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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
First Finacial Bancorp
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
March 20, 1998
-------------------------------------------------------------------------
Notes:
<PAGE>
FIRST FINANCIAL BANCORP
701 South Ham Lane
Lodi, California 95242
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 28, 1998
TO EACH SHAREHOLDER OF
FIRST FINANCIAL BANCORP:
You are invited to attend the Annual Meeting of Shareholders of First
Financial Bancorp, a California corporation (the "Company"), which will be held
at the Company's executive offices, 701 South Ham Lane, Lodi, California 95242,
on Tuesday, April 28, 1998, at 5:30 p.m., Pacific Time, for the following
purposes:
1. To elect a Board of eight directors to serve until the next annual meeting
of shareholders or until their successors are elected and qualified.
The names of the nominees to be presented for election are set forth in
the accompanying Proxy Statement.
2. To transact such other business as may properly be brought before the
meeting or any adjournment or postponement thereof.
Section 2.05 of the Bylaws of the Company, as amended, provides as
follows:
"Nominations for election to the Board of Directors may be made by the
Board of Directors or by any shareholder entitled to vote for the
election of directors. Nominations, other than those made by the
Board of Directors, shall be made in writing and shall be delivered or
mailed, with first-class United States mail postage prepaid, to the
Secretary not less than 20 days nor more than 50 days prior to any
meeting of shareholders called for the election of directors;
provided, however, that if less than 25 days' notice of the meeting is
given to the shareholders, such nomination shall be mailed or
delivered to the Secretary not later than the close of business on the
seventh day following the day on which the notice of the meeting was
mailed. Shareholder nominations shall contain the following
information: (a) the name, age, business address and, if known,
residence address of each proposed nominee; (b) the principal
occupation or employment of each proposed nominee; (c) the total
number of shares of capital stock of the Corporation that are
beneficially owned by each proposed nominee and by the nominating
shareholder; (d) the name and residence address of the notifying
shareholder; and (e) any other information the Corporation must
disclose regarding director nominees in the Corporation's proxy
solicitation. Nominations not made in accordance with this Section
may be disregarded by the Chairman of the meeting, and if the
Chairman so instructs, the inspectors of election may disregard all
votes cast for each such nominee."
Only shareholders of record at the close of business on March 2, 1998, are
entitled to notice of, and to vote at, the meeting. In order to ensure your
representation, please complete, sign and date the enclosed proxy as promptly as
possible and return it in the enclosed envelope. If you attend the meeting and
wish to vote in person, your proxy will not be used.
By Order of the Board of Directors,
David M. Philipp
Executive Vice President, Chief Financial Officer,
and Secretary
Lodi, California
March 20, 1998
<PAGE>
FIRST FINANCIAL BANCORP
701 South Ham Lane
Lodi, California 95242
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of First Financial Bancorp, a California
corporation (the "Company"), for the annual meeting of shareholders of the
Company, to be held on Tuesday, April 28, 1998, at 5:30 p.m., Pacific Time, at
the Company's executive offices, 701 South Ham Lane, Lodi, California 95242, and
any adjournment or postponement thereof (the "Annual Meeting"). The purposes of
the meeting are set forth in the Notice of Annual Meeting of Shareholders to
which this Proxy Statement is attached. The Company anticipates mailing this
Proxy Statement and form of proxy to its shareholders on or about March 20,
1998.
The cost of this solicitation will be paid by the Company. The
solicitation of proxies will be made primarily by use of the mails. In addition,
directors, officers and regular employees of the Company may make solicitations
by telephone, facsimile or personal interviews, and may request banks, brokers,
fiduciaries and other persons holding stock in their names, or in the names of
their nominees, to forward proxies and proxy materials to their principals and
obtain authorization for the execution and return of such proxies to management.
The Company will reimburse such banks, brokers and fiduciaries for their out-of-
pocket expenses incurred in connection therewith.
A proxy for use at the Annual Meeting is enclosed. Any proxy given may be
revoked by a shareholder at any time before it is exercised by filing with the
Secretary of the Company a notice in writing revoking it or by duly executing a
proxy bearing a later date. Proxies may also be revoked by any shareholder
present at the Annual Meeting who expresses a desire to vote such shares in
person. Subject to such revocation, all proxies duly executed and received
prior to or at the time of the Annual Meeting will be voted in accordance with
the instructions on the proxy. If no specification is made, proxies will be
voted in the election of directors "FOR" the nominees of the Board of Directors,
and, at the proxyholders' discretion, on such other matters, if any, which may
come before the meeting (including any proposal to postpone or adjourn the
meeting).
