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First Financial Bancorp. FFBC Capital Trust I FFBC Capital Trust II FFBC Capital Trust III FFBC Capital Trust IV (Exact name of registrant as specified in its charter) | Ohio Delaware Delaware Delaware Delaware (State or other jurisdiction of incorporation or organization) | 31-1042001 26-6571629 26-6571641 26-6571657 26-6571664 (I.R.S. Employer Identification Number) |
First Financial Bancorp. 4000 Smith Road Cincinnati, Ohio 45209 (513) 979-5782 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | Gregory A. Gehlmann Senior Vice President and General Counsel First Financial Bancorp. 4000 Smith Road Cincinnati, Ohio 45209 (513) 979-5782 (Name, address, including zip code, and telephone number, including area code, of agent for service) |
James J. Barresi, Esq.
Squire, Sanders & Dempsey L.L.P.
221 E. 4th Street Suite 2900
Cincinnati, Ohio 45202
(513) 361-1200
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Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Amount to be Registered | ||||
Proposed Maximum | ||||
Offering Price Per Unit | Amount of | |||
Proposed Maximum | Registration | |||
Title of Each Class of Securities to be Registered | Offering Price(1)(2) | Fee | ||
Senior Debt Securities | (1)(2) | |||
Subordinated Debt Securities | (1)(2) | |||
Junior Subordinated Debt Securities | (1)(2) | |||
Common Shares | (1)(2) | |||
Purchase Contracts | (1)(2) | |||
Units | (1)(2) | |||
Warrants | (1)(2) | |||
Rights | (1)(2) | |||
Guarantees of Trust Preferred Capital Securities of FFBC Capital Trust I, | ||||
FFBC Capital Trust II, FFBC Capital Trust III and FFBC Capital Trust IV | (1)(2) | |||
Trust Preferred Capital Securities of FFBC Capital Trust I, | ||||
FFBC Capital Trust II, FFBC Capital Trust III and FFBC Capital Trust IV | (1)(2) | |||
Total | $100,000,000 | $3,930 |
(1) | An unspecified aggregate initial offering price or number of the securities of each identified class is being registered from time to time to be offered at unspecified prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. | |
(2) | This Registration Statement also serves to register such indeterminate amount of securities that are to be offered and sold in connection with market-making activities of affiliates of the registrant. |
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The information in this prospectus is not complete and may be changed. This prospectus is included in a registration statement that we filed with the Securities and Exchange Commission. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subordinated Debt Securities
Junior Subordinated Debt Securities
Common Shares
Purchase Contracts
Units
Warrants
Rights
Guarantees
FFBC Capital Trust II
FFBC Capital Trust III
FFBC Capital Trust IV
described in the applicable prospectus supplement
Prospectus
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• | Annual Report on Form 10-K for the year ended December 31, 2007; | ||
• | Quarterly Report on Form 10-Q for the quarters ended March 31, 2008, and June 30, 2008; and | ||
• | Current Report on Form 8-K filed on February 25, 2008. |
4000 Smith Rd., Suite 400
Cincinnati, OH 45209
Telephone:(877) 322-9530
Attention: Investor Relations
REGARDING FORWARD-LOOKING STATEMENTS
• | management’s ability to effectively execute its business plan; | ||
• | the risk that the strength of the United States economy in general and the strength of the local economies in which we conduct operations may be different than expected resulting in, among other things, a deterioration in credit quality or a reduced demand for credit, including the resultant effect on our loan portfolio and allowance for loan and lease losses; | ||
• | the effects of and changes in policies and laws of regulatory agencies; | ||
• | inflation, interest rates, market and monetary fluctuations; |
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• | technological changes; | ||
• | mergers and acquisitions; | ||
• | the ability to increase market share and control expenses; | ||
• | the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies as well as the Financial Accounting Standards Board and the SEC; | ||
• | adverse changes in the securities markets; | ||
• | the costs and effects of litigation and of unexpected or adverse outcomes in such litigation; and | ||
• | our success at managing the risks involved in the foregoing. |
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• | senior debt securities; | ||
• | subordinated debt securities; | ||
• | junior subordinated debt securities; | ||
• | common shares; | ||
• | purchase contracts; | ||
• | units; | ||
• | warrants; | ||
• | rights; and | ||
• | guarantees. |
• | offer trust preferred capital securities representing undivided preferred beneficial interests in the Trust to the public; | ||
• | offer common securities representing undivided common beneficial interests in the Trust to us; and | ||
• | use the proceeds from the issuance of these securities to buy an equal principal amount of our junior subordinated debt securities. |
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Six Months Ended June 30, | Years Ended December 31, | |||||||||||||||||||||||||||
