FIRST FINANCIAL BANCORP /OH/
S-8, 1999-09-09
NATIONAL COMMERCIAL BANKS
Previous: CENTOCOR INC, 424B3, 1999-09-09
Next: COMPAQ COMPUTER CORP, 4, 1999-09-09



<PAGE>   1
   As filed with the Securities and Exchange Commission on September 9, 1999
                                                  Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       ----------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                       ----------------------------------
                            FIRST FINANCIAL BANCORP.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                           <C>
                           Ohio                                                            31-1042001
(State or other jurisdiction of incorporation or organization)                (I.R.S. Employer Identification No.)
</TABLE>

                                 300 High Street
                                  P.O. Box 476
                            Hamilton, Ohio 45012-0476
                                 (513) 867-4700
  (Address, including zip code, of registrant's principal executive office)

                       ----------------------------------

  First Financial Bancorp. 1999 Stock Incentive Plan for Officers and Employees
                            (6,000,000 Common Shares)
   First Financial Bancorp. 1999 Stock Option Plan for Non-Employee Directors
                            (500,000 Common Shares)
                            (Full title of the plans)

                       ----------------------------------

                                Michael R. O'Dell
          Senior Vice President, Chief Financial Officer, and Secretary
                                 300 High Street
                                  P.O. Box 476
                            Hamilton, Ohio 45012-0476
                                 (513) 867-4700
  (Name, address including zip code, and telephone number including area code,
                             of agent for service)

                       ----------------------------------

                  Please send copies of all communications to:

                               Neil Ganulin, Esq.
                               Frost & Jacobs LLP
                                 2500 PNC Center
                              201 East Fifth Street
                             Cincinnati, Ohio 45202
                                 (513) 651-6800

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Title of                 Amount                 Proposed Maximum       Proposed Maximum        Amount of
Securities               to be                  Offering Price         Aggregate Offering      Registration
to be Registered         Registered             Per Share(1)           Price                   Fee
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
<S>                      <C>                    <C>                    <C>                     <C>
Common Shares,
without par value(2)     6,500,000               $21.71875              $141,171,875             $39,245.79
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
</TABLE>

(1)  Estimated in accordance with Rule 457(c) pursuant to Rule 457(h)(1), based
     upon the average of the high and low prices per share on The Nasdaq
     National Market on September 7, 1999, solely for the purpose of calculation
     of the registration fee.

(2)  Includes attached rights

Pursuant to Rule 416(a), this registration statement also covers additional
common shares to be offered or issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions.



<PAGE>   2


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents have been filed by First Financial Bancorp.
(the "Company") with the Commission (File No. 000-12379) and are incorporated
herein by reference:

         (1)      The Company's Annual Report on Form 10-K for the year ended
                  December 31, 1998

         (2)      The Company's Quarterly Report on Form 10-Q for the periods
                  ended March 31, 1999 and June 30, 1999

         (3)      The Company's Current Report on Form 8-K filed on June 16,
                  1999

         All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
"Subsequently Filed Documents"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part of
this Registration Statement from the date of filing of such documents.

         Any statement contained in this Registration Statement or in a document
incorporated by reference in this Registration Statement 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 Registration Statement 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 Michael R. O'Dell, Secretary, 300 High Street, P.O. Box 476,
Hamilton, Ohio 45012-0476, telephone number (513) 867-4700.

ITEM 4. DESCRIPTION OF CAPITAL STOCK.

         The following is a summary description of the capital stock of the
Company, does not purport to be complete and is subject to, and is qualified in
its entirety by, the Company's Amended Articles of Incorporation (the "Articles
of Incorporation") as filed with the Securities and Exchange Commission on
August 6, 1999 as Exhibit 3 to the Company's Quarterly Report on Form 10-Q (File
No. 000-12379).

                                      II-1
<PAGE>   3

Authorized Shares. The Company's Articles of Incorporation authorize the
issuance of 160,000,000 common shares, without par value, of which 42,594,164
shares were issued and outstanding at August 20, 1999. The remaining authorized
but unissued shares of common stock may be issued upon authorization of the
Board of Directors without prior shareholder approval. All issued shares of
common stock of the Company are fully paid and non-assessable.

Dividend Rights. The holders of the Company's common stock are entitled to
dividends and other distributions when, as and if declared by the Board of
Directors out of funds legally available therefor. Subject to certain regulatory
restrictions, dividends may be paid in cash, property or shares of common stock,
unless the Company is insolvent or the dividend payment would render it
insolvent.

Directors. The number of directors of the Company can be no less than 9 and no
more than 25. The Company currently has 14 directors, divided into three classes
of directors. The size of the Board can be increased or decreased at any time
by:

              a.  the affirmative vote of two-thirds (2/3rds) of the whole
                  authorized number of directors, or

              b.  the affirmative vote of the holders of at least two-thirds
                  (2/3rds) of the outstanding voting power of the Company at a
                  meeting of shareholders, at which a quorum is present, called
                  for the purpose of electing directors.

