FIRST FINANCIAL BANCORPORATION
204 East Washington Street
Iowa City, Iowa 52240
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
First Financial Bancorporation
The Annual Meeting of the Shareholders of First Financial Bancorporation
will be held at the Main Office of the First National Bank Iowa, at 204 East
Washington Street, Iowa City, Iowa 52240, at 4:30 P.M. local time, on Tuesday,
April 7, 1998, for the purposes herein stated.
(1) To consider and act upon a proposal to amend the Company's
Restated Articles of Incorporation to amend Section 1 of Article 5
by increasing the authorized common stock from 5,000,000 shares to
15,000,000 shares of $1.25 par value per share.
(2) To elect directors to serve for the ensuing year.
(3) To consider and act upon any other matter which may properly come
before the meeting.
The Board of Directors has fixed the close of business on February 27,
1998, as the record date for the determination of the shareholders entitled to
receive notice of, and to vote at, the meeting. Accordingly, only shareholders
of record at the close of business on that date will be entitled to vote at the
meeting, or any adjournments thereof.
TO ENSURE YOUR REPRESENTATION AT THE MEETING, THE BOARD OF DIRECTORS OF THE
CORPORATION SOLICITS YOU TO MARK, SIGN, DATE, AND RETURN THE ACCOMPANYING PROXY
IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. YOUR
PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED AND, IF YOU ARE ABLE TO
ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY REVOKE OR
WITHDRAW YOUR PROXY AT ANY TIME BEFORE IT IS EXERCISED.
DATE: MARCH 6, 1998.
BY ORDER OF THE BOARD OF DIRECTORS.
//s// Robert M. Sierk
Robert M. Sierk
President and Chief Executive Officer
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FIRST FINANCIAL BANCORPORATION
204 East Washington Street
Iowa City, Iowa 52240
PROXY STATEMENT FOR THE
1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 7, 1998
GENERAL INFORMATION
The Annual Meeting of the Shareholders of First Financial Bancorporation
(Company) will be held at the Main Office of the First National Bank Iowa, at
204 East Washington Street, Iowa City, Iowa 52240, at 4:30 P.M. local time, on
Tuesday, April 7, 1998.
The Company is a one-bank holding company engaged in commercial banking
through its wholly-owned subsidiary, First National Bank Iowa (Iowa City Bank or
Bank). During the course of 1997, two other wholly-owned subsidiaries, First
National Bank, Cedar Rapids, Iowa (Cedar Rapids Bank) and West Branch State Bank
(West Branch Bank) were merged into the Iowa City Bank.
The principal executive offices of the Company are located at the Main
Office of the First National Bank Iowa, at 204 East Washington Street, Iowa
City, Iowa 52240.
The approximate date on which the Proxy Statement and the accompanying form
of Proxy will first be sent to the shareholders entitled thereto is March 6,
1998.
If the accompanying Proxy is properly signed and returned and is not
revoked or withdrawn, the shares represented thereby will be voted in accordance
with the specifications thereon. If the manner of voting such shares is not
indicated on the Proxy, the shares will be voted FOR the proposed amendment to
the Company's Restated Articles of Incorporation and FOR the election of the
nominees for directors named herein.
SOLICITATION BY BOARD OF DIRECTORS; REVOCATION OF PROXIES;
EXPENSES OF SOLICITATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of the Company to be voted at the Annual
Meeting of Shareholders or any adjournment or adjournments thereof for the
purposes stated in the accompanying Notice of the Annual Meeting of
Shareholders. Any shareholder giving a written proxy may revoke or withdraw the
same at any time before it shall have been exercised by giving written notice of
revocation or withdrawal to the Company, or by attending the meeting and voting
his or her shares in person.
The expenses of soliciting proxies and the cost of preparing, assembling
and mailing material in connection with the solicitation of proxies will be paid
by the Company. In addition to the use of the mails, certain directors and
officers of the Company, or certain directors, officers or regular employees of
the subsidiary bank who receive no compensation for their services other than
their regular salaries or regular director's fees, may solicit and tabulate
proxies personally. Otherwise, the Company does not expect to pay any
compensation for the solicitation of proxies, but may reimburse persons holding
shares of stock in their name or in the names of nominees for others, for their
reasonable expenses incurred for sending proxy materials to principals and
obtaining their proxies.
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The Board of Directors of the Company has fixed the close of business on
February 27, 1998, as the record date for the determination of shareholders
entitled to notice of, and to vote at the Annual Meeting of Shareholders. At the
close of business on such date there were outstanding and entitled to vote at
the Annual Meeting approximately 3,553,717 shares, par value $1.25 per share, of
the Company's common stock (its only authorized class of stock) which were held
by approximately 860 shareholders of record. Every shareholder of the Company
entitled to vote at the Annual Meeting shall have the right to vote, in person
or by proxy, the number of shares owned by the shareholder for as many persons
as there are directors to be elected. Cumulative voting for directors is not
permitted under the Company's Restated Articles of Incorporation. As of January
31, 1998, there were 107,148 shares of outstanding common stock of the Company
held by the subsidiary Bank of the Company as fiduciary under various fiduciary
arrangements in which the Bank as fiduciary has the sole power to vote the
shares. Management of the trust department of the Bank, in consultation with
management of the Bank and management of the Company, has determined to vote all
of those shares FOR the amendment of the Company's Restated Articles of
Incorporation and FOR the election of the nominees for directors of the Company
named herein.
PROPOSAL TO AMEND THE COMPANY'S
RESTATED ARTICLES OF INCORPORATION
The Board of Directors of the Company has unanimously adopted resolutions
setting forth the following proposed amendment to the Company's Restated
Articles of Incorporation and directed that the proposed amendment be submitted
to a vote of the shareholders of the Company at the 1998 Annual Meeting of
Shareholders. The affirmative vote of two-thirds (2,369,145) of the outstanding
shares of common stock of the Company (which can be represented at the Annual
Meeting either in person or by proxy) will be required to approve the proposed
amendment to the Company's Restated Articles of Incorporation. The resolution
adopted by the Board of Directors is as follows:
Proposed Amendment: Increase of Authorized Shares from 5,000,000 to 15,000,000
RESOLVED that Section 1 of Article 5 of the Company's Restated Articles of
Incorporation which before amendment reads as follows:
1. The authorized capital stock of the Corporation shall be 5,000,000
shares of common stock with par value of $1.25 per share.
be amended to read as follows:
2. The authorized capital stock of the Corporation shall be 15,000,000
shares of common stock with par value of $1.25 per share.
and that it be recommended to the shareholders of the Company that they vote in
favor of such amendment at the Annual Meeting of Shareholders to be held on
April 7, 1998.
