FIRST FINANCIAL BANCORP INC
15-12G, 1998-09-04
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                   FORM 15
    CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
    12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO
     FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE
                                ACT OF 1934.

                                     Commission File Number      0-22394 
                                                                 ------- 

                        First Financial Bancorp, Inc.
   ---------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

     121 East Locust Street, Belvidere, Illinois 61008    (815) 544-3167
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     (Address, including zip code, and telephone number, including area
             code, of registrant's principal executive offices)
                   Common Stock, $.10 par value per share
   ---------------------------------------------------------------------
          (Title of each class of securities covered by this Form)

                                    None
   ---------------------------------------------------------------------
     (Titles of all other classes of securities for which a duty to file
                reports under section 13(a) or 15(d) remains)

        Please place an X in this box(es) to designate the appropriate
   rule provision(s) relied upon to terminate or suspend the duty to file
   reports:

        Rule 12g-4(a)(1)(i)      /X/       Rule 12h-3(b)(1)(i)      / /
        Rule 12g-4(a)(1)(ii)     / /       Rule 12h-3(b)(1)(ii)     / /
        Rules 12g-4(a)(2)(i)     / /       Rule 12h-3(b)(2)(ii)     / /
        Rule 12g-4(a)(2)(ii)     / /       Rule 12h-3(b)(2)(ii)     / /
                                           Rule 15d-6               /X/
        Approximate number of holders of record as of the certification
   or notice date:       1
                   --------------

        Pursuant to the requirements of the Securities Exchange Act of
   1934 (NAME OF REGISTRANT AS SPECIFIED IN CHARTER) has caused this
   certification to be signed on its behalf by the undersigned duly
   authorized person.

   Date:    September 3, 1998                /s/ Steven C. Derr
          ---------------------          --------------------------------
                                         By:     Steven C. Derr          
                                         Title:  President and Chief     
                                                 Executive Officer       <PAGE>





   Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of
   the General Rules and Regulations under the Securities Exchange Act of
   1934.  The registrant shall file with the Commission three copies of
   Form 15, one of which shall be manually signed.  It may be signed by
   an officer of the registrant, by counsel or by any other duly authorized
   person.  The name and title of the person signing the form shall be
   typed or printed under the signature.

   SEC 2069 (8-93)<PAGE>


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