OUTSTANDING SHARES AND VOTING RIGHTS
There were issued and outstanding 1,332,842 shares of the Company's common
stock, no par value (the "Common Stock"), on March 2, 1998, which has been set
as the record date (the "Record Date") for the purpose of determining the
shareholders entitled to notice of, and to vote at, the Annual Meeting.
The presence in person or by proxy of a majority of the shares entitled to
vote is necessary to constitute a quorum at the Annual Meeting. Abstentions and
broker non-votes will be counted for purposes of determining the presence or
absence of a quorum. "Broker non-votes" are shares held by brokers or nominees
who are present in person or represented by proxy, but which are not voted on a
particular matter because under applicable rules the broker cannot vote on the
matter in the absence of instructions from the beneficial owner. The effect of
abstentions and broker non-votes on the calculation of the required vote on
specific proposals to be brought before the Annual Meeting is discussed under
each proposal, where applicable.
<PAGE>
On any matter submitted to a shareholder vote, each holder of Common Stock
will be entitled to one vote, in person or by proxy, for each share of stock
outstanding in the holder's name on the books of the Company as of the Record
Date. For the election of directors, each shareholder has cumulative voting
rights. Cumulative voting rights entitle each shareholder to cast that number
of votes which equals the number of shares held by such shareholder, multiplied
by the number of directors to be elected. Each shareholder may cast all his or
her votes for a single candidate or may distribute his or her votes among any or
all of the candidates as he or she chooses. In order for a shareholder to
cumulate votes, the nominee's name must be placed in nomination prior to the
voting and the shareholder desiring to cumulate votes must give notice at the
Annual Meeting prior to the voting of the shareholder's intention to cumulate
votes. If any shareholder has given such notice, all shareholders may cumulate
their votes. The proxy holders are given discretionary authority under the terms
of the proxy to cumulate votes with respect to shares for which they hold a
proxy.
PRINCIPAL SHAREHOLDERS
As of March 2, 1998, no individual known to the Company owned beneficially
or of record more than five percent (5%) of the outstanding shares of its Common
Stock, except as described below:
<TABLE>
<CAPTION>
TITLE OR NAME AND ADDRESS OF NUMBER OF SHARES PERCENTAGE
CLASS PRINCIPAL OWNER BENEFICIALLY OWNED OWNED
- - ---------- -------------------- ------------------- -----------
<S> <C> <C> <C>
Common Weldon D. Schumacher 107,364 (1) 7.48%
Stock 1303 Rivergate Drive
Lodi, CA 95240
Common Raymond H. Coldani 72,644 (2) 5.06%
Stock 13199 N. Ray Road
Lodi, CA 95242
___________________________________
</TABLE>
(1) Includes 2,074 shares owned by Dr. Schumacher's wife, 85,970 shares held as
community property and 1,575 shares subject to options that are exercisable
as of March 2, 1998, or become exercisable within 60 days thereafter.
(2) Includes 16,380 shares owned by Mr. Coldani's wife, 55,739 shares held as
community property and 525 shares subject to options that are exercisable
as of March 2, 1998, or become exercisable within 60 days thereafter.
2
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS OF THE COMPANY
The Bylaws provide that the Company's Board of Directors shall consist of
not less than eight nor more than fifteen directors. The authorized number of
directors to be elected at the Annual Meeting is eight. The term of office for
each director extends until the next annual meeting and until his or her
successor is elected and qualified.
The names of the eight nominees for whom votes will be cast pursuant to the
proxies which are hereby solicited are set forth below. All of the nominees are
currently serving as directors of the Company and its subsidiary, Bank of Lodi,
N.A. (the "Bank"), and all of the nominees have been serving in such capacities
since the organization of the Company in May, 1982.
Shares represented by executed proxies will be voted, if authority to do
so is not withheld, for the election of the eight nominees named below, subject
to the proxyholders' discretionary power to cumulate votes. Votes withheld and
broker non-votes as to one or more or all nominees have no legal effect,
although such votes will be counted as shares that are present for purposes of
determining the presence of a quorum. The eight nominees receiving the highest
number of affirmative votes of the shares entitled to be voted for them shall be
elected as directors. Instructions on the proxy to withhold authority to vote
for one or more of the nominees will result in such nominees receiving fewer
affirmative votes. If any nominee is unable to serve, the proxies will be voted
by the proxyholders in their discretion for another person. Management has no
reason to believe that any of the nominees will decline to serve as a director.
The following table sets forth certain information with respect to those
persons nominated by the Board of Directors of the Company for election as
directors, as well as all directors and executive officers as a group. All of
the shares shown in the following table are owned both of record and
beneficially except as indicated in the notes to the table. There is no family
relationship between any of the directors or executive officers. The Company has
only one class of shares, Common Stock, outstanding.