The Board of Directors and management of the Company believe that the
proposed three-fold increase in the authorized shares of common stock is in the
best interests of the shareholders and the Company. The Company, as of the close
of business on February 27, 1998, had outstanding 3,553,717 of its $1.25 par
value per share common stock and 1,446,283 authorized but unissued. The total
authorized shares of $1.25 par value per share common stock on that date was
5,000,000 shares. If the proposed amendment to Section 1 of Article 5 of the
Company's Restated Articles of Incorporation is approved, the number of
outstanding shares will remain the same at 3,553,717, with 11,446,283 shares of
$1.25 par value per share authorized but unissued. The total authorized shares
of $1.25 par value per share will be 15,000,000 shares.
4
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The newly authorized but unissued shares, along with the presently
authorized and unissued shares, will be available for issuance at the discretion
of the Board of Directors. In most instances, shareholder approval is not
required for the issuance of authorized but unissued shares of common stock.
Shareholders have no preemptive rights to subscribe for any of the shares which
may be issued by the Company from time to time. Unissued shares of common stock
will be available at the discretion of the Board of Directors for future stock
dividends, for acquisition of banks or bank-related companies, for issuance upon
the exercise of stock options or to raise additional capital in public or
private sales. Under Iowa law the unissued shares may not be issued as part of a
merger or consolidation of the Company with another company without the prior
vote of the shareholders approving such a merger or consolidation. With the
exception of issuing common stock upon the exercising of stock options, the
Board of Directors has not considered any arrangement to issue any number of the
Company's unissued shares, and does not presently intend to consider the
issuance of additional shares.
An increase in the authorized but unissued shares could, under certain
circumstances, have an anti-takeover effect by, for example, allowing issuances
of shares that would dilute the stock ownership of a person seeking to effect a
change in the composition of the Board of Directors or contemplating a tender
offer or other transaction for the combination of the Company with another
company. However, the Company has no present intention to use the additional
shares of authorized shares for anti-takeover purposes. This proposal to amend
the Restated Articles of Incorporation is not in response to any effort of which
the Company is aware to accumulate the Company's stock or obtain control of the
Company, nor is it part of a plan by management to recommend a series of similar
amendments to the Board of Directors and shareholders. The Board of Directors
does not presently contemplate recommending the adoption of any other amendments
to the Restated Articles of Incorporation which could be construed to affect the
ability of third parties to take over or change control of the Company.
The Board of Directors believes that the amendment to increase the number
of authorized shares is advisable in order to give the Company additional
flexibility in the acquisition of financial institutions and related businesses,
and in consideration of transactions such as stock splits and stock dividends.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THE ADOPTION OF THE PROPOSAL TO
AMEND SECTION 1 OF ARTICLE 5 OF THE COMPANY'S RESTATED ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES AND YOUR PROXY IS SOLICITED FOR THAT
PURPOSE. SHAREHOLDERS ARE URGED TO VOTE IN FAVOR OF THE PROPOSAL TO AMEND
SECTION 1 OF ARTICLE 5 OF THE COMPANY'S RESTATED ARTICLES OF INCORPORATION BY
MARKING "FOR" IN THE APPROPRIATE BOX ON THE ACCOMPANYING PROXY AND SIGNING AND
RETURNING THE PROXY TO MANAGEMENT. IF NO DIRECTION IS GIVEN THE PROXY WILL BE
VOTED FOR THE PROPOSED AMENDMENT.
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS
As of February 28, 1997, the person named in the following table was the
only beneficial owner of more than five percent of the total shares of the
Company's outstanding common stock:
(1) (2) (3) (4)
Title Name & Address Amount & Nature of Percent
of Class of Beneficial Owner Beneficial Ownership of Class
- -------- ------------------- -------------------- --------
Common Mary Lee Nagle Duda (*) 217,941 Shares 6.13%
3925 Glenwick
Dallas, TX 75205
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(*)217,941 shares held of record by Mary Lee Nagle Duda, as Trustee of MLND
Interests U/T/D November 17, 1981. Mary Lee Nagle Duda possesses shared
investment and voting power of such shares with her husband, Fritz L. Duda.
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
As of February 27, 1998, all directors and officers of the Company (8
individuals, 6 of whom are nonemployee directors and 2 of whom are executive
officers) as a group beneficially owned shares of the Company's outstanding
common stock as follows:
(1) (2) (3)
Title of Amount of Percent of
Class Beneficial Ownership Class
----- -------------------- -----
Common 509,635 shares 14.34%
ELECTION OF DIRECTORS OF THE COMPANY
Under the Articles of Incorporation and Bylaws of the Company, the Board of
Directors of the Company shall consist of not less than five nor more than
fifteen directors with the exact number of directors within such minimum and
maximum numbers to be determined by a resolution adopted by the Board of
Directors. The Board of Directors has adopted a resolution determining that the
Board shall consist of eight directors effective April 7, 1998. The management
of the Company proposes the re-election of all of its directors from the present
Board of Directors, five of whom were elected at the 1997 Annual Meeting of the
Shareholders and three of whom were appointed by the Board of Directors during
the past year.
Absent a contrary direction by the shareholder, the enclosed proxy will be
voted for the election of the nominees for directors listed below. In the event
any nominee is unable or for good reason declines to serve as a director at the
time of the annual meeting, the proxy will be voted for such substitute nominee,
if any, as may be selected by the Board of Directors of the Company. The
management of the Company has no reason to believe that the persons named will
be unable to serve or will decline to serve if elected.
NOMINEES FOR ELECTION AS DIRECTORS
All of the nominees for election as directors are presently directors of
the Company. Each of the nominees has furnished to the Company the following
information with respect to principal occupation or employment during the past
five years, other directorships held, and beneficial ownership of the common
stock of the Company as of February 27, 1998.
