any, and (iii)
the price of the Common Shares to Participants. The entire amount of the
dividends being reinvested, less fee assessed, and optional cash payments
received, if any, will be used to purchase additional Common Shares, except in
the case of Participants subject to United States income tax withholding. Each
Participant's account will be credited with that number of Common Shares,
including fractional shares computed to four decimal places, equal to the total
amount to be invested divided by the purchase price per share to Participants.
The Corporation shall pay to the Administrator cash dividends on all of the
Common Shares registered in such Participant's name, in accordance with such
Participant's directions on the Authorization Form, as well as cash dividends on
Common Shares credited to such Participant's account under the Plan. The
Administrator shall apply such dividends to the purchase of additional Common
Shares for such Participant's account.
Section 8. Optional Cash Payments
A Participant in the Plan may make an optional cash payment in any quarter. Each
optional cash payment must be at least $100 and, except with the Corporation's
prior approval, not more than $5,000. The same amount of money need not be sent
each quarter and there is no obligation to make an optional cash payment each
quarter. Any optional cash payment and Authorization Form received more than 15
business days before the applicable dividend payment date or less than five
calendar days before the applicable dividend payment date, or received without
an Authorization Form, will be returned to the Participant. No interest shall be
paid by the Corporation or the Administrator on any optional cash payment held
pending the purchase of Common Shares.
- 18 -
<PAGE>
Section 9. Reports to Participants
Each Participant in the Plan shall receive a statement of account following each
purchase of additional Common Shares for such Participant's account under the
Plan. These statements are a Participant's continuing record of purchases and
should be retained for income tax purposes.
Section 10. Certificates for Shares of Common Stock
(a) Certificates for additional Common Shares purchased and credited to a
Participant's account will be issued to the Administrator or its nominee, as
agent for the Participant.
(b) Upon the written request of a Participant intending to remain in the Plan,
Certificates for any whole number of Common Shares credited to an account under
the Plan will be issued. The Common Shares represented by such certificate will
thereupon be withdrawn from the Participant's account. The dividends on such
withdrawn Common Shares will continue to be reinvested under the Plan unless the
Participant directs the Administrator otherwise.
(c) Certificates for fractional shares shall not be issued.
(d) Common Shares credited to a Participant's account may be pledged.
(e) Accounts shall be maintained in the name(s) which appears on the records of
the Corporation and certificates, when issued to the Participant(s), shall be
similarly registered.
Section 11. Termination of Participation
(a) A Participant may terminate his or her participation in the Plan at any
time, with respect to dividends on all or any portion of his or her Common
Shares, by (i) notifying the Administrator in writing or (ii) completing and
delivering to the Administrator a termination form provided by the
Administrator.
(b) If the termination notice is received by the Administrator at least five
business days prior to the record date for the next dividend payable on the
Common Shares to which such termination notice relates, such dividend and all
subsequent dividends on such Common Shares will be paid to the Participant in
cash. If the Participant has elected to terminate entirely his or her
participation in the Plan, any optional cash payment which would otherwise have
been invested during the next Investment Period will be returned to the
Participant by the Administrator.
(c) If the termination notice is received by the Administrator less than five
business days prior to the record date for the next dividend payable on any
Common Shares to which such termination notice relates, such dividend will be
invested for the Participant's account. All subsequent cash dividends on such
Common Shares will be paid to the terminating Participant in cash. If the
Participant has elected to terminate entirely his or her participation in the
- 19 -
<PAGE>
Plan, any optional cash payment received by the Administrator prior to the
notice of termination will be invested for the Participant's account unless
return of the payment is specifically requested.
(d) If a Participant terminates entirely his or her participation in the Plan or
if the Corporation terminates the Plan, certificates for whole shares credited
to each Participant's account will be issued and a cash payment will be made for
any fractional shares. Such cash payment will be based on the closing price of
the Common Shares on the next business day on which trading occurs following the
date the termination notice is received by the Administrator.
(e) If a Participant terminates his or her participation in the Plan entirely,
each Participant may request the Administrator to sell for his or her account
all Common Shares, whole and fractional, credited to his or her account. Such
sale shall be made within five business days after receipt by the Administrator
of such request. The terminating Participant shall receive the proceeds of such
sale, less any related brokerage commission, transfer tax and other costs of
sale.