3
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK BENEFICIALLY
OWNED AS OF MARCH 2, 1998
-------------------------
<S> <C> <C> <C> <C>
NUMBER OF
NAME AGE POSITION WITH COMPANY SHARES PERCENT
- - -------------------------------- --- --------------------- --------- -------
Benjamin R. Goehring (a,b,c,d) 66 Chairman of the Board 34,247(1) 2.39%
of Directors
Weldon D. Schumacher (a,b,d) 62 Vice Chairman of the 107,364(2) 7.48%
Board of Directors
Bozant Katzakian (a,c,d) 83 Director 43,330(3) 3.02%
Angelo J. Anagnos (b,d) 63 Director 26,644(4) 1.86%
Raymond H. Coldani (c) 73 Director 72,644(5) 5.06%
Michael D. Ramsey (c) 59 Director 24,843(6) 1.73%
Frank M. Sasaki (b,d) 69 Director 14,762(7) 1.03%
Dennis R. Swanson (a,b,d) 64 Director 30,107(8) 2.10%
All directors and officers 446,076(9) 31.10%
as a group (13 persons)
</TABLE>
_______________________________
(a) Member of the Executive Committee
(b) Member of the Audit Committee and the Compensation and Stock Option
Committee
(c) Member of the Loan and Investment Committee
(d) Member of the Marketing Committee
_______________________________
(1) Includes 11,259 shares owned by Mr. Goehring's wife, 925 shares owned by
Mr. Goehring in joint tenancy with his children, and 3,675 shares subject
to options that are exercisable as of March 2, 1998 or become exercisable
within 60 days thereafter.
(2) Includes 2,074 shares owned by Dr. Schumacher's wife, 85,970 shares held as
community property and 1,575 shares subject to options that are
exercisable as of March 2, 1998 or become exercisable within 60 days
thereafter.
(3) Includes 39,655 shares held in trust by Mr. Katzakian and his wife as
trustees and 3,675 shares subject to options that are exercisable as of
March 2, 1998 or become exercisable within 60 days thereafter.
(4) Includes 8,852 shares owned by Mr. Anagnos' wife and 3,675 shares subject
to options that are exercisable as of March 2, 1998 or become exercisable
within 60 days thereafter.
4
<PAGE>
(5) Includes 16,380 shares owned by Mr. Coldani's wife, 55,739 shares held as
community property and 525 shares subject to options that are
exercisable as of March 2, 1998 or become exercisable within 60 days
thereafter.
(6) Includes 5,292 shares owned by the Newman & Ramsey Pension and Profit
Sharing Trust, 15,876 shares owned by Mr. Ramsey as community property and
3,675 shares subject to options that are exercisable as of March 2, 1998
or become exercisable within 60 days thereafter.
(7) Includes 11,087 shares owned by Mr. Sasaki as community property together
with his wife and 3,675 shares subject to options that are exercisable as
of March 2, 1998 or become exercisable within 60 days thereafter.
(8) Includes 10,292 shares held by Charles Schwab & Co., Custodian for
Individual Retirement Account, of which Dr. Swanson is the sole
beneficiary, 588 shares held by Bank of Lodi, N.A., Custodian for
Individual Retirement Account, of which Dr. Swanson is the sole
beneficiary, 15,552 shares owned by Dr. Swanson as community property
together with his wife, and 3,675 shares subject to options that are
exercisable as of March 2, 1998 or become exercisable within 60 days
thereafter.
(9) Officers included in this total are the President and Chief Executive
Officer, the Executive Vice President and Chief Financial Officer, the
Senior Vice President and Chief Credit Officer, the Senior Vice President
and Operations Administrator, and the Senior Vice President and Sacramento
Area Regional Manager, in each case of the Company and the Bank. Shares
include 77,400 shares subject to options that are exercisable as of March
2, 1998 or become exercisable within 60 days thereafter.
The following is a brief description of the business experience of each
nominee.
BENJAMIN R. GOEHRING was appointed Chairman of the Board of Directors of
the Bank in February, 1996 and the Company in 1996. He is President of T&G
Technologies, Inc., and was formerly the President and principal shareholder of
Goehring Meat, Inc., a meat processing concern headquartered in Lodi,
California, prior to its sale to Victor Fine Foods in 1988. He holds a Bachelor
of Science degree from the University of California. He is a member of many
civic, fraternal and professional organizations, and also serves on the board of
directors for the National Meat Association, the Mokelumne River School, and
several environmental companies.
WELDON D. SCHUMACHER, M.D. was appointed Vice Chairman of the Board of
the Bank and the Company in April, 1996. Dr. Schumacher has been engaged in
the private practice of medicine in Lodi, California, since 1968. He holds a
Bachelor of Arts degree from Loma Linda University, Loma Linda, California, and
a Doctor of Medicine degree from Loma Linda University School of Medicine. Dr.