Shares of the Company's
Name, Occupation & Position Common Stock Owned Percent
with the Company Director Beneficially as of of
and the Bank(s) Age Since February 27, 1998 Class
- --------------------------------------------------------------------------------
JOHN R. BALMER 49 1997 10,311(1) .29%
has been CEO of Plumbers Supply Company, since 1993. Director Balmer has served
as a Director of the Iowa City Bank since October 1987, and he has served as a
Director of the Company since September 18, 1997.
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FRITZ L. DUDA 59 1996 218,091(2) 6.14%
is the owner of the Fritz Duda Company, a privately held real estate investment
building and development company. Mr. Duda also serves as managing director of
Genus Holdings, a diversified investment company. Mr. Duda has served as a board
member of several public and privately-held companies. He is a Trustee of the
University of California's Hastings 1066 Foundation and serves as a trustee of
the University of Notre Dame. Mr. Duda has served as a Director of the Company
since April 9, 1996.
ROBERT J. LATHAM 55 1997 53,416(3) 1.50%
has been Chairman and CEO of Latham & Associates, Inc., a consulting firm
specializing in strategic planning and financial and economic analyses in energy
and banking markets, since October 1995. He has also served as Chairman and CEO
of Lambda Energy Marketing Company and Lambda Energy Services Company since June
1996 and November 1996, respectively. In addition, he has served as Chairman and
President of Green Circle Investments, Inc. (an unrelated one-bank holding
company) and as Chairman of its subsidiary Peoples Trust and Savings Bank, Grand
Junction, Iowa, since 1991. From 1992 to October 1995, he was with IES
Industries Inc., as Vice President - Corporate Affairs and Planning to February
1994, and as Sr. Vice President - Finance to October 1995. He served as a
Director of the Cedar Rapids Bank from September 1993 until its merger into the
Iowa City Bank in March 1997, at which time he became a director of the Iowa
City Bank. He has served as a Director of the Company since August 26, 1997.
RALPH J. RUSSELL 51 1993 1,200(4) .03%
has been the President and CEO of Howard R. Green Company since 1983 and has
been the President and CEO of Green Environmental Services, Inc., a wholly-owned
subsidiary of Howard R. Green Company, since January 1990. He has served as a
Director of the Company since December 22, 1993. He served as a Director of the
Cedar Rapids Bank from August 1992 until its merger into the Iowa City Bank in
March 1997 and has served as a Director of the Iowa City Bank since March 1997.
A. RUSSELL SCHMEISER 48 1985 69,600(5) 1.96%
has been Executive Vice President and Chief Operating Officer of the Company
since April 1993, and he has served as Secretary since June 1995 and Treasurer
since September 1995. He served as Executive Vice President, Treasurer and
Principal Financial Officer of the Company from February 13, 1990, to April 13,
1993. He served as Executive Vice President and Chief Operating Officer of the
Iowa City Bank from December 10, 1991, to September 1, 1996. He has been a
Director of the Company since its inception in 1985. He has been a Director of
the Iowa City Bank since 1987, and served as Director of the Cedar Rapids Bank
and the West Branch Bank prior to their merger into the Iowa City Bank during
1997.
ROBERT M. SIERK 56 1985 38,250(6) 1.08%
has been President and Chief Executive Officer of the Company and of the Iowa
City Bank since March 13, 1990. He has been a Director of the Company since its
inception in 1985. He has been a Director of the Iowa City Bank since 1974, and
served as Chairman and Director of the Cedar Rapids Bank and the West Branch
Bank prior to their merger into the Iowa City Bank during 1997.
LARRY D. WARD 53 1990 100,017(7) 2.81%
has served on the faculty of The University of Iowa College of Law since 1972,
and has been the Aliber Distinguished Professor of Law since 1986. He has been
Chairman of the Board of the Company and the Iowa City Bank since April 1993, a
Director of the Company since April 17, 1990, a Director of the Iowa City Bank
since September 13, 1988, and he served as a Director of the Cedar Rapids Bank
prior to its merger into the Iowa City Bank during 1997.
STEPHEN H.WOLKEN, M.D. 54 1997 18,750(8) .53%
is a partner in Eye Physicians and Surgeons, LLP. Director Wolken has served as
a Director of the Iowa City Bank since April 1988, and he has served as a
Director of the Company since September 18, 1997.
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(1) Director Balmer owns 9,771 shares of record and possesses sole voting power
over those shares. In addition, Director Balmer possesses shared voting power
over 240 shares held of record jointly with his wife, Penny M. Balmer. Director
Balmer also possesses sole voting power over 150 shares held as Custodian for
his son David R. Balmer and 150 shares held as Custodian for his daughter
Elizabeth N. Balmer.
(2) Director Duda owns 150 shares of record and possesses shared voting power
over 217,941 shares owned of record by Mary Lee Nagle Duda, as Trustee of MLND
Interests U/T/D November 17, 1981.
(3) Director Latham owns 45,719 shares of record and possesses sole voting power
over those shares. In addition, Director Latham possesses sole investment and
voting power over 6,435 shares held of record in the name of Firnaticia as the
nominee of First National Bank Iowa, as trustee of the Robert J. Latham
Individual Retirement Account Trust, and possesses shared voting power over
1,262 shares held of record in the name of Firnaticia as the nominee of First
National Bank Iowa, as trustee of the Sue B. Latham Individual Retirement
Account Trust.
(4) Director Russell owns 1,200 shares of record and possesses sole voting power
over those shares.
(5) Director Schmeiser owns 55,100 shares of record and possesses shared voting
power over 750 shares held of record jointly with his wife, Cynthia B.
Schmeiser. In addition, Director Schmeiser possesses shared voting power, to the
extent of his pro-rata-one-third interest, over 4,500 shares held of record by
Burr Oak Farm, a general partnership, and he possesses sole investment power
over 3,625 shares held of record by Firnaticia as the nominee of the First
National Bank Iowa, as the trustee of the A. Russell Schmeiser Individual
Retirement Account Trust, as to 1,750 shares held of record by A. Russell
Schmeiser as Custodian for Allyson Schmeiser (the minor daughter of Director
Schmeiser and Cynthia B. Schmeiser) under the Iowa Uniform Transfer to Minors
Act, and as to 1,750 shares held of record by A. Russell Schmeiser as Custodian
for Peter Schmeiser (the minor son of Director Schmeiser and Cynthia B.