Section 12. Disposition of Less Than All Shares Registered in Participant's Name
(a) If a Participant who has authorized the reinvestment of dividends on all of
the Common Shares registered in his or her name disposes of a portion of his or
her Common Shares, the Administrator will continue to reinvest dividends on the
remaining Common Shares.
(b) If a Participant who has authorized the reinvestment of dividends on part of
the Common Shares registered in his or her name disposes of a portion of his or
her Common Shares, the Administrator will continue to reinvest the dividends on
the lesser of (a) the number of Common Shares with respect to which reinvestment
of dividends was originally authorized, or (b) all of the remaining Common
Shares.
Section 13. Effect of Rights Offering
(a) Subject to Section 13(b) hereof, any rights issued on Common Shares held by
the Plan will be sold by the Administrator. The proceeds will be credited to
each Participant's account, based upon the Participant's share balance, and
applied as an optional cash investment.
(b) Notwithstanding Section 13(a) hereof, any rights designated by resolution of
the Corporation's Board of Directors as being subject to this Section 13(b)
("Section 13(b) Rights") shall, so long as such Section 13(b) Rights are
evidenced by and transferable only with the certificates representing such
Common Shares, be retained by the Administrator on behalf of the Participants
and credited to each Participant's account based on such Participant's share
balance. If any such Section 13(b) Rights separate from the Common Shares and
become evidenced by separate rights certificates, the Administrator shall, as
soon as practicable after receiving such rights certificates, mail such rights
certificates to each Participant based on such Participant's share balance at
the close of business on the date such Section 13(b) Rights so separate.
- 20 -
<PAGE>
(c) The Administrator will have the power to take such other actions as shall be
necessary so that the purposes of Section 13(a) (that rights under Section 13(a)
are reduced to cash and credited appropriately) and Section 13(b) (that rights
under Section 13(b) are, under the circumstances stated herein, made available
to the beneficial owners so that they may individually decide the disposition
thereof) are realized.
Section 14. Effect of Stock Dividend or Stock Split
Any Common Shares issued as a result of a stock dividend or stock split by the
Corporation on Common Shares credited to a Participant's account shall be added
to the Participant's account. Stock dividends or split shares distributed on
Common Shares registered in the name of the Participant shall be mailed directly
to the Participant in the same manner as to shareholders who are not
participating in the Plan and subsequent dividends on such Common Shares shall
be reinvested pursuant to the Plan unless the Participant instructs the
Administrator otherwise.
Section 15. Voting of Shares Held Under the Plan
(a) If a Participant has Common Shares registered in his or her name and held
directly, he or she will receive a proxy covering Common Shares held directly
and Common Shares held in each Participant's account. If the Participant does
not have Common Shares registered in his or her name and held directly, he or
she will receive a proxy covering Common Shares held in such Participant's
account. In either case, all of his or her Common Shares will be voted in
accordance with his or her proper instructions.
(b) If a proxy is returned properly signed and marked for voting, all Common
Shares covered by the proxy will be voted as marked.
(c) If a proxy is returned properly signed but without indicated instructions as
to the manner in which such Common Shares are to be voted with respect to any
item thereon, all of the Participant's Common Shares (those registered in his or
her name and those whole shares credited to his or her account) will be voted in
accordance with the recommendations of the management of the Corporation, unless
applicable laws require otherwise. If the proxy is not returned, or if it is
returned unexecuted or improperly executed, Common Shares registered in a
Participant's name may be voted only by the Participant in person at the
shareholder meeting.
Section 16. Income Tax Information
Even though a Participant's dividends will be reinvested, they are subject to
income taxes as if they were paid to the Participant in cash. The amount paid to
cover service charges may be deductible if a Participant itemizes deductions on
his or her Federal income tax return. The amounts paid for brokerage commissions
are includable in the cost basis of shares purchased. The information return
sent to a Participant and the Internal Revenue Service at year end will show
each of the amounts paid on a Participant's behalf. However, Participants should
- 21 -
<PAGE>
consult with their tax advisor to determine that tax considerations related to
the receipt of dividends and the purchase of Common Shares under the Plan.