Schumacher is active in a number of civic and professional organizations,
including the San Joaquin County Medical Society, California Medical
Association, American Medical Association, American Academy of Family Physicians
and the Lodi District Chamber of Commerce.
5
<PAGE>
BOZANT KATZAKIAN was Chairman of the Board of the Company from inception
to April, 1996 and was Chairman of the Board of the Bank from inception through
February , 1995. He also has served as Chairman of Delta Title Guaranty Co. and
as a member of the Board of Directors for Oceanic Financial Corporation in San
Francisco and Old Republic Title of San Francisco. Mr. Katzakian served eight
years on the Lodi City Council and was the Mayor of Lodi for three years. Mr.
Katzakian was instrumental in organizing the Lodi Area Crime Stoppers and served
as its first President. Mr. Katzakian has been active in, and is a past
President of, the Lodi Lodge of the Fraternal Order of Eagles, Lodi Lions Club,
Lodi District Chamber of Commerce, Lodi Board of Realtors, Lodi Grape Festival
and National Wine Show, Central Valley Division of California Cities, and
District Seven California Association of Realtors. Mr. Katzakian was also the
1968 Lodi Outstanding Citizen of the Year, is a member of both the Realtors and
United Way Volunteer Hall of Fame, and past recipient of the Lions International
Melvin Jones Fellow Award.
ANGELO J. ANAGNOS has been an active partner in Sunwest Liquors and
Delicatessen, Lodi, California, since January, 1983. From 1957 to January 1983,
he was the owner of Payless Market and Liquors in Lodi, California. Mr. Anagnos
is a member of a number of fraternal and professional organizations, including
Lodi Elks Club, Lodi Eagles, Order of the Ahepa, Lodi Hellenic Society and the
Lodi District Chamber of Commerce.
RAYMOND H. COLDANI has been a self-employed farmer and real estate
broker in Lodi, California for 30 years, and is the President and co-owner of
Coldani Realty, Inc. He is a member of the Lodi Board of Realtors and serves
on the Board of Directors for Reclamation District No. 548.
MICHAEL D. RAMSEY is Vice President of Accordia of California Insurance
Services, Inc. Mr. Ramsey has been the owner of Lobaugh, Newman & Ramsey, Inc.
since 1972. He holds a Bachelor of Science degree from the University of the
Pacific in Stockton, California. Mr. Ramsey is active in several civic,
fraternal and professional organizations, including the Independent Insurance
Agents of San Joaquin County, the Independent Insurance Agents of America,
Woodbridge Masonic Lodge #131, Ben Ali Shrine, and Stockton Scottish Rite.
FRANK M. SASAKI has been the owner of Sak's T.V. and Home Furnishings in
Lodi, California, since 1954. He is a member of the Lodi Memorial Hospital
Foundation Board. Mr. Sasaki was the 1997 Lodi Outstanding Citizen of the Year
and in 1973 received the Silver Beaver award from the Boy Scouts of America for
his years of distinguished service to the Boy Scouts and the community. He is
also active in several civic, fraternal and professional organizations,
including the Boy Scouts of America, the Lodi Lions Club, the Lodi Japanese
American Citizens League, the Lodi District Chamber of Commerce and the
California State Electronics Association.
DENNIS R. SWANSON, D.C. practiced chiropractic in Lodi from 1965 to 1995
and is presently semi-retired. He graduated from Los Angeles College of
Chiropractic in 1964 and has been active in State and local professional
organizations. He is a member of the American Chiropractic Association, the
California Chiropractic Association, and the San Joaquin County Chiropractic
Society. Dr. Swanson has served on the California State Board of Medical
Quality Assurance, and also served for 18 years as a commissioner of the Lodi
Parks and Recreation Commission.
6
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS
In order to facilitate the handling of various functions of the Board of
Directors, the Board has appointed several standing committees, including an
Executive Committee, an Audit Committee, a Loan and Investment Committee, a
Marketing Committee, and a Compensation and Stock Option Committee. The members
of such committees are set forth above in the table under "ELECTION OF DIRECTORS
OF THE COMPANY."
The Board of Directors has not established a nominating committee or
similar committee. The Board of Directors has approved the nominees listed above
as candidates for election as directors. Nominees for election to the Board of
Directors may also be nominated by shareholders, pursuant to the procedures set
forth in the Company's Bylaws and in the Notice of Annual Meeting of
Shareholders to which this Proxy Statement is attached.
The Executive Committee meets from time to time as necessary and, while the
Board is not in session, possesses all the powers and may exercise all the
duties of the Board of Directors in the management of the business of the
Company which may, by law, be delegated to it by the Board of Directors. The
Executive Committee met one time during 1997.