Schmeiser) under the Iowa Uniform Transfer to Minors Act. Director Schmeiser
also possesses shared voting power as to 1,500 shares held of record by his
wife, Cynthia B. Schmeiser, and as to 3,625 shares held of record by Firnaticia
as the nominee of the First National Bank Iowa, as trustee of the Cynthia B.
Schmeiser Individual Retirement Account Trust.
(6) Director Sierk owns 34,755 shares of record and possesses shared voting
power over 3,495 shares owned of record by his wife, Bonnie J. Sierk.
(7) Director Ward owns 86,397 shares of record and possesses sole voting power
over those shares. In addition, Director Ward possesses both investment power
and voting power over 3,180 shares held as Custodian for his son Jeffrey G.
Ward; 7,050 shares held of record in the name of Firnaticia as the nominee of
the First National Bank Iowa, as trustee of the Larry D. Ward Money Purchase
Pension Plan; and 3,390 shares held of record in the name of Firnaticia as the
nominee of the First National Bank Iowa, as trustee of the Larry D. Ward
Individual Retirement Account Trust. Director Ward disclaims beneficial
ownership as to 3,480 shares held of record by his wife, Trudy G. Ward, and June
L. Graves as joint tenants with right of survivorship, 450 shares held of record
by Trudy G. Ward and 15 shares held of record by Trudy G. Ward as Custodian for
Jeffrey G. Ward.
(8) Director Wolken owns 17,850 shares of record and possesses sole voting power
over those shares. In addition, Director Wolken possesses shared voting power
over 900 shares held of record by his wife, Sue C. Wolken.
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DIRECTORS' MEETINGS AND COMMITTEES
During the calendar year 1997, The Board of Directors of the Company met
thirteen times. All of the Directors attended at least 75% of the aggregate of
the total number of meetings of the Board and the total number of meetings held
by all committees on which they served.
The Company has no standing nominating or compensation committees of the
Board of Directors, but does have an Audit Committee and a Stock Compensation
Plan Committee. The subsidiary bank has an Audit and a Compensation Committee.
EXECUTIVE COMPENSATION
The following table provides certain summary information concerning
compensation for 1997, 1996, and 1995 of the Company's Chief Executive Officer
(CEO) and the next four most highly compensated executive officers of the
Company and its subsidiary bank. The policies and practices of the Company and
its subsidiary bank pursuant to which the compensation set forth in the Summary
Compensation Table was paid or awarded is described under the section,
"Compensation Committee Report on Executive Compensation."
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Awards Options All Other
Annual Compensation Number of Compensation
Name & Principal Position(7) Year Salary($) Bonus($)(6) Shares ($)
- --------------------------------------------------------------------------------
Robert M. Sierk, President & 1997 $175,409 $42,399 12,000 $20,564(1)
Chief Executive Officer 1996 $167,855 $34,909 - - $21,485
1995 $161,710 $17,194 4,000 $23,302
A. Russell Schmeiser, 1997 $148,278 $38,825 10,200 $14,557(2)
Executive Vice President & 1996 $167,855 $34,909 - - $21,485
Chief Operating Officer 1995 $138,020 $12,283 3,200 $14,678
William H. Burger, 1997 $100,000 $18,410 3,000 $ 9,438(3)
Senior Vice President & 1996 $96,500 $11,475 - - $ 9,002
Senior Trust Officer 1995 $94,500 $ 6,553 1,000 $ 9,273
Gary L. Bartlett, President & 1997 $100,000 $16,465 3,000 $11,061(4)
Chief Executive Officer 1996 $96,500 $15,503 - - $ 8,082
1995 $92,500 $ - - 1,000 $ 7,854
Lanny J. Benishek, 1997 $100,000 $13,910 1,500 $ 1,107(5)
Senior Vice President & 1996 $ 10,000 $ - - 4,500 $ 26
Senior Loan Officer 1995 $ - - $ - - - - - -
- --------------------------------------------------------------------------------
(1) The values listed includes compensation earned, paid and accrued in the
years 1997, 1996 and 1995, respectively, for Mr. Sierk for the following: a)
Salary Continuation Plan contributions totaling $6,690, $7,569 and $9,683; b)
401(k) Plan contributions totaling $10,500, $10,500 and $10,500; c) membership
dues of $1,076, $1,118 and $1,170; and d) group and dependent life insurance
premiums paid of $2,298, $2,298 and $1,949.
(2) The values listed includes compensation earned, paid and accrued in the
years 1997, 1996, and 1995, respectively, for Mr. Schmeiser for the following:
a) Salary Continuation Plan contributions totaling $3,297, $3,029 and $2,783; b)
401(k) Plan contributions totaling $10,380, $9,069 and $9,662; c) membership
dues of $none, $250 and $936; and d) group and dependent life insurance premiums
paid of $880, $841 and $1,297.
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(3) The values listed includes compensation earned, paid and accrued in the
years 1997, 1996, and 1995, respectively for Mr. Burger for the following: a)
401(k) Plan contributions of $7,000, $6,755 and $6,615; b) membership dues of
$1,362, $915 and $995; and c) group and dependent life insurance premiums of
$1,076, $1,332 and $1,663.
(4) The values listed include compensation earned, paid and accrued in the years
1997, 1996 and 1995, respectively, for Mr. Bartlett for the following: a) 401(k)
Plan contributions totaling $7,000, $6,755 and $3,690; b) membership dues of
$3,748, $1,029 and $3,882; and c) group and dependent life insurance premiums
paid of $313, $298 and $282.
(5) The values listed include compensation earned, paid and accrued in the years
1997, 1996 and 1995, respectively, for Mr. Benishek for the following: a) 401(k)
Plan contributions totaling none, none and none; b) membership dues of $791,
none and none; and c) group and dependent life insurance premiums paid of $316,
$26 and none.