Section 17. Interpretation and Regulation of the Plan
(a) The Board of Directors of the Corporation shall interpret the terms of the
Plan.
(b) The Corporation shall regulate the Plan as it deems necessary or desirable
in connection with its operation.
Section 18. Modification or Termination of the Plan
(a) The Board of Directors may suspend or modify the Plan at any time by a
majority vote of those present.
(b) The Board of Directors may terminate the Plan at any time by a majority vote
of those present.
(c) Notice of any suspension, modification, or termination of the Plan shall be
mailed to all Participants.
Section 19. Responsibility of Corporation and Administrator
The Corporation and the Administrator (and any agent of the Corporation and the
Administrator), in administering the Plan, will not be liable for any act done
in good faith or for any good faith omission to act, including, without
limitation, any claim of liability arising out of failure to terminate a
Participant's account upon such Participant's death prior to receipt of notice
in writing of such death.
Section 20. Adoption
This Plan was adopted by the Board of Directors of the Corporation on February
25, 1997.
First Financial Bancorp.
By: _________________________
Stanley N. Pontius
Its: President and Chief Executive Officer
- 22 -
<PAGE>
PROSPECTUS
First Financial Bancorp.
Dividend Reinvestment and Share Purchase Plan
300,000 Common Shares
($8.00 Par Value)
Table of Contents Page
----------------- ----
Available Information ....................................... 2
Incorporation of Certain Documents
by Reference.............................................. 3
Description of the Plan...................................... 4-11
Description of Common Shares................................. 12-14
Use of Proceeds.............................................. 14
Legal Matters................................................ 14
Experts...................................................... 14
Indemnification.............................................. 14-15
Exhibit A - Dividend Reinvestment and Share Purchase Plan.... 16-22
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offer made by this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer or solicitation (1) by
anyone in any jurisdiction in which such offer or solicitation is not authorized
or in which the person making such offer or solicitation is not qualified to do
so or (2) to any person to whom it is unlawful to make such offer or
solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the dates as of which
information is given in this Prospectus.
- 23 -
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses related to the registration of the Common Shares offered
by this Prospectus are set forth below. All expenses, except the SEC
registration fee, are estimated.
Securities and Exchange Commission Registration Fee......$ 3,324
Blue Sky fees and expenses...............................$ 4,000
Printing expenses........................................$ 5,000
Legal fees and expenses..................................$ 20,000
Accounting fees and expenses.............................$ 2,500
Miscellaneous fees and expenses..........................$ 11,000
Total .......................................$ 45,824
===========
Item 15. Indemnification of Directors and Officers
Article IV of the Code of Regulations of the Company provides:
SECTION 4.1. 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.
Item 16. Exhibits.
The Exhibits filed as part of this Registration Statement are described
in the Exhibit Index included in this filing.
Item 17. Undertakings.
(1) The undersigned registrant and the Plan hereby undertake:
(a) To file, during any period in which offers or sales of the
securities registered hereunder are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the registration statement;
<PAGE>
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in this registration statement or any
material change to such information in the
registration statement;
provided, however, that this undertaking will only apply
to the extent that the information listed in clauses (i) -
(ii) hereof is not contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in
this registration statement.
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Hamilton, State of Ohio on the 24th day of April,
1997.
FIRST FINANCIAL BANCORP.
By: /s/ Stanley N. Pontius
----------------------
Stanley N. Pontius
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated below.