The Audit Committee is empowered to (i) meet with the independent auditors
of the Company and review the scope of the annual audit, any open questions as
to the choice of acceptable accounting principles to be applied and all other
matters relating to the auditors' relationship with the Company, (ii) advise and
assist the Board in evaluating the auditors' performance, including the scope
and adequacy of the auditors' examination, (iii) nominate, with the approval of
the Board, the firm of independent auditors to be submitted to the shareholders
of the Company for ratification at the annual meeting thereof, if such
submission is deemed desirable by the Board, (iv) review the Company's annual
financial statements and discuss such statements with the auditors prior to
their release, (v) receive and consider the auditors' comments and suggestions
as to the internal audit and control procedures, adequacy of staff and other
matters, (vi) perform such other functions and undertake such investigations
relating to the financial accounting aspects of the Company as the Board may
direct, and (vii) retain and consult with counsel or other experts as the
Committee may consider necessary or appropriate in the discharge of its duties.
The functions of the Committee are limited to the foregoing and do not include
normal management functions concerning accounting or auditing practices. The
Audit Committee met twelve times during 1997.
The Loan and Investment Committee is authorized and empowered to (i)
establish investment and loan policies, (ii) establish individual investment and
loan limits, (iii) supervise and administer the investment and loan function,
(iv) undertake such other functions as the Board may from time to time direct.
The Loan and Investment Committee met twenty-six times during 1997.
The Marketing Committee is empowered to oversee and guide the efforts of
the Company with respect to (i) cultivating and promoting the Company's position
within the community, (ii) the marketing of products and services, and (iii) the
discharge of responsibilities with respect to the Community Reinvestment Act.
The Marketing Committee met twelve times during 1997.
7
<PAGE>
The Compensation and Stock Option Committee is authorized and empowered to
investigate and recommend to the Board (i) the compensation to be paid to
executive officers of the Company and the Bank, (ii) the amount of any bonus
under the terms of any contract of employment between the Company or the Bank
and any executive officer, (iii) employee benefit plans deemed appropriate for
the employees of the Company and the Bank, (iv) supervise the administration of
any such employee benefit plans adopted by the Company and the Bank and (v)
undertake such other investigations and perform such other functions as the
Board may from time to time direct. The Compensation and Stock Option Committee
met four times during 1997.
The Board of Directors of the Bank held twelve regular meetings during
1997, and the Board of Directors of the Company also held twelve regular
meetings during 1997. No director attended fewer than 75% of the total number of
meetings of the Boards and the committees on which he served during 1997.
COMPENSATION OF DIRECTORS
During 1997, fees totaling $150,000 were paid to the Directors for
attending meetings of the Bank's Board of Directors. For the period of January
1, 1997 to August 28, 1997, each Director received $550 for each Bank Board
meeting attended and $200 for each Bank Committee meeting attended. No such fees
were paid to the Directors for attending Board or Committee meetings of First
Financial Bancorp in 1997.
Effective August 28, 1997, each Director received $650 for each Bank Board
meeting attended, $600 for each joint Bank Audit, Loan, and Marketing Committee
meeting attended, and $300 for each individual Bank committee meeting attended
outside of the joint committee meeting schedule. No such fees were paid to First
Financial Bancorp for attending Board or committee meetings of First Financial
Bancorp in 1997.
For the period of January 1, 1997 to August 28, 1997, the Chairman of the
Board of Directors of the Bank was paid $650 for each Bank Board meeting
attended and was also paid $50 per hour for up to eleven hours of specified
consulting work. Each Committee Chairman was paid $300 for attendance at each
Bank committee meeting.
Effective August 28, 1997, the Chairman of the Board of Directors of the
Bank was paid $850 for each Bank Board meeting attended and was also paid a
special project fee by the Company of $350 per month. Each Committee Chairman
was paid $400 for each Bank committee meeting.
The Directors have also received options to purchase shares of the
Company's Common Stock pursuant to the automatic grant features of the 1991
Director Stock Option Plan. For more information, see the discussion of the 1991
Director Stock Option Plan under "Change in Control Arrangements -- 1991 Stock
Option Plans" herein.
8
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth, for each of the last three fiscal years,
the compensation of Leon J. Zimmerman, President and Chief Executive Officer of
the Company and the Bank, and David M. Philipp, Executive Vice President and
Chief Financial Officer of the Company and the Bank. No other executive officer
of the Company or the Bank received for the fiscal year ended December 31, 1997
annual salary and bonus exceeding $100,000.