(6) Amounts paid under the Executive Incentive Compensation Plan and an
additional bonus for 1996 and 1997 (with the exception of Mr. Benishek) related
to stock price appreciation.
(7) The positions stated for Mr. Sierk are his principal positions with First
National Bank Iowa and with the Company. Mr. Schmeiser is an officer of the
Company. Messrs. Burger, Bartlett and Benishek are officers of the Iowa City
Bank, but are not officers of the Company. The indicated compensation for
Messrs. Sierk, Burger, Bartlett and Benishek was paid by the Iowa City Bank. The
reported compensation for Mr. Schmeiser was paid by the Company. Mr. Benishek
commenced employment with the Iowa City Bank in November 1996.
<TABLE>
<CAPTION>
================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES
Shares Number of Securities Underlying Value of In-The-Money
Acquired Value Realized Options at Fiscal Year-End Options at Fiscal Year-End
Name on Exercise (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert M. Sierk 6,450 $55,900 18,000/12,000 $240,750/$85,500
A. Russell Schmeiser 4,500 $39,000 14,400/10,200 $192,600/$72,675
William H. Burger 1,500 $13,000 4,500/3,000 $60,188/$21,375
Gary L. Bartlett 1,500 $ 9,750 3,000/3,000 $37,751/$21,375
Lanny J. Benishek - - - - 1,125/4,875 $10,078/$40,921
================================================================================================================
</TABLE>
RETIREMENT BENEFITS
Defined Benefit Pension Plan
The table below illustrates the estimated annual pension benefit upon
retirement in 1998 at specified compensation levels and years of service
classifications.
DEFINED BENEFIT PENSION PLAN TABLE
5-Year Average Annual Pension After Years of Service
Annual Salary 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years 45 Years
- --------------------------------------------------------------------------------
$50,000 $11,250 $15,000 $18,750 $22,500 $26,250 $30,000 $33,750
$100,000 $22,500 $30,000 $37,500 $45,000 $52,500 $60,000 $67,500
$150,000 $33,750 $45,000 $56,250 $67,500 $78,750 $90,000 $101,250
$200,000 $45,000 $60,000 $75,000 $90,000 $105,000 $120,000 $135,000
$ 250,000 $56,250 $75,000 $93,750 $112,500 $131,250 $150,000 $168,750
- --------------------------------------------------------------------------------
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First National Bank Iowa maintains a defined benefit pension plan for all
participants of the Bank and the Company. The plan is supplemented by a
Non-Qualified Excess Benefit Plan which was adopted by the Bank on February 28,
1995. Operating together, the plans provide retirement benefits for all
participants of the Bank and the Company computed on an actuarial basis under a
benefit formula which provides for fixed benefits payable upon retirement at a
specified age after a specified number of years of service. The plans cover all
employees hired on or before February 28, 1995, and who have met the one year of
service eligibility requirement, and provides a normal retirement pension at age
65 equal to 1.5% of average monthly earnings multiplied by the number of years
of participation less one-half the participant's primary Social Security
benefit. The amounts shown are to be reduced by one-half of the participant's
primary Social Security benefit. An actuarially reduced pension is available at
age 55 after 15 years of participation. A deferred vested pension, or in certain
cases a discounted lump sum payment is provided if a participant terminates
employment with the Bank or Company after at least five years of participation.
The remuneration covered by the Bank's defined benefit pension plan and
non-qualified excess benefit plan for which the above table is provided includes
salary and bonus as set forth in the Summary Compensation Table. The qualifying
remuneration paid in 1997 and the estimated years of benefit service as of
normal retirement at age 65 for the executive officers named in the Summary
Compensation Table are: Robert M. Sierk, $217,808, 44.5 years; A. Russell
Schmeiser, $187,102, 42.6 years; and William H. Burger, $118,410, 12.2 years;
and Gary L. Bartlett, $115,405, 27 years. Lanny J. Benishek is not a participant
in the defined benefit pension plan and non-qualified excess benefit plan.
Defined Contribution Plan
The Bank also provides a defined contribution Profit Sharing Trust with an
Internal Revenue Code ss.401(k) option (ss.401(k) Plan). Under the provisions of
the ss.401(k) Plan, employees with one year of service may become participants
with all contributions to the plan to be 100% vested with the employee.
Through year-end 1997, contributions to the 401(k) Plan for the benefit of
the participants could be made in two ways. First, the participant could enter
into a Salary Reduction Agreement whereby up to 12% of the employee's salary was
contributed to the ss.401(k) Plan. Secondly, an employer contribution was made
to the plan equal to 1% of the participant's salary plus an additional
contribution of 1/2% of the participant's salary for each 1% of salary
contributed by the participant to a maximum employer matching contribution equal
to 3% of the participant's salary. In addition, an employer contribution was
made of up to an additional 1/2% for each 1% of salary contributed by the
employee, not to exceed an additional 3% of the participant's salary, determined
by the extent to which the Bank's earnings performance targets were met for the
year. The target earnings level for the Bank and the corresponding amount of
additional matching contribution for different levels of achievement was set by
the Board of Directors of the Bank and was changed from time to time. Effective
January 1, 1998, the employer contribution formula is a matching contribution on
a dollar-for-dollar basis to a maximum of 6% of salary. For purposes of the
ss.401(k) Plan, salary includes regular base pay only, and does not include any
other forms of compensation such as overtime, taxable fringe benefits or
executive incentive compensation. The contributions made for the executive
officers named in the Summary Compensation Table for the years 1997, 1996 and
1995, respectively are as follows: Mr. Sierk, $10,500, $10,500 and $10,500; Mr.
Schmeiser, $10,380, $9,069 and $9,662; and Mr. Burger, $7,000, $6,755 and
$6,615; and Mr. Bartlett, $7,000, $6,755 and $3,690; and Mr. Benishek, none,
none and none.