2008 | 2007 | 2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||||||||
Ratio of Earnings to Fixed Charges : | ||||||||||||||||||||||||||||
Excluding interest on deposits | 7.59x | 6.63x | 7.13x | 3.94x | 3.75x | 4.10x | 4.07x | |||||||||||||||||||||
Including interest on deposits | 1.63x | 1.58x | 1.61x | 1.38x | 1.77x | 2.07x | 1.90x |
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• | In the case of original issue discount securities, the principal amount that may be included in the calculation is the amount of principal that would be declared to be due and payable upon a declaration of acceleration according to the terms of that original issue discount security as of the date of the calculation. |
• | Any securities owned by us, or owned by any other obligor of the securities or any affiliate of ours or any other obligor, should be disregarded and deemed not to be outstanding for purposes of the calculation. |
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• | We appoint a trustee of the successor entity who has substantially the same powers and duties as the property trustee of the Trust; the successor entity’s securities are listed or traded, or any successor entity’s substituted securities will be listed upon notice of issuance, on the same national securities exchange or other market on which the trust preferred capital securities are then listed or traded; if the trust preferred capital securities are rated by a nationally recognized statistical rating agency, or “rating agency,” the merger event does not cause the trust preferred capital securities or any substituted successor securities to be downgraded by any such rating agency; the merger event does not adversely affect the rights, preferences and privileges of the holders of the trust preferred capital securities or any successor entity’s substituted securities in any material respect; the successor entity has a purpose substantially identical to that of the Trust that issued the trust preferred capital securities; prior to the merger becoming effective, we shall have provided to the property trustee an opinion of counsel from a nationally recognized law firm stating that: the merger event does not adversely affect the rights, preferences and privileges of the holders of the Trust’s trust preferred capital securities in any material respect; and following the merger, neither the |
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Trust nor the successor entity will be required to register as an investment company under the Investment Company Act of 1940 (the “Investment Company Act”); and · we own or our permitted transferee owns, all of the common securities of the successor entity and we guarantee or our permitted transferee guarantees the obligations of the successor entity under the successor entity’s substituted securities at least to the extent provided under the applicable trust preferred capital securities guarantee. |
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AND THE GUARANTEES
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Registration Statement filing fees | $ | 3,930 | ||
Listing fees and expenses | * | |||
Blue Sky fees and expenses | * | |||
Printing and engraving expenses | * | |||
Trustees’, Registrar and Transfer Agents’, and Depositaries’ fees and expenses | * | |||
Attorneys’ fees and expenses | * | |||
Accounting fees and expenses | * | |||
Miscellaneous | * | |||
Total | $ | * | ||
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FIRST FINANCIAL BANCORP. | ||||
By: | /s/ Claude E. Davis | |||
Name: | Claude E. Davis | |||
Title: | President and Chief Executive Officer |
Signature | Capacity | |
/s/ Claude E. Davis | President, Chief Executive Officer and Director (Principal Executive Officer) | |
/s/ J. Franklin Hall | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |
/s/ Anthony M. Stollings | Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) | |
* | Chairman of the Board and Director | |
* | Director | |
J. Wickliffe Ach | ||
* | Director | |
Donald M. Cisle | ||
* | Director | |
* | Director | |
* | Director | |
* | Director | |
* | Director |
*By: | /s/ J. Franklin Hall | |||
J. Franklin Hall | ||||
Attorney-In-Fact | ||||
October 1, 2008 |
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FFBC CAPITAL TRUST I | ||||||
By: | First Financial Bancorp., as Depositor | |||||
By: | /s/ J. Franklin Hall | |||||
Name: | J. Franklin Hall | |||||
Title: | Executive Vice President and Chief | |||||
Financial Officer |
FFBC CAPITAL TRUST II | ||||||
By: | First Financial Bancorp., as Depositor | |||||
By: | /s/ J. Franklin Hall | |||||
Name: | J. Franklin Hall | |||||
Title: | Executive Vice President and Chief | |||||
Financial Officer |
FFBC CAPITAL TRUST III | ||||||
By: | First Financial Bancorp., as Depositor | |||||
By: | /s/ J. Franklin Hall | |||||
Name: | J. Franklin Hall | |||||
Title: | Executive Vice President and Chief | |||||
Financial Officer |
FFBC CAPITAL TRUST IV | ||||||
By: | First Financial Bancorp., as Depositor | |||||
By: | /s/ J. Franklin Hall | |||||
Name: | J. Franklin Hall | |||||
Title: | Executive Vice President and Chief | |||||