<TABLE>
<CAPTION>
Signature Title Date
- - --------- ----- ----
<S> <C> <C>
/s/ Stanley N. Pontius Principal Executive Officer;
- - ---------------------- President, Chief Executive
Stanley N. Pontius Officer and Director April 24, 1997
/s/ Michael R. O'Dell Principal Financial Officer;
- - --------------------- Senior Vice President, Chief
Michael R. O'Dell Financial Officer and Secretary April 24, 1997
/s/ Joseph M. Gallina Principal Accounting Officer;
- - --------------------- Comptroller April 24, 1997
Joseph M. Gallina
</TABLE>
<PAGE>
Directors
Arthur W. Bidwell*
Thomas C. Blake*
Donald M. Cisle*
Carl R. Fiora*
Vaden Fitton*
F. Elden Houts*
James C. Garland*
Murph Knapke*
Charles T. Koehler*
Barry J. Levey*
Stephen S. Marcum*
Lauren N. Patch*
Barry S. Porter*
*By /s/ Joseph M. Gallina
----------------------
Joseph M. Gallina April 24,1997
as attorney-in-fact and on behalf of
each such director
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
3.1 First Financial Bancorp.'s Articles of Incorporation
revised April 26, 1994 are hereby incorporated by
reference to Exhibit 3(a) to Form 10-K for the fiscal
year ended December 31, 1994 (File No. 0-12379)
3.2 First Financial Bancorp.'s Restated Code of Regulations
revised April 27, 1993 are hereby incorporated by
reference to Exhibit 3(b) to Form 10-K for the fiscal
year ended December 31, 1993 (File No. 0-12379)
3.3 First Financial Bancorp, Shareholder Rights Plan is hereby
incorporated by reference to Exhibit 4 to Form 8-K dated
November 23, 1993. (File No. 0-12379)
5 Opinion of Frost & Jacobs LLP
23.1 Consent of Frost & Jacobs LLP
(contained in Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Powers of Attorney
EXHIBIT 5.--OPINION OF COUNSEL
FROST & JACOBS
2500 PNC Center
201 East Fifth Street
Post Office Box 5715
Cincinnati, Ohio 45201-5715
513) 651-6800
April 24, 1997
First Financial Bancorp.
300 High Street
Hamilton, Ohio 45012-0476
Re: First Financial Bancorp.
Form S-3 Registration Statement
Gentlemen:
We are counsel for First Financial Bancorp., an Ohio corporation (the
"Company"), which is named as the registrant in the Registration Statement on
Form S-3, which is being filed on or about April 24, 1997 with the Securities
and Exchange Commission for the purpose of registering, under the Securities Act
of 1933, as amended, certain common shares, par value $8.00 per share (the
"Common Shares"), of the Company in connection with its Dividend Reinvestment
and Share Purchase Plan (the "Plan").
With respect to the Common Shares being registered pursuant to such
Registration Statement, it is our opinion that the Common Shares, when issued
and paid for pursuant to the Plan, will be validly issued, fully paid and
non-assessable.
We hereby consent to the reference to our firm under the caption "Legal
Matters" in the Registration Statement.
Very truly yours,
/s/Frost & Jacobs
------------------
FROST & JACOBS LLP
KMM/lh
EXHIBIT 23.1--CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of First Financial
Bancorp. for the registration of 300,000 shares of its common stock and to the
incorporation by reference therein of our report dated January 15, 1997, with
respect to the consolidated financial statements of First Financial Bancorp.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1996, as filed with the Securities and Exchange Commission.
/s/Ernst & Young
-----------------
ERNST & YOUNG LLP
Cincinnati, Ohio
April 23, 1997
POWER OF ATTORNEY
WHEREAS, FIRST FINANCIAL BANCORP., an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-3 with respect to the First
Financial Bancorp. Dividend Reinvestment and Share Purchase Plan (the "Plan")
relating to all common shares of the Corporation which are or may be offered or
sold under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated
below under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Stanley
N. Pontius, Michael R. O'Dell, and Joseph M. Gallina his attorneys for him and
in his name, place and stead, and authorizes each such attorney and any of them
to execute and file the Registration Statement, including the prospectuses, and
thereafter to execute and file any amended registration statement or statements
and amended prospectus or prospectuses or amendments or supplements to any of
the foregoing, hereby giving and granting to said attorneys full power and
authority to do and perform every act and thing whatsoever requisite and
necessary to be done in connection therewith as fully to all intents and
purposes as he might or could do if personally present at the doing thereof, and
hereby ratifies and confirms all that said attorneys may or shall lawfully do,
or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th
day of March, 1997.