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Salary Continuation Plan
Certain executive officers were participants in a Salary Continuation Plan
during 1997. Under the terms of the Salary Continuation Plan, the participants
will be paid a fixed amount per year as a continuation of salary for a period of
ten years beginning with normal retirement at age 65 or after. In the event of
the death of the participant after retirement but before the end of the ten-year
period, the remainder of the salary continuation benefits are to be paid to the
participant's surviving spouse. In the event of preretirement death, the
benefits under the Salary Continuation Plan would begin immediately being paid
to the participant's surviving spouse over a ten-year period. If the participant
has no surviving spouse or in the event the surviving spouse dies prior to
receiving all payments, then a commuted value of the unpaid payments would be
paid to the estate of the participant or the estate of the surviving spouse,
respectively. At age 65, or after, the amounts to be received each year, for ten
years, by the individuals named in the Summary Compensation Table are as
follows: Mr. Sierk, $25,000; Mr. Schmeiser, $20,000; Mr. Burger, none; Mr.
Bartlett, none; and Mr. Benishek, none.
The expense of these benefits are charged to operating expense each year
until the participants attain full eligibility, or until the participant attains
the age of 55 and has completed 15 years of service, if sooner. Thereafter the
annual expense reflects the increase in the present value of the vested benefit.
The amounts charged to operating expense in 1997, 1996 and 1995 for the
individuals named in the Summary Compensation Table were as follows: Mr. Sierk,
$6,690, $7,569 and $9,683; Mr. Schmeiser, $3,297, $3,029 and $2,783; Mr. Burger,
none, none and none; Mr. Bartlett, none, none, none; and Mr. Benishek, none,
none and none. In addition, life insurance policies were purchased on the lives
of the participants. The policies are owned by the Iowa City Bank and the
beneficiary of the policies is the Iowa City Bank. In the event of the death of
the participant, the Iowa City Bank will receive all death benefits from the
policy. In the event of the preretirement death of the participant, it is
anticipated that the amount to be received from the policy will be sufficient to
cover all payments under the plan to the surviving spouse or to pay the commuted
value of the payments to the estate of the participant on an after-tax cost
basis to the Iowa City Bank. Through these life insurance policies, it is
projected that there will be a complete recovery to the Iowa City Bank of all
premiums paid and benefits paid to retired individuals assuming normal
actuarially determined mortality experience.
COMPENSATION OF DIRECTORS
Directors of the Company who are not employees of either the Company or the
Bank (nonemployee directors) were paid $350 for attendance at each meeting of
the Board of Directors and $175 for attendance at each meeting of a Committee of
the Board of Directors. During 1997, the nonemployee directors of the Iowa City
Bank received a $2,000 per year retainer paid at the rate of $500 per calendar
quarter, with fees paid for attendance at meetings of the Board of Directors at
a rate of $350 per meeting to the Chairman and $300 per meeting to other
nonemployee directors. In addition, each nonemployee director was paid $175 for
attendance at each meeting of a Committee of the Board of Directors. Prior to
its merger into the Iowa City Bank, nonemployee directors of the Cedar Rapids
Bank were paid $250 for attendance at each meeting of the Board of Directors and
$125 for attendance at each meeting of a Committee of the Board of Directors in
1997. Prior to its merger into the Iowa City Bank, nonemployee directors of the
West Branch Bank were paid $250 for attendance at each meeting of the Board of
Directors and $125 for attendance at each meeting of a Committee of the Board of
Directors in 1997. As of February 27, 1998, the Company had one employee who
received compensation from the Company. Other than the compensation paid to the
one officer of the Company and its nonemployee directors, there is no present
plan to provide additional compensation to directors and officers of the Company
or the Bank for services rendered by them as directors and officers of the
Company or Bank. The aggregate of the fees paid to nonemployee directors of the
Company and its subsidiary banks by the Company and its subsidiary banks in 1997
was $131,300.
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As a long-term incentive, the Company has annually granted stock options to
nonemployee directors for the purposes of retaining and motivating nonemployee
directors to improve long-term stock market performance. These stock options
have been granted by the Directors' Stock Option Committee of the Company in
accordance with the provisions of the First Financial Bancorporation 1988 Stock
Option Plan (1988 Plan). All stock options have been granted at the fair market
value of the stock of the date of the grant. Upon the adoption of the First
Financial Bancorporation 1997 Stock Compensation Plan (1997 Plan) by the
shareholders in 1997, the 1988 Plan terminated. Under the provisions of the 1997
Plan, the granting of stock options to nonemployee directors is discretionary,
and to date no stock options have been granted to nonemployee directors pursuant
to the 1997 Plan.
Stock options were granted for the purchase of 11,550 shares of common
stock on February 3, 1997, to nonemployee directors at a purchase price of
$20.833 per share, which was the fair market value of the stock on the date of
grant. These options expire five years from the date of the grant and are
exercisable on the last business day of January of each year until expiration.
During 1997, stock options were exercised for the purchase of 3,750 shares of
common stock by nonemployee directors, no stock options expired and no stock
options were forfeited, leaving unexercised stock options outstanding for
nonemployee directors for the purchase of 42,000 shares of common stock as of
December 31, 1997.
EMPLOYMENT, TERMINATION AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company and Mr. Sierk executed an employment agreement, effective as of
January 1, 1998, which provides that Mr. Sierk will be employed as President and
Chief Executive Officer of the Company and the Bank. The employment agreement
terminates on December 31, 2000, with provision for two six-month extensions
until December 31, 2001, subject to the right of either party to give written
notice of non-extension of the contract prior to specified dates. The employment
contract provides for a minimum annual salary of $175,408 which may be increased
from time to time by the Board of Directors. Mr. Sierk is also eligible for an
annual bonus in the discretion of the Board of Directors.
Mr. Sierk is also entitled to receive certain benefits which other
executive officers receive or in which they are entitled to participate. In
addition, if Mr. Sierk is no longer eligible for coverage under the Bank's group
health insurance policy after his employment is terminated without cause and if
comparable coverage with another employer or Medicare is not available, Mr.
Sierk's medical insurance premiums will be reimbursed until Mr. Sierk reaches
the age of 65 with Mr. Sierk bearing a proportionate part of the cost. For a
period of two years after his employment with the Company, Mr. Sierk has agreed
not to engage in the banking business (whether as an officer, director,
employee, consultant or otherwise) in Johnson, Linn or Cedar Counties in the
State of Iowa and certain other non-competition provisions.