<TABLE>
<CAPTION>
Long-Term Compensation
-------------------------------
Annual Compensation Awards Payouts
--------------------------------------------------- ---------------------- -------
Restricted
Other Annual Stock LTIP All Other
Year Salary (1) Bonus Compensation (2) Award(s) Options Payouts Compensation (3)
- - --------------------------- ---------------------- -------- ---------------- ------------- ------- ------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Leon J. Zimmerman:
1997 $128,750 $12,500 - - - - $5,081
1996 $125,000 - - - - - $5,000
1995 $125,000 $17,500 - - - - $4,028
David M. Philipp:
1997 $ 93,400 $ 9,340 - - - - $3,797
1996 $ 93,400 - - - - - $3,736
1995 $ 93,400 $ 5,000 - - - - $2,774
- - ----------------------------
</TABLE>
(1) Amounts shown for each year include compensation earned and received as
well as amounts earned but deferred at the officer's election.
(2) Mr. Zimmerman and Mr. Philipp did not receive perquisites or other personal
benefits in excess of the lesser of $50,000 or 10% of his total annual
salary and bonus during 1997, 1996 and 1995.
(3) All other compensation includes contributions to the Bank of Lodi Employee
Stock Ownership Plan (see description herein below) and matching
contributions to the Company's 401(k) Profit Sharing Plan.
9
<PAGE>
AGGREGATED OPTION EXERCISES IN 1997 AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information pertaining to options exercised
during the last fiscal year and unexercised options as of the end of the last
fiscal year for Leon J. Zimmerman, President and Chief Executive Officer of the
Company and the Bank and David M. Philipp, Executive Vice President and Chief
Financial Officer of the Company and the Bank:
<TABLE>
<CAPTION>
Number of Value Realized Securities Underlying Value of Unrealized
Shares (Market Price at Number of Unexercised in-the-money
Acquired exercise less Options at FY-End Options at FY-End
on Exercise exercise price) Exercisable Unexercisable Exercisable Unexercisable
- - ----------------------------- ----------------- --------------------- ------------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Leon J. Zimmerman:
- - 36,000 9,000 $207,000 $51,750
David M. Philipp:
- - 24,000 6,000 $138,000 $34,500
</TABLE>
No options were granted to Mr. Zimmerman or to Mr. Philipp in 1997 and they did
not exercise any options in 1997.
TRANSACTIONS WITH MANAGEMENT
During 1997, certain directors and officers of the Company and the Bank had
loans outstanding with the Bank. Such loans were made in the ordinary course of
business on substantially the same terms, including interest rate and
collateral, as those prevailing at the time for comparable transactions with
other persons, and did not involve more than the normal risk of collectibility
or present other unfavorable features.
There are no existing or proposed material interests or transactions
between the Company and any of its executive officers or directors, except the
following:
Accordia of California Insurance Services, Inc., of which Michael D.
Ramsey is Vice President, is the Company's insurance broker. During 1997, Mr.
Ramsey received $2,561 in insurance premium commission payments related to
services provided to the Company and the Bank.
CHANGE IN CONTROL ARRANGEMENTS
1991 STOCK OPTION PLANS. On February 19, 1991, the Board of Directors
adopted (i) the First Financial Bancorp 1991 Employee Stock Option Plan (the
"Employee Stock Option Plan"), under which officers and key full-time salaried
employees of the Company and its subsidiaries may be granted options to purchase
shares of the Company's Common Stock; and (ii) the First Financial Bancorp 1991
Director Stock Option Plan (the "Director Stock Option Plan"), under which
members of the Board of Directors are granted options to purchase shares of the
Company's Common Stock. At the 1991 Annual Meeting, the shareholders approved
the adoption of the Employee Stock Option Plan and the Director Stock Option
Plan (collectively referred to as the "1991 Stock Option Plans"). The 1991 Stock
Option Plans are intended to further the growth, development and financial
success of the Company and its subsidiaries by providing additional incentives
to members of the Board of Directors, officers and key employees, and by
assisting them in acquiring shares of the Company's Common Stock, which will
allow them to benefit directly from the
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Company's growth, development and financial success. The Director Stock Option
Plan was amended at the 1995 annual meeting of shareholders in respect of the
timing of option grants. Section 5(a) of the Director Stock Option Plan, as
amended, provides that, on May 1, 1995, each person who is an eligible Board
member and who has continuously served on the Board since June 18, 1991, shall
be granted an option to purchase 3,150 shares of Common Stock. Accordingly, on
May 1, 1995, each of the Directors of the Company (including the eight nominees
described in this Proxy Statement) was granted a nonstatutory option for 3,150
shares of Common Stock.
The Board of Directors of the Company adopted a new, 1997 Stock Option Plan
and the shareholders approved such Plan at the annual meeting held on April 22,
1997. No additional option grants will be made under the 1991 Stock Option
Plans after such date. Such discontinuance will not adversely affect any
stock option previously granted and outstanding under the 1991 Stock Option
Plans.