         The Company's Board of Directors may not, under provisions of the
Company's Regulations, increase the authorized number of directors by more than
three positions during any period between annual meetings.

         The Company's directors are elected to three-year terms, with the term
of office of one class expiring each year. Shareholders of the Company annually
elect only one of the three classes. This method of election could be considered
an impediment for a takeover of control of the Company by third parties.

Voting Rights. The holders of the Company's common stock are entitled to one
vote per share on all matters presented for shareholder vote. Shareholders of
the Company do not have cumulative voting rights in the election of directors.

Preemptive Rights. As permitted by law, the Company's Articles of Incorporation
provide that the holders of the Company's common stock do not have preemptive
rights.

Amendments to Articles of Incorporation and Regulations. Any provision of the
Company's Articles of Incorporation may be amended, altered, changed or repealed
by following the procedures prescribed by the then current laws of the State of
Ohio.

                                      II-2
<PAGE>   4

         The Company's Regulations may be amended, altered, repealed or replaced
by the affirmative vote of at least two-thirds (2/3rds) of shares outstanding at
a meeting of shareholders called for such purpose, unless the change is
recommended by the affirmative vote of two-thirds (2/3rds) of the whole
authorized number of directors. If recommended by the affirmative vote of
two-thirds (2/3rds) of the whole authorized number of directors, the affirmative
vote of a majority of the outstanding shares will be required for approval.

Provisions Affecting Business Combinations and Changes in Control. Ohio law
governs the rights of shareholders of the Company. Chapter 1704 of the Ohio
Revised Code (the "ORC") may be viewed as having an anti-takeover effect. This
statute, in general, prohibits an "issuing public corporation," the definition
of which includes the Company, from entering into a "Chapter 1704 Transaction"
with the beneficial owner, or affiliates of such beneficial owner, of 10.0% or
more of the outstanding shares of the corporation (an "interested shareholder")
for at least three years following the date on which the interested shareholder
attains such 10.0% ownership, unless the board of directors of the corporation
approves, prior to such person becoming an interested shareholder, either the
transaction or the acquisition of shares resulting in a 10.0% ownership
position. A "Chapter 1704 Transaction" is broadly defined to include, among
other things, a merger or consolidation with; a sale of substantial assets to;
or the receipt of a loan, guaranty or other financial benefit, which is not
proportionately received by all shareholders, from the interested shareholder.
Following the expiration of such three-year period, a Chapter 1704 Transaction
with the interested shareholder is permitted only if i) the transaction is
approved by the holders of at least two-thirds of the voting power of the
corporation or such different proportion as is set forth in the corporation's
articles of incorporation, including a majority of the outstanding shares
excluding those owned by the interested shareholder, or (ii) the business
combination results in the shareholders other than the interested shareholder
receiving a prescribed "fair price" for their shares. One significant effect of
Chapter 1704 is to encourage a person to negotiate with the board of directors
of a corporation prior to becoming an interested shareholder.

         In addition, Section 1707.043 of the ORC requires a person or entity
that makes a proposal to acquire the control of a corporation to repay to that
corporation any profits made from trades in the corporation's stock within
eighteen months after making the control proposal.

         Section 1701.831 of the ORC (the "Control Share Acquisition Statute")
requires shareholder approval of any proposed "control share acquisition" of an
Ohio corporation. A "control share acquisition" is the acquisition, directly or
indirectly, by any person, including any individual, partnership, corporation,
limited liability company, society, association or two or more persons who have
a joint or common interest, of shares of a corporation that, when added to all
other shares of the corporation that may be voted, directly or indirectly, by
the acquiring person, would entitle such person to exercise or direct the
exercise of 20.0% or more, but less than 33-1/3%, of the voting power of the
corporation in the election of directors or 33-1/3% or more, but less than a
majority, of such voting power or a majority or more of such voting power. Under
the Control Share Acquisition Statute, the control share acquisition must be
approved in advance by the holders of a majority of the outstanding voting
shares

                                      II-3
<PAGE>   5

represented at a meeting at which a quorum is present and by the holders of a
majority of the portion of the outstanding voting shares represented at such a
meeting excluding the voting shares owned by the acquiring shareholder and
certain "interested shares," including shares owned by officers elected or
appointed by the directors of the corporation and by directors of the
corporation who are also employees of the corporation.