Mr. Sierk's employment agreement also contains provisions which provide for
the payment of compensation and benefits in the event of termination of
employment by Mr. Sierk in the event of occurrence of a good reason (as defined)
or in the event of termination of Mr. Sierk's employment by the Company without
cause. Upon the occurrence of either event, Mr. Sierk is entitled to a
termination payment equal to the sum of (a) all accrued amounts of his base
salary; (b) a pro rata portion of his highest annual bonus paid in respect of
the three years immediately preceding the year in which the termination occurs;
(c)a lump-sum cash amount equal to the unpaid base salary for the remainder of
his employment period (not less than two times base salary in effect at the date
of termination nor greater than 2.99 times base salary); and (d) two times his
highest annualized bonus in the most recent three years immediately preceding
the year in which termination occurs. A "good reason" includes any requirement
of the Company that he be located other than in Iowa City or Cedar Rapids, Iowa,
or he no longer has an executive position with the Company or the Bank.
13
<PAGE>
The Company and Mr. Schmeiser executed an employment and severance
agreement, effective as of January 1, 1998, which provides that Mr. Schmeiser
will receive certain severance benefits upon the occasion of his termination of
employment, provided the termination is not on account of disability, death or
cause. The agreement terminates on January 31, 1999, but automatically extends
on a year-by-year basis unless either party provides notice to the other of the
non-extension of the agreement.
Mr. Schmeiser's severance agreement contains provisions which provide for
the payment of severance compensation in the event of termination of employment
by Mr. Schmeiser in the event of occurrence of a good reason (as defined) or in
the event of termination of Mr. Schmeiser's employment by the Company without
cause. Upon the occurrence of either event, Mr. Schmeiser is entitled to a
termination payment equal to the sum of (a) all accrued amounts of his base
salary; (b) a pro rata portion of his average bonus (excluding any cash bonuses
paid in lieu of stock options) paid in respect of the three years ended December
31, 1997; (c)a lump-sum cash amount equal to two times his highest annual base
salary in effect at any time during the two years preceding the date of
termination; (d) two times his average bonus (excluding any cash bonuses paid in
lieu of stock options) in the three years ended December 31, 1997; and (e) his
accrued vacation pay and any benefits accrued and expensed by the Company or the
Bank under the Salary Continuation Plan. A "good reason" includes (a) any
requirement of the Company that he be located other than in Iowa City or Cedar
Rapids, Iowa, (b) he no longer has an executive position with the Company or the
Bank, (c)there is any reduction in his annual base salary, or (d) the Company
provides notice of the non-extension of the agreement.
In the event employment is voluntarily terminated other than within thirty
days of the occurrence of an event of good reason, then Mr. Schmeiser is
entitled to receive (a) any unpaid compensation accrued through the date of
termination and (b) severance benefits no less favorable than those provided in
the Company's 1995 Voluntary Severance Plan, with such payments to be in lieu of
any other rights under the severance agreement.
For a period of two years after his employment with the Company, Mr.
Schmeiser has agreed not to engage in the banking business (whether as an
officer, director, employee, consultant or otherwise) in Johnson, Linn or Cedar
Counties in the State of Iowa and certain other non-competition provisions.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company has no Compensation Committee. The Company does have a Stock
Option Committee (discussed below) which administers the First Financial
Bancorporation 1997 Stock Compensation Plan.
First National Bank Iowa
The Compensation Committee of the Board of Directors was established in
September 1991 and is responsible for the general compensation policies of the
Bank as well as the compensation plans and specific compensation levels for
executive officers. In conjunction with management, it reviews the performance
appraisals of all executive officers, and it conducts performance appraisals
directly with the Chief Executive Officer (CEO). The Compensation Committee is
currently composed of four independent, nonemployee directors.
The Compensation Committee believes that the compensation of the executive
officers, including that of the CEO, should be influenced by the Company's
performance. Executive compensation consists of three components, each of which
is intended to serve this overall compensation philosophy. The first component
(base salary) is based in part on the financial performance of the Bank and
Company. The second component (annual incentives) is based entirely on Bank
performance as measured by certain key performance indicators. The third
component (long-term incentives) utilizes stock performance through the Stock
Compensation Plan.
14
<PAGE>
Base Salary: Salaries for executive officers are reviewed annually by the
Compensation Committee. In its review, the Compensation Committee considers: (1)
the salaries of executive officers in similar positions in similarly sized
banking organizations (as obtained from data published by the Iowa Bankers
Association, Sheshunoff and Company and the Bank Administration Institute), (2)
the Bank's and Company's financial performance for the past year and (3) the
achievement of performance objectives set by the Compensation Committee for the
particular executive officer. For 1997, the CEO's base salary was $175,409, an
increase of $7,554 or 4.5% over 1996.
Annual Incentives: The Executive Incentive Compensation Plan reflects the
Company's belief that management's contribution to shareholder returns (i.e.,
increased stock prices and dividends) comes from maximizing earnings and the
quality of those earnings. Under the Plan, a portion of the compensation paid to
the executive officers is determined by Bank performance as measured by certain
key performance indicators.
The Plan utilizes key performance indicators (KPIs) in the areas of growth,
profitability, asset quality, and productivity. All KPIs have objectively stated
goals, the achievement of which would result in increased earnings over the
budgeted amount. A certain percentage of these increased earnings is allocated
to an executive incentive compensation pool for the payment of incentive
compensation to the executive officers.
Based upon Bank performance for 1997, executive incentive compensation of
$24,399 was awarded to the CEO for 1997 (which was paid to him in 1998). The
amount awarded for 1997 reflects an increase of $8,490 from the $15,909 awarded
for 1996.
Long-Term Incentives: Long-term incentives are provided through the
periodic granting of stock options to the executive officers for the purpose of
retaining executive officers and motivating them to improve long-term stock
market performance. The Compensation Committee makes recommendations with
respect to stock options to be granted to the executive officers under the Stock
Compensation Plan. Stock options are actually awarded by the Stock Option
Committee of the Company (composed of three or more independent, nonemployee
directors of the Company), which considers the recommendations of the
Compensation Committee and the Board. One of the principal factors considered in
granting stock options to the executive officers of the Bank is the executive's
ability to influence the Company's long-term growth and profitability.