1997 STOCK OPTION PLAN. On March 20, 1997, the Board of Directors adopted
the First Financial Bancorp 1997 Stock Option Plan (the "1997 Stock Option
Plan"), under which directors, officers and key full-time salaried employees of
the Company and its subsidiaries and any consultant to the Company and its
subsidiaries who is not a member of the Board of Directors may be granted
options to purchase shares of the Company's Common Stock. At the 1997 Annual
Meeting, the shareholders approved the adoption of the 1997 Stock Option Plan.
The 1997 Stock Option Plan is intended to further the growth, development and
financial success of the Company and its subsidiaries by providing additional
incentives to members of the Board of Directors, officers and key employees and
consultants.
CHANGE IN CONTROL. In the event of a sale, dissolution or liquidation of
the Company or a merger or consolidation in which the Company is not the
surviving or resulting corporation, the Board has the power to cause the
termination of options which are then outstanding under the Company's 1991 Stock
Option Plans if the surviving or resulting corporation does not agree to assume
all outstanding options under such plans; provided, however that in such event
the optionees shall have the right prior to such sale, liquidation, dissolution,
merger or consolidation to notification thereof as soon as practicable and,
thereafter until three days prior to the effectiveness of such sale,
dissolution, liquidation, merger or consolidation, to exercise the option
without regard to the vesting provisions. This right is conditioned upon the
execution of a definitive agreement of merger or consolidation or final plan of
sale, liquidation, or dissolution. Under the 1997 Stock Option Plan, in the
event of a change in control of the Company, the outstanding options will be
subject to the terms of the agreement of merger or reorganization. Such an
agreement may provide for the assumption of outstanding options, for payment of
a cash settlement or for acceleration of exercisability, in all cases without
the consent of the optionees.
EMPLOYEE STOCK OWNERSHIP PLAN
Effective January 1, 1992, the Company and the Bank established the Bank of
Lodi Employee Stock Ownership Plan. The plan covers all employees, age 21 or
older, beginning with the first plan year in which the employee completes at
least 1,000 hours of service. The Bank's annual contributions to the plan are
made in cash and are at the discretion of the Board of Directors based upon a
review of the Company's consolidated profitability. Contributions to the plan
are invested primarily in the common stock the Company and are allocated to
participants on the basis of salary in the year of allocation. Benefits become
20% vested after the third year of credited service, with an additional 20%
vesting each year thereafter until 100% vested after seven years. The Bank's
contribution to the plan for 1997 was $98,000.
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PROFIT SHARING PLAN
Effective January 1, 1997, the Company established the First Financial
Bancorp 401(k) Profit Sharing Plan. The plan covers all employees, age 18 or
older, beginning with the first plan year in which the employee completes at
least 1,000 hours of service. The plan is intended to supplement income upon
retirement; the actual retirement benefit for each employee will depend on the
amount in the employee's plan account balance at the time of retirement. For
each plan year, participating employees may elect to have a portion of their
compensation contributed to the plan, and the Company or the Bank may, at its
discretion, make matching or other contributions. Company and Bank contributions
to the plan for the benefit of employees become 20% vested after the second year
of service, with an additional 20% vesting each year thereafter until 100%
vested after six years. The Company has appointed Benjamin R. Goehring, Weldon
D. Schumacher, Angelo J. Anagnos, Frank M. Sasaki and Dennis R. Swanson as
Trustees to hold all amounts contributed to the plan and to make all
distributions and benefit payments. The Company did not make any contributions
to the plan for 1997. Total contributions to the plan by the Bank for 1997 were
$ 18,383.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and any person who owns more than ten percent
of the Company's Common Stock, to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports of changes in
ownership of Common Stock of the Company. Directors, executive officers and
greater than ten percent shareholders, if any, are required by SEC regulations
to furnish the Company with copies of all Section 16(a) forms they file. To the
Company's knowledge, based solely on review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, except for one late report for one transaction by each of Angelo
Anagnos, Ray Coldani, Benjamin Goehring, David Philipp, Weldon Schumacher, and
Dennis Swanson, during the fiscal year ended December 31, 1997, all directors
and executive officers of the Company were in compliance with the applicable
Section 16(a) filing requirements. To the Company's knowledge, during the fiscal
year ended December 31, 1997, no person owned more than ten percent of the
Common Stock of the Company.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected KPMG Peat Marwick LLP as the Company's
certified public accountant for 1998. KPMG Peat Marwick LLP audited the
financial statements of the Company for the year ended December 31, 1997. KPMG
Peat Marwick LLP has no interest, financial or otherwise, in the Company. The
services rendered by KPMG Peat Marwick LLP during the 1997 fiscal year were
audit services and included consultation in connection with various accounting,
tax reporting, and compensation matters. The Audit Committee of the Board of
Directors of the Company approved each professional service rendered by KPMG
Peat Marwick LLP during the 1997 fiscal year, and the possible effect of each
such service on the independence of that firm was considered by the Audit
Committee of the Board of Directors before such service was rendered.