/s/Arthur W. Bidwell
--------------------
Arthur W. Bidwell
Director
<PAGE>
POWER OF ATTORNEY
WHEREAS, FIRST FINANCIAL BANCORP., an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-3 with respect to the First
Financial Bancorp. Dividend Reinvestment and Share Purchase Plan (the "Plan")
relating to all common shares of the Corporation which are or may be offered or
sold under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated
below under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Stanley
N. Pontius, Michael R. O'Dell, and Joseph M. Gallina his attorneys for him and
in his name, place and stead, and authorizes each such attorney and any of them
to execute and file the Registration Statement, including the prospectuses, and
thereafter to execute and file any amended registration statement or statements
and amended prospectus or prospectuses or amendments or supplements to any of
the foregoing, hereby giving and granting to said attorneys full power and
authority to do and perform every act and thing whatsoever requisite and
necessary to be done in connection therewith as fully to all intents and
purposes as he might or could do if personally present at the doing thereof, and
hereby ratifies and confirms all that said attorneys may or shall lawfully do,
or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th
day of March, 1997.
/s/Thomas C. Blake
------------------
Thomas C. Blake
Director
<PAGE>
POWER OF ATTORNEY
WHEREAS, FIRST FINANCIAL BANCORP., an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-3 with respect to the First
Financial Bancorp. Dividend Reinvestment and Share Purchase Plan (the "Plan")
relating to all common shares of the Corporation which are or may be offered or
sold under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated
below under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Stanley
N. Pontius, Michael R. O'Dell, and Joseph M. Gallina his attorneys for him and
in his name, place and stead, and authorizes each such attorney and any of them
to execute and file the Registration Statement, including the prospectuses, and
thereafter to execute and file any amended registration statement or statements
and amended prospectus or prospectuses or amendments or supplements to any of
the foregoing, hereby giving and granting to said attorneys full power and
authority to do and perform every act and thing whatsoever requisite and
necessary to be done in connection therewith as fully to all intents and
purposes as he might or could do if personally present at the doing thereof, and
hereby ratifies and confirms all that said attorneys may or shall lawfully do,
or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th
day of March, 1997.
/s/Donald M. Cisle
------------------
Donald M. Cisle
Director
<PAGE>
POWER OF ATTORNEY
WHEREAS, FIRST FINANCIAL BANCORP., an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-3 with respect to the First
Financial Bancorp. Dividend Reinvestment and Share Purchase Plan (the "Plan")
relating to all common shares of the Corporation which are or may be offered or
sold under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated
below under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Stanley
N. Pontius, Michael R. O'Dell, and Joseph M. Gallina his attorneys for him and
in his name, place and stead, and authorizes each such attorney and any of them
to execute and file the Registration Statement, including the prospectuses, and
thereafter to execute and file any amended registration statement or statements
and amended prospectus or prospectuses or amendments or supplements to any of
the foregoing, hereby giving and granting to said attorneys full power and
authority to do and perform every act and thing whatsoever requisite and
necessary to be done in connection therewith as fully to all intents and
purposes as he might or could do if personally present at the doing thereof, and
hereby ratifies and confirms all that said attorneys may or shall lawfully do,
or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th
day of March, 1997.
/s/Carl R. Fiora
----------------
Carl R. Fiora
Director
<PAGE>
POWER OF ATTORNEY
WHEREAS, FIRST FINANCIAL BANCORP., an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-3 with respect to the First
Financial Bancorp. Dividend Reinvestment and Share Purchase Plan (the "Plan")
relating to all common shares of the Corporation which are or may be offered or
sold under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated
below under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Stanley
N. Pontius, Michael R. O'Dell, and Joseph M. Gallina his attorneys for him and
in his name, place and stead, and authorizes each such attorney and any of them
to execute and file the Registration Statement, including the prospectuses, and
thereafter to execute and file any amended registration statement or statements
and amended prospectus or prospectuses or amendments or supplements to any of
the foregoing, hereby giving and granting to said attorneys full power and
authority to do and perform every act and thing whatsoever requisite and
necessary to be done in connection therewith as fully to all intents and
purposes as he might or could do if personally present at the doing thereof, and
hereby ratifies and confirms all that said attorneys may or shall lawfully do,
or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th
day of March, 1997.