All options are granted at the current market price. Since the value of an
option bears a direct relationship to the Company's stock price, the
Compensation Committee believes that options motivate executive officers to
manage the Company in a manner that benefits shareholders. The Company therefore
views stock options as an important component of its long-term,
performance-based compensation philosophy.
On April 9, 1997, stock options exercisable for 12,000 shares of common
stock were granted to the CEO at a purchase price of $22 per share, which was
the fair market value of the stock on the date of grant. One-half of the stock
options granted have a term of four years and one-half have a term of five
years. All options granted become exercisable at the rate of 25% per year on the
last business day of January.
In addition, the CEO received cash compensation of $18,000 for 1997 (which
was paid to him in 1997), based upon the increase in the fair market value of
the Company's stock during 1997 prior to the approval of the 1997 Stock
Compensation Plan and the awarding of options thereunder. There was a similar
award for 1996 (which was paid to him in 1997) in the amount of $19,000.
15
<PAGE>
Compensation Committee
First National Bank Iowa
John R. Balmer
Member, Compensation Committee
Director of Bank & Company
Robert J. Latham
Member, Compensation Committee
Director of Bank & Company
Richard J. Schwab
Member, Compensation Committee
Director of Bank
Larry D. Ward
Member, Compensation Committee
Director of Bank & Company
The Report of the Compensation Committee shall not be deemed to be
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act of 1933 or under
the Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
STOCK PRICE PERFORMANCE GRAPH
The Stock Price Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
The graph below compares cumulative total return* of First Financial
Bancorporation, the S&P 500 Index and the Media General Financial Services' West
North Central Bank Index (Industry Index).
Fiscal Year Ending
12-31-92 12-31-93 12-31-94 12-31-95 12-31-96 12-31-97
- --------------------------------------------------------------------------------
First Financial $100.00 $133.90 $132.55 $133.88 $164.80 $243.35
S & P 500 Index $100.00 $119.95 $125.94 $163.35 $202.99 $248.30
Industry Index $100.00 $111.47 $113.79 $168.59 $233.65 $408.81
- --------------------------------------------------------------------------------
*Total return assumes annual reinvestment of dividends.
** Industry Index is the published Media General Financial Services' West North
Central Bank Index.
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1997, Robert M. Sierk, President and Chief Executive Officer of both
the Company and the Iowa City Bank, and A. Russell Schmeiser, Executive Vice
President and Chief Operating Officer of the Company, served as voting members
of the Compensation Committee of the Cedar Rapids Bank prior to its merger into
the Iowa City Bank. Mr. Schmeiser also served as the Chairman of the Audit
Committee of the West Branch Bank prior to its merger into the Iowa City Bank.
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From time to time and in the ordinary course of business, the Iowa City
Bank has made loans to and conducted banking transactions with Messrs. Sierk and
Schmeiser and their respective associates on substantially the same terms,
including interest rates, collateral and repayment terms, as those prevailing at
the same time for comparable transactions with others. Any loans made by the
Iowa City Bank to any of Messrs. Sierk and Schmeiser, or to their respective
associates, do not involve more than the normal risk of collectibility, nor do
such loans present any other features unfavorable to the lender.
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
The Bank has had, and expects to have in the future, banking transactions
in the ordinary course of business with the directors, officers, principal
shareholders of the Bank and the Company, and their associates on substantially
the same terms including interest rates, collateral and repayment terms on
extensions of credit as those prevailing at the same time for comparable
transactions with others. It is the judgment of the Board of Directors of the
Company that the loans to directors, officers, principal shareholders and their
associates do not involve more than the normal risk of collectibility, nor do
such loans present any other unfavorable features.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
McGladrey & Pullen, LLP, Iowa City, Iowa, certified public accountants,
have provided audit and accounting services as the principal accountants for the
Banks and the Company for the calendar year 1997, including an audit of the
consolidated financial statements of the Company at December 31, 1997.
Representatives from McGladrey & Pullen, LLP, are expected to be present at the
Annual Meeting of the Shareholders of the Company and will be given the
opportunity to make a statement if they desire to do so. Such representatives
are expected to be available to respond to questions at an appropriate time
during the course of the Annual Meeting of the Shareholders.
VOTE REQUIRED FOR APPROVAL
The affirmative vote of shareholders owning a majority of the outstanding
common stock of the Company is required in order to elect the directors to serve
on the Board of Directors for the ensuing year.
DATE BY WHICH SHAREHOLDER PROPOSALS TO BE PRESENTED AT THE 1999 ANNUAL MEETING
MUST BE RECEIVED IN ORDER TO BE INCLUDED IN PROXY STATEMENT AND FORM OF PROXY
Any proposal which a shareholder intends to present for action at the 1999
Annual Meeting of the Shareholders currently scheduled to be held on April 13,
1999, must be received by the Chief Executive Officer of the Company at 204 East
Washington Street, Iowa City, Iowa 52240 on or before 3:00 P.M. local time, on
November 6, 1998, for inclusion in the Company's Proxy Statement and form of
Proxy relating to that meeting.
OTHER MATTERS
As of the date of printing of this Proxy Statement, the Board of Directors
of the Company knows of no business other than that described herein that will
be presented for action at the 1998 Annual Meeting of Shareholders. If, however,
any other matters properly come before the meeting, it is intended that the
proxies will be voted in accordance with instruction given by the Board of
Directors of the Company to the person or persons voting such proxies.
ANNUAL REPORT AND FORM 10K
A copy of the Company's Annual Report to its Shareholders for the calendar
year 1997, including financial statements, has been mailed to all shareholders
concurrent with the mailing of this Proxy Statement and the enclosed Proxy, but
such Annual Report is not intended to be a part of this Proxy Statement.
17
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COPIES OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION (FORM 10K) WILL BE MAILED TO SHAREHOLDERS UPON WRITTEN REQUEST MADE
TO: A. RUSSELL SCHMEISER, EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER,
FIRST FINANCIAL BANCORPORATION, 204 EAST WASHINGTON STREET, IOWA CITY, IOWA
52240.
BY ORDER OF THE BOARD OF DIRECTORS
//s// A. Russell Schmeiser
A. Russell Schmeiser
Executive Vice President & COO
Iowa City, Iowa
March 6, 1998
18