Financial Officer |
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Exhibit | ||
No. | Exhibit | |
1.1 | Form of Underwriting Agreement for Debt Securities.* | |
1.2 | Form of Underwriting Agreement for Common Shares.* | |
1.3 | Form of Underwriting Agreement for Purchase Contracts.* | |
1.4 | Form of Underwriting Agreement for Units.* | |
1.5 | Form of Standby Underwriting Agreement for Rights.* | |
1.6 | Form of Underwriting Agreement for Trust Preferred Capital Securities.* | |
4.1 | Amended and Restated Articles of Incorporation (filed as Exhibit 3.1 to Annual Report on Form 10-K for the year ended December 31, 2007, and incorporated herein by reference). | |
4.2 | Amended and Restated Regulations, as amended as of May 1, 2007 (filed as Exhibit 3.2 Form 10-Q for the quarter ended June 30, 2007, and incorporated herein by reference). | |
4.3 | Form of Senior Indenture. | |
4.4 | Form of Senior Note (included in Exhibit 4.3). | |
4.5 | Form of Subordinated Indenture. | |
4.6 | Form of Subordinated Debt Security (included in Exhibit 4.5). | |
4.7 | Form of Junior Subordinated Indenture. | |
4.8 | Form of Junior Subordinated Debt Security (included in Exhibit 4.7). | |
4.9 | Certificate of Trust of FFBC Capital Trust I. | |
4.10 | Certificate of Trust of FFBC Capital Trust II. | |
4.11 | Certificate of Trust of FFBC Capital Trust III. | |
4.12 | Certificate of Trust of FFBC Capital Trust IV. | |
4.13 | Trust Agreement of FFBC Capital Trust I. | |
4.14 | Trust Agreement of FFBC Capital Trust II. | |
4.15 | Trust Agreement of FFBC Capital Trust III. | |
4.16 | Trust Agreement of FFBC Capital Trust IV. | |
4.17 | Form of Amended and Restated Trust Agreement for each of the Trusts. | |
4.18 | Form of Trust Capital Security for each of the Trusts (included in Exhibit 4.17). | |
4.19 | Form of Guarantee Agreement with respect to each of the Trusts. | |
4.20 | Form of Collateral Agreement.* |
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Exhibit | ||
No. | Exhibit | |
4.21 | Form of Warrant.* | |
4.22 | Form of Rights Agreement.* | |
5.1 | Opinion of Squire, Sanders & Dempsey L.L.P. as to the validity of the senior debt securities, subordinated debt securities, junior subordinated debt securities, common shares, purchase contracts, units, warrants, rights and guarantees of First Financial Bancorp. | |
5.2 | Opinion of Richards, Layton & Finger, P.A. as to the validity of the Trust Preferred Capital Securities of FFBC Capital Trust I. | |
5.3 | Opinion of Richards, Layton & Finger, P.A. as to the validity of the Trust Preferred Capital Securities of FFBC Capital Trust II. | |
5.4 | Opinion of Richards, Layton & Finger, P.A. as to the validity of the Trust Preferred Capital Securities of FFBC Capital Trust III. | |
5.5 | Opinion of Richards, Layton & Finger, P.A. as to the validity of the Trust Preferred Capital Securities of FFBC Capital Trust IV. | |
12.1 | Computation of Ratio of Earnings to Fixed Charges. | |
23.1 | Consent of Ernst & Young LLP. | |
23.2 | Consent of Squire, Sanders & Dempsey L.L.P. (included in Exhibit 5.1). | |
23.3 | Consent of Richards, Layton & Finger, P.A. (included in Exhibits 5.2, 5.3, 5.4 and 5.5). | |
24.1 | Power of Attorney. | |
25.1 | Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the Senior Indenture. | |
25.2 | Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the Subordinated Indenture. | |
25.3 | Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the Junior Subordinated Indenture. | |
25.4 | Form T-1 Statement of Eligibility of Wilmington Trust Company to act as property trustee with respect to the Amended and Restated Trust Agreement of FFBC Capital Trust I. | |
25.5 | Form T-1 Statement of Eligibility of Wilmington Trust Company to act as property trustee with respect to the Amended and Restated Trust Agreement of FFBC Capital Trust II. | |
25.6 | Form T-1 Statement of Eligibility of Wilmington Trust Company to act as property trustee with respect to the Amended and Restated Trust Agreement of FFBC Capital Trust III. | |
25.7 | Form T-1 Statement of Eligibility of Wilmington Trust Company to act as property trustee with respect to the Amended and Restated Trust Agreement of FFBC Capital Trust IV. | |
25.8 | Form T-1 Statement of Eligibility of Wilmington Trust Company to act as guarantee trustee under the Guarantee Agreement for the benefit of holders of Trust Preferred Capital Securities of FFBC Capital Trust I. |
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Exhibit | ||
No. | Exhibit | |
25.9 | Form T-1 Statement of Eligibility of Wilmington Trust Company to act as guarantee trustee under the Guarantee Agreement for the benefit of holders of Trust Preferred Capital Securities of FFBC Capital Trust II. | |
25.10 | Form T-1 Statement of Eligibility of Wilmington Trust Company to act as guarantee trustee under the Guarantee Agreement for the benefit of holders of Trust Preferred Capital Securities of FFBC Capital Trust III. | |
25.11 | Form T-1 Statement of Eligibility of Wilmington Trust Company to act as guarantee trustee under the Guarantee Agreement for the benefit of holders of Trust Preferred Capital Securities of FFBC Capital Trust IV. |