/s/Vaden Fitton
---------------
Vaden Fitton
Director
<PAGE>
POWER OF ATTORNEY
WHEREAS, FIRST FINANCIAL BANCORP., an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-3 with respect to the First
Financial Bancorp. Dividend Reinvestment and Share Purchase Plan (the "Plan")
relating to all common shares of the Corporation which are or may be offered or
sold under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated
below under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Stanley
N. Pontius, Michael R. O'Dell, and Joseph M. Gallina his attorneys for him and
in his name, place and stead, and authorizes each such attorney and any of them
to execute and file the Registration Statement, including the prospectuses, and
thereafter to execute and file any amended registration statement or statements
and amended prospectus or prospectuses or amendments or supplements to any of
the foregoing, hereby giving and granting to said attorneys full power and
authority to do and perform every act and thing whatsoever requisite and
necessary to be done in connection therewith as fully to all intents and
purposes as he might or could do if personally present at the doing thereof, and
hereby ratifies and confirms all that said attorneys may or shall lawfully do,
or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th
day of March, 1997.
/s/James C. Garland
-----------------
James C. Garland
Director
<PAGE>
POWER OF ATTORNEY
WHEREAS, FIRST FINANCIAL BANCORP., an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-3 with respect to the First
Financial Bancorp. Dividend Reinvestment and Share Purchase Plan (the "Plan")
relating to all common shares of the Corporation which are or may be offered or
sold under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated
below under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Stanley
N. Pontius, Michael R. O'Dell, and Joseph M. Gallina his attorneys for him and
in his name, place and stead, and authorizes each such attorney and any of them
to execute and file the Registration Statement, including the prospectuses, and
thereafter to execute and file any amended registration statement or statements
and amended prospectus or prospectuses or amendments or supplements to any of
the foregoing, hereby giving and granting to said attorneys full power and
authority to do and perform every act and thing whatsoever requisite and
necessary to be done in connection therewith as fully to all intents and
purposes as he might or could do if personally present at the doing thereof, and
hereby ratifies and confirms all that said attorneys may or shall lawfully do,
or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 26th
day of March, 1997.
/s/F. Elden Houts
-----------------
F. Elden Houts
Director
<PAGE>
POWER OF ATTORNEY
WHEREAS, FIRST FINANCIAL BANCORP., an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-3 with respect to the First
Financial Bancorp. Dividend Reinvestment and Share Purchase Plan (the "Plan")
relating to all common shares of the Corporation which are or may be offered or
sold under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated
below under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Stanley
N. Pontius, Michael R. O'Dell, and Joseph M. Gallina his attorneys for him and
in his name, place and stead, and authorizes each such attorney and any of them
to execute and file the Registration Statement, including the prospectuses, and
thereafter to execute and file any amended registration statement or statements
and amended prospectus or prospectuses or amendments or supplements to any of
the foregoing, hereby giving and granting to said attorneys full power and
authority to do and perform every act and thing whatsoever requisite and
necessary to be done in connection therewith as fully to all intents and
purposes as he might or could do if personally present at the doing thereof, and
hereby ratifies and confirms all that said attorneys may or shall lawfully do,
or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 31st
day of March, 1997.
/s/Murph Knapke
---------------
Murph Knapke
Director
<PAGE>
POWER OF ATTORNEY
WHEREAS, FIRST FINANCIAL BANCORP., an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-3 with respect to the First
Financial Bancorp. Dividend Reinvestment and Share Purchase Plan (the "Plan")
relating to all common shares of the Corporation which are or may be offered or
sold under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated
below under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Stanley
N. Pontius, Michael R. O'Dell, and Joseph M. Gallina his attorneys for him and
in his name, place and stead, and authorizes each such attorney and any of them
to execute and file the Registration Statement, including the prospectuses, and
thereafter to execute and file any amended registration statement or statements
and amended prospectus or prospectuses or amendments or supplements to any of
the foregoing, hereby giving and granting to said attorneys full power and
authority to do and perform every act and thing whatsoever requisite and
necessary to be done in connection therewith as fully to all intents and
purposes as he might or could do if personally present at the doing thereof, and
hereby ratifies and confirms all that said attorneys may or shall lawfully do,
or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th
day of March, 1997.
