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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 1995
First Financial Corporation
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(Exact name of registrant as specified in its
charter)
Wisconsin 0-11889 9-1471963
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
1305 Main Street, Stevens Point, Wisconsin 54481
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (715) 341-0400
Not Applicable
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(Former name or former address, if changed since last report)
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The current report consists of 5 pages.
The Index to Exhibits is on page 5.
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Item 2. Acquisition of Assets
On February 28, 1995, First Financial Corporation ("FFC")
consummated the acquisition (the "Acquisition") of FirstRock Bancorp, Inc.
("FirstRock") through the merger of FFC's wholly owned subsidiary, First
Financial Acquisition Company (FFC-Acquisition") into FirstRock. As part of the
Acquisition, FFC caused the merger of FirstRock's wholly owned subsidiary, First
Federal Savings Bank, F.S.B., into FFC's wholly owned subsidiary, First
Financial Bank, FSB.
Pursuant to the Acquisition, each previously issued and
outstanding share of FirstRock common stock converted into the right to receive
1.7893 shares of FFC common stock, par value $1.00 per share, or an aggregate of
4,366,756 shares of FFC common stock. FFC will take an estimated one-time
after-tax charge of $4.0 million for acquisition related costs. All funds
utilized in the Acquisition came from FFC's working capital.
The Acquisition was consummated in accordance with an Agreement and
Plan of Merger dated October 26, 1994 and amended December 5, 1994, among FFC,
FFC-Acquisition and FirstRock. The Acquisition was accounted for as a pooling of
interests. At December 31, 1995, FirstRock reported total assets of $398.1
million, deposits of $302.5 million and stockholders' equity of $49.4 million.
Upon consummation of the Acquisition, FFC has approximately $5.5 billion in
assets and operates 130 banking offices in Wisconsin and Illinois, including six
acquired from FirstRock in the Rockford, Machesney Park and Rochelle areas of
Illinois.
Item 7. Financial Statements and Exhibits
a. Financial statements of business acquired.
The audited consolidated financial statements of FirstRock,
including the independent auditor's report thereon, as of June 30, 1994 and
1993, and the consolidated statements of earnings, changes in stockholders'
equity and cash flows for each of the three years in the period ended June 30,
1994 contained in FirstRock's Annual Report on Form 10-K for the fiscal year
ended June 30, 1994 filed with the Securities and Exchange Commission on
September 26, 1994 are incorporated herein by reference. The consolidated
financial statements of FirstRock as of December 31, 1994 and 1993 and for the
three-month period and six-month period ending December 31, 1994 and 1993
contained in FirstRock's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1994 are incorporated herein by reference.
b. Pro Forma Financial Information
Pursuant to the disclosure instructions set forth at Item 2c
on page 208 of the SEC Division of Corporation Finance Staff Training Manual,
the required pro forma financial information is deemed to be substantially the
same as the pro forma financial information filed in FFC's Registration
Statement on Form S-4 (SEC File No. 33-56823) and, accordingly, are omitted
herefrom.
c. Exhibits
Exhibit No. Description
2.1 Agreement and Plan of
Reorganization dated October 26,
1994 among FFC, FFC-Acquisition and
FirstRock (filed as Exhibit 2.1 to
FFC's Current Report on Form 8-K
filed on November 3, 1994 and
incorporated herein by reference).
2.2 Amendment No. 1 to Agreement and
Plan of Reorganization dated
December 5, 1994 among FFC,
FFC-Acquisition and FirstRock
(filed as Exhibit 2 to FFC's
Current Report on Form 8-K filed
December 7, 1994 and incorporated
herein by reference).
23 Consent of KPMG Peat Marwick LLP
99 Press release dated February 28,
1995
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST FINANCIAL CORPORATION
Dated: March 7, 1995 By: /s/ Thomas H. Neuschaefer
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Thomas H. Neuschaefer
Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number Exhibit Description Page
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23 Consent of KPMG Peat Marwick LLP
99 Press Release dated February 28, 1995
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EXHIBIT 23
The Board of Directors
FirstRock Bancorp, Inc.
We consent to the incorporation by reference to Form 8-K of First Financial
Corporation dated March 7, 1995 of our report dated July 29, 1994, with respect
to the consolidated statements of financial condition of FirstRock Bancorp, Inc.
as of June 30, 1994 and 1993, and the related consolidated statements of
earnings, changes in stockholders' equity, and cash flows for each of the years
in the three-year period ended June 30, 1994.
/s/ KPMG Peat Marwick LLP
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KPMG Peat Marwick LLP
Chicago, Illinois
March 7, 1995
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EXHIBIT 99
FIRST FINANCIAL CORPORATION NEWS RELEASE
First Financial Center Contact: Ken Csinicsek
1305 Main Street
Stevens Point, WI 54481 Telephone: 715-345-4352
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FIRST FINANCIAL CORPORATION COMPLETES ACQUISITION
OF FIRSTROCK BANCORP, INC.
Stevens Point, Wisconsin and Rockford, Illinois, February 28, 1995 . . . First
Financial Corporation (NASDAQ-FFHC) today announced that it has completed the
acquisition of FirstRock Bancorp of Rockford, Illinois. FirstRock's bank
subsidiary, First Federal Savings Bank, FSB, has been merged into First
Financial Bank, FSB, the banking subsidiary of First Financial Corporation.
At meetings held earlier today, shareholders of the two companies overwhelmingly
approved the acquisition and the issuance of shares of First Financial common
stock to stockholders of FirstRock. FirstRock shareholders will receive 7.7893
shares of First Financial stock, worth $27.10, for each outstanding share of
FirstRock stock.
"We are very pleased to welcome the employees and customers of First Federal
Savings Bank to First Financial," said John C. Seramur, president and chief
executive officer. "We look forward to continuing the high calibre of customer
service provided by First Federal as well as offering an expanded line of
financial products to Rockford area consumers. With this acquisition, First
Financial now has a strong competitive position in the three top Illinois
banking markets outside of Chicago -- Rockford, Peoria and the Illinois portion
of the St. Louis metropolitan area."
First Federal Savings had approximately $400 million in assets and six banking
offices. This acquisition brings to First Financial a $1 billion mortgage loan
servicing portfolio as well as a substantial increase in capital.
An estimated one time after tax charge for acquisition-related costs of $4.0
million is anticipated. It is expected that there will be little or no dilution
to First Financial's future earnings per share or book value per share after
this charge for acquisition costs is taken by FirstRock and First Financial in
the first quarter of 1995.
First Financial Corporation now has approximately $5.5 billion in assets and
operates 130 banking offices in Wisconsin and Illinois.