A representative of KPMG Peat Marwick LLP is expected to be present at the
Annual Meeting and will have an opportunity to make a statement and to respond
to appropriate questions.
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ANNUAL REPORT
The annual report of the Company containing audited financial statements
for the fiscal year ended December 31, 1997, has been combined with the required
information of Form 10-K Annual Report. The Company's combined Annual Report,
on Form 10-K for the year ended December 31, 1997, as filed with the Securities
and Exchange Commission under the Securities Exchange Act of 1934, accompanies
this Proxy Statement.
SHAREHOLDERS' PROPOSALS FOR 1999 ANNUAL MEETING
Next year's Annual Meeting is scheduled to be held on April 27, 1999. Any
proposal of a shareholder intended to be presented at the Company's 1999 Annual
Meeting must be received by the Company for inclusion in the Proxy Statement and
form of proxy for that meeting no later than November 30, 1998. Any such
proposal should be directed to the attention of the President, First Financial
Bancorp, 701 South Ham Lane, Lodi, California 95242.
OTHER MATTERS
Management knows of no other matters to be voted upon at the Annual
Meeting. If any other matter properly comes before the Annual Meeting, it is the
intention of the persons named in the enclosed form of proxy to vote on such
matters in accordance with their judgment.
You are urged to sign, date and return the enclosed proxy in the envelope
provided. No further postage is required if the envelope is mailed from within
the United States. If you subsequently decide to attend the Annual Meeting and
wish to vote your shares in person, you may do so. Your cooperation in giving
this matter your prompt attention is appreciated.
By Order of the Board of Directors,
David M. Philipp
Executive Vice President, Chief Financial Officer,
and Secretary
Lodi, California
March 20, 1998
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FIRST FINANCIAL BANCORP
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
ON APRIL 28, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder of Common Stock acknowledges receipt of a copy of the
Notice of Annual Meeting of Shareholders of First Financial Bancorp and the
accompanying Proxy Statement dated March 20, 1998, and revoking any Proxy
heretofore given, hereby constitutes and appoints Benjamin R. Goehring and
Weldon D. Schumacher, and each of them, with full power of substitution, as
attorneys and proxies to appear and vote all of the shares of Common Stock of
First Financial Bancorp, a California corporation, outstanding in the name of
the undersigned which the undersigned could vote if personally present and
acting at the Annual Meeting of Shareholders of First Financial Bancorp, to be
held at 701 South Ham Lane, Lodi California, on Tuesday, April 28, 1998, at
5:30 p.m., or at any adjournments thereof, upon the following items as set
forth in the Notice of Meeting and Proxy Statements and to vote according to
their discretion on all other matters which may be properly presented for
action at the meeting or any adjournments thereof. The above-named proxy
holders are hereby granted discretionary authority to cumulate votes
represented by the shares covered by this proxy in the election of directors.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
/*/FOLD AND DETACH HERE/*/
<PAGE>
Please mark [x]
your votes as
indicated in
this example
1. To elect as directors the eight nominees set forth below.
[_] FOR all nominees listed below
(except as marked to the contrary below)
[_] WITHHOLD AUTHORITY
to vote for all nominees listed below
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME ON THE LIST BELOW:
Angelo J. Anagnos, Raymond H. Cololani, Benjamin R. Goehring, Bozani Katzakian,
Michael D. Ramsey, Frank M. Sasaki, Weldon D. Schumacher, and Dennis R. Swanson.
2. In their discretion to transact such other business
as may properly come before the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
ELECTION OF DIRECTORS NOMINATED BY THE BOARD OF
DIRECTORS. THE PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED AS DIRECTED, IF NO DIRECTION IS MADE, IT WILL BE
VOTED "FOR" THE ELECTION OF DIRECTORS NOMINATED BY
THE BOARD OF DIRECTORS.
We do [_] or do not [_] expect to attend this meeting.
SHAREHOLDER(S) NO. OF COMMON SHARES
- - -------------- --------------------
- - -------------- --------------------
- - -------------- --------------------
DATE: , 1998
-----------------
Please date and sign exactly as your name(s) appears. When signing
as attorney, executor, administrator, trustee, or guardian, please give
full title. If more than one trustee, all should sign. All joint owners
should sign.
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING,
PLEASE SIGN AND RETURN THIS PROXY AS PROMPTLY AS
POSSIBLE IN THE ENCLOSED POST-PAID ENVELOPE.
THIS PROXY IS SOLICITED BY, AND ON BEHALF OF THE BOARD OF DIRECTORS
AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
/*/FOLD AND DETACH HERE/*/