/s/Charles T. Koehler
---------------------
Charles T. Koehler
Director
<PAGE>
POWER OF ATTORNEY
WHEREAS, FIRST FINANCIAL BANCORP., an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-3 with respect to the First
Financial Bancorp. Dividend Reinvestment and Share Purchase Plan (the "Plan")
relating to all common shares of the Corporation which are or may be offered or
sold under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated
below under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Stanley
N. Pontius, Michael R. O'Dell, and Joseph M. Gallina his attorneys for him and
in his name, place and stead, and authorizes each such attorney and any of them
to execute and file the Registration Statement, including the prospectuses, and
thereafter to execute and file any amended registration statement or statements
and amended prospectus or prospectuses or amendments or supplements to any of
the foregoing, hereby giving and granting to said attorneys full power and
authority to do and perform every act and thing whatsoever requisite and
necessary to be done in connection therewith as fully to all intents and
purposes as he might or could do if personally present at the doing thereof, and
hereby ratifies and confirms all that said attorneys may or shall lawfully do,
or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th
day of March, 1997.
/s/Barry J. Levey
-----------------
Barry J. Levey
Director
<PAGE>
POWER OF ATTORNEY
WHEREAS, FIRST FINANCIAL BANCORP., an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-3 with respect to the First
Financial Bancorp. Dividend Reinvestment and Share Purchase Plan (the "Plan")
relating to all common shares of the Corporation which are or may be offered or
sold under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated
below under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Stanley
N. Pontius, Michael R. O'Dell, and Joseph M. Gallina his attorneys for him and
in his name, place and stead, and authorizes each such attorney and any of them
to execute and file the Registration Statement, including the prospectuses, and
thereafter to execute and file any amended registration statement or statements
and amended prospectus or prospectuses or amendments or supplements to any of
the foregoing, hereby giving and granting to said attorneys full power and
authority to do and perform every act and thing whatsoever requisite and
necessary to be done in connection therewith as fully to all intents and
purposes as he might or could do if personally present at the doing thereof, and
hereby ratifies and confirms all that said attorneys may or shall lawfully do,
or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th
day of March, 1997.
/s/Stephen S. Marcum
--------------------
Stephen S. Marcum
Director
<PAGE>
POWER OF ATTORNEY
WHEREAS, FIRST FINANCIAL BANCORP., an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-3 with respect to the First
Financial Bancorp. Dividend Reinvestment and Share Purchase Plan (the "Plan")
relating to all common shares of the Corporation which are or may be offered or
sold under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated
below under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Stanley
N. Pontius, Michael R. O'Dell, and Joseph M. Gallina his attorneys for him and
in his name, place and stead, and authorizes each such attorney and any of them
to execute and file the Registration Statement, including the prospectuses, and
thereafter to execute and file any amended registration statement or statements
and amended prospectus or prospectuses or amendments or supplements to any of
the foregoing, hereby giving and granting to said attorneys full power and
authority to do and perform every act and thing whatsoever requisite and
necessary to be done in connection therewith as fully to all intents and
purposes as he might or could do if personally present at the doing thereof, and
hereby ratifies and confirms all that said attorneys may or shall lawfully do,
or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th
day of March, 1997.
/s/Lauren N. Patch
------------------
Lauren N. Patch
Director
<PAGE>
POWER OF ATTORNEY
WHEREAS, FIRST FINANCIAL BANCORP., an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the Securities
and Exchange Commission under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-3 with respect to the First
Financial Bancorp. Dividend Reinvestment and Share Purchase Plan (the "Plan")
relating to all common shares of the Corporation which are or may be offered or
sold under the Plan; and
WHEREAS, the undersigned is a director of the Corporation, as indicated
below under his name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints Stanley
N. Pontius, Michael R. O'Dell, and Joseph M. Gallina his attorneys for him and
in his name, place and stead, and authorizes each such attorney and any of them
to execute and file the Registration Statement, including the prospectuses, and
thereafter to execute and file any amended registration statement or statements
and amended prospectus or prospectuses or amendments or supplements to any of
the foregoing, hereby giving and granting to said attorneys full power and
authority to do and perform every act and thing whatsoever requisite and
necessary to be done in connection therewith as fully to all intents and
purposes as he might or could do if personally present at the doing thereof, and
hereby ratifies and confirms all that said attorneys may or shall lawfully do,
or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th
day of March, 1997.
/s/Barry S. Porter
------------------
Barry S. Porter
Director