         The purpose of the Control Share Acquisition Statute is to give
shareholders of Ohio corporations a reasonable opportunity to express their
views on a proposed shift in control, thereby reducing the coercion inherent in
an unfriendly takeover. The provisions of the Control Share Acquisition Statute
grant to the shareholders of the Company the assurance that they will have
adequate time to evaluate the proposal of the acquiring person, that they will
be permitted to vote on the issue of authorizing the acquiring person's purchase
program to go forward in the same manner and with the same proxy information
that would be available to them if a proposed merger of the Company were before
them and, most importantly, that the interests of all shareholders will be taken
into account in connection with such vote and the probability will be increased
that they will be treated equally regarding the price to be offered for their
common shares if the implementation of the proposal is approved.

         The Control Share Acquisition Statute applies not only to traditional
offers but also to open market purchases, privately negotiated transactions and
original issuances by an Ohio corporation, whether friendly or unfriendly. The
procedural requirements of the Control Share Acquisition Statute could render
approval of any control share acquisition difficult in that the transaction must
be authorized at a special meeting of shareholders, at which a quorum is
present, by the affirmative vote of the majority of the voting power represented
and by a majority of the portion of such voting power excluding interested
shares. Any corporate defense against persons seeking to acquire control may
have the effect of discouraging or preventing offers which some shareholders
might find financially attractive. On the other hand, the need on the part of
the acquiring person to convince the shareholders of the Company of the value
and validity of the offer may cause such offer to be more financially attractive
in order to gain shareholder approval.

         In addition, Section 1701.59 of the ORC provides that, in determining
what such director reasonably believes to be in the best interests of the
corporation, the director may consider, in addition to the interests of the
corporation's shareholders, any of the interests of the corporation's employees,
suppliers, creditors and customers, the economy of the State of Ohio and the
United States, community and societal considerations and the long-term as well
as the short-term interests in the corporation and its shareholders, including
the possibility that these interests may be best served by the continued
independence of the corporation.

         The overall effect of these statutes may be to render more difficult or
discourage the removal of incumbent management or the assumption of effective
controls by other persons.

The Company's Shareholders Rights Plan. On November 26, 1993, the Company
adopted a shareholder rights plan (the "Plan") and declared a dividend of one
right on each outstanding share of its common stock ("Right") to shareholders of
record as of December 6, 1993. Each

                                      II-4
<PAGE>   6

share of the Company's common stock issued after December 6, 1993 will include
one Right. Under the Plan, the Rights will actually be distributed only if one
or more of certain designated actions involving the Company's common stock
occur.

         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
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.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         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 statute does 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.

                                      II-5
<PAGE>   7

         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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The Exhibits filed as part of this Registration Statement are described
in the Exhibit Index included in this filing.

ITEM 9.  UNDERTAKINGS.

         (1)       The undersigned registrant hereby undertakes:

                  (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;

                           (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 the undertakings in clauses
                           (i) - (ii) hereof will not apply if the information
                           required to be included in a post-effective amendment
                           by those clauses is contained in periodic reports
                           filed with or furnished to the Commission by the
                           registrant pursuant to Section 13 or Section 15(d) of
                           the Securities Exchange Act of 1934 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

                                      II-6
<PAGE>   8

                           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.

         (3) 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 provisions of Rule 512(h) of
Regulation S-K, 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 of 1933 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 of 1933 and will be governed by the final
adjudication of such issues.

                                      II-7

<PAGE>   9


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hamilton and State of Ohio, on the 24 day of August,
1999.

                                       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 on the dates indicated below by the
following persons in the capacities indicated.



<TABLE>
<S>                                                               <C>
         /s/ Barry J. Levey                                                /s/ Stanley N. Pontius
- -----------------------------------------------                   -------------------------------------------------
Barry J. Levey, Chairman of the Board                             Stanley N. Pontius, Director, President and Chief
                                                                  Executive Officer

Date:     August 24, 1999                                         Date:    August 24, 1999
       ----------------------------------------                             ------------------------------------------


         /s/ Michael R. O'Dell                                             /s/ C. Douglas Lefferson
- -----------------------------------------------                   -------------------------------------------------
Michael R. O'Dell, Senior Vice President, Chief                   C. Douglas Lefferson, First Vice President,
Financial Officer and Secretary                                   Comptroller

Date:    August 24, 1999                                          Date:    August 24, 1999
       ----------------------------------------                             ------------------------------------------


         /s/ Barry J. Levey                                                /s/ Stephen S. Markum
- -----------------------------------------------                   -------------------------------------------------
Barry J. Levey, Chairman of the Board                             Stephen S. Markum, Director

Date:     August 24, 1999                                         Date:    August 24, 1999
       ----------------------------------------                             ------------------------------------------


         /s/ Donald M. Cisle                                               /s/ Murph Knapke
- -----------------------------------------------                   -------------------------------------------------
Donald M. Cisle, Director                                         Murph Knapke, Director

Date:    August 24, 1999                                          Date:    August 24, 1999
       ----------------------------------------                             ------------------------------------------
</TABLE>

