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) May 7, 1998
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First Financial Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-22394 36-3899034
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(Commission File Number) (IRS Employer Identification No.)
121 East Locust Street, Belvidere, Illinois 61008
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code(815) 544-3167
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Exhibit Index is located on page 4.<PAGE>
ITEM 5. OTHER EVENTS
On May 7, 1998, the Registrant signed a definitive Agreement of
Merger that provides for the acquisition of the Registrant, and its
wholly-owned banking subsidiary, by Blackhawk Bancorp,
Inc.( Blackhawk ), Beloit, Wisconsin. Under the terms of the
definitive agreement, Blackhawk will acquire all of the outstanding
shares of the Registrant through an exchange for cash pursuant to a
merger. For information regarding the terms of the proposed
transaction, reference is made to the press release dated May 7, 1998,
which is attached hereto as Exhibit 99 and incorporated herein by
reference. Consummation of the transaction is subject to approval of
the Registrant's shareholders and regulatory authorities.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
Exhibit 99 May 7, 1998, Press Release
2<PAGE>
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 BANCORP, INC.
(Registrant)
By: /s/ Steven C. Derr
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Steven C. Derr, President and
Chief Executive Officer
Dated: May 12, 1998
3<PAGE>
EXHIBIT INDEX
Number Description
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99 May 7, 1998 Press Release
4<PAGE>
EXHIBIT 99
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PRESS RELEASE
Blackhawk Bancorp, Inc. First Financial Bancorp, Inc.
400 Broad Street 121 East Locust Street
Beloit, Wisconsin 53511 Belvidere, Illinois 61008
Contact: Dennis M. Conerton Contact: Steve Derr,
Chief Executive Officer President
or Jesse L. Calkins or Keith Hill,
Senior Vice President CFO
Phone: (608) 364-8911 Phone: (815) 544-3167
FAX: (608) 364-8946 FAX: (815) 544-0802
FOR IMMEDIATE RELEASE
BLACKHAWK BANCORP, INC. ANNOUNCES ACQUISITION OF
FIRST FINANCIAL BANCORP, INC., BELVIDERE, ILLINOIS
BELOIT, WI, May 7, 1998 -- Blackhawk Bancorp, Inc., headquartered
in Beloit, Wisconsin, has announced plans to expand its presence in
Illinois with the proposed acquisition of First Financial Bancorp,
Inc. of Belvidere, Illinois. A definitive acquisition agreement has
been reached. Completion of the transaction is subject to approval of
First Financial shareholders and regulatory authorities.
"We are very excited to welcome First Financial into the
Blackhawk family," said Dennis M. Conerton, President and Chief
Executive Officer of Blackhawk Bancorp. "First Financial will be an
important part in further developing our community banking initiative
in Illinois. This is a growing area that offers a great many
opportunities, and we look forward to the challenges of a new market
and serving new customers."
First Financial owns First Federal Savings Bank, which operates
two office locations in Belvidere and a recently opened office in
Rockford, Illinois. The company is highly respected with a history
that dates back to 1922 and has total assets of approximately
$82,000,000. "We were extremely impressed with Blackhawk's commitment
to our local market and we look forward to offering our customers an
expanded product line," said Steven C. Derr, President and Chief
Executive Officer of First Financial. "Blackhawk has a well
established community banking philosophy that allows local management
to respond to customer and community needs. This provides an ideal
match to the community-oriented approach that First Financial has
employed for many years." <PAGE>
The terms of the acquisition, expected to be completed in the
third quarter of this year, call for Blackhawk to pay $30.00 in cash
for each outstanding share of First Financial common stock, subject to
a decrease in the merger price under certain circumstances with a
floor of $29.00 per share. The transaction, with an aggregate value
of approximately $12.6 million, will be accounted for as a purchase.
Blackhawk Bancorp, Inc., currently with assets of $201,000,000,
operates Blackhawk State Bank with five office locations in Beloit,
Wisconsin and offices in Roscoe, Rochelle and Oregon, Illinois. The
bank offers a full range of personal and commercial banking products
including Investment and Trust services. The company also owns
Midland Acceptance Corporation with office locations in Rochelle and
Rockford, Illinois. The stock of Blackhawk is publicly traded on the
Over The Counter Market.