                                      II-8
<PAGE>   10

<TABLE>
<S>                                                               <C>
         /s/ Carl R. Fiora                                                 /s/ Steven C. Posey
- -----------------------------------------------                   -------------------------------------------------
Carl R. Fiora, Director                                           Steven C. Posey, Director

Date:    August 24, 1999                                          Date:    August 24, 1999
       ----------------------------------------                             ------------------------------------------


         /s/ Richard L. Alderson                                           /s/ Perry D. Thatcher
- -----------------------------------------------                   -------------------------------------------------
Richard L. Alderson, Director                                     Perry D. Thatcher, Director

Date:    August 24, 1999                                          Date:    August 24, 1999
       ----------------------------------------                             ------------------------------------------
</TABLE>


                                      II-9

<PAGE>   11



                                  EXHIBIT INDEX


<TABLE>
Exhibit          Description                                                                             Page

<S>              <C>                                                                                     <C>
3.1              Amended Articles of Incorporation of the Company are hereby
                 incorporated by reference to Exhibit 3 to the Company's
                 Quarterly Report on Form 10-Q (File No.
                 000-12379) filed on August 6, 1999.

3.2              Amended and Restated Regulations of the Company are hereby incorporated by
                 reference to Exhibit 3(b) to the Company's Annual Report on Form 10-K (File
                 No.000-12379) filed on March 30, 1999.

4.1              First Financial Bancorp. and The First National Bank of Southwestern Ohio,
                 Rights Agent: Rights Agreement is hereby incorporated by reference to Exhibit 4
                 to the Company's Annual Report on Form 10-K (File No.000-12379) filed on March
                 30, 1999.

4.2              First Amendment to Rights Agreement is hereby incorporated by reference to
                 Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q (File No.000-12379)
                 filed on May 14, 1998.

4.3              First Financial Bancorp. 1999 Stock Incentive Plan for Officers and Employees
                 is hereby incorporated by reference to Exhibit A to the Company's Proxy
                 Statement filed on March 22, 1999.

4.4              First Financial Bancorp. 1999 Stock Option Plan for Non-Employee Directors is
                 hereby incorporated by reference to Exhibit B to the Company's Proxy Statement
                 filed on March 22, 1999.

5                Opinion of Frost & Jacobs LLP

23.1             Consent of Frost & Jacobs LLP (contained in Exhibit 5)

23.2             Consent of Ernst & Young LLP
</TABLE>




<PAGE>   1
                                   EXHIBIT 5
                                                               September 7, 1999

First Financial Bancorp.
300 High Street
Hamilton OH  45012-0476

         Re:      First Financial Bancorp. Form S-8 Registration Statement
                  First Financial Bancorp. 1999 Stock Incentive Plan for
                  Officers and Employees
                  First Financial Bancorp. 1999 Stock Option Plan for
                  Non-Employee Directors

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-8 (the "Registration Statement") that is being filed on or about
September 7, 1999 with the Securities and Exchange Commission (the "Commission")
for the purpose of registering under the Securities Act of 1933, as amended (the
"Act"), 6,000,000 common shares, without par value (the "Common Shares"), of the
Company to be offered pursuant to the First Financial Bancorp. 1999 Stock
Incentive Plan for Officers and Employees (the "Incentive Plan") and 500,000
Common Shares of the Company to be offered pursuant to the First Financial
Bancorp. 1999 Stock Option Plan for Non-Employee Directors (the "Option Plan")
(collectively the "Plans").

         As counsel for the Company, we have participated in the preparation of
the Registration Statement. In addition, we are generally familiar with the
records and proceedings of the Company. Furthermore, we have examined and relied
on the originals or copies, certified or otherwise identified to our
satisfaction, of corporate records or documents of the Company and such
representations of officers of the Company as we have deemed appropriate.

         With respect to the Common Shares offered pursuant to the Plans and
registered pursuant to the Registration Statement as filed and as it may be
amended, it is our opinion that the Common Shares, when distributed pursuant to
the terms of the Incentive Plan or when issued and paid for pursuant to the
terms of the Incentive Plan or the Option Plan, will be validly issued, fully
paid and non-assessable.

         We hereby consent to the filing of this opinion with the Commission.

                                           Very truly yours,

                                           Frost & Jacobs LLP


<PAGE>   1
                                  EXHIBIT 23.2

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS



         We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the First Financial Bancorp 1999 Stock
Incentive Plan for Officers and Employees (6,000,000 shares) and the First
Financial Bancorp 1999 Stock Option Plan for Non-Employee Directors (500,000
shares), of our report dated January 15, 1999, 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, 1998.


                                                     ERNST & YOUNG LLP


September 9, 1999
Cincinnati, Ohio




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission