Exhibit 8
HOGAN & HARTSON
L.L.P.
COLUMBIA SQUARE
555 THIRTEENTH STREET NW
WASHINGTON DC 20004-1109
(202)637-5600
January 26, 1995
Board of Directors
First Financial Corporation
1305 Main Street
Stevens Point, Wisconsin 54481
Board of Directors
FirstRock Bancorp, Inc.
612 North Main Street
Rockford, Illinois 61103
Gentlemen:
You have requested that we render to you our opinion with
respect to certain federal income tax consequences of the following proposed
transaction: First Financial Acquisition Company ("FFC-Acquisition") shall be
merged with and into FirstRock Bancorp, Inc. ("Company"), with Company surviving
(the "Surviving Corporation") the merger (the "Holding Company Merger").
Immediately thereafter, First Federal Savings Bank, F.S.B., Rockford, Illinois
("First Federal"), shall be merged with and into First Financial Bank, F.S.B.
("FF-Bank"), with FF-Bank surviving the merger (the "Bank Merger"). Following
the Holding Company Merger and the Bank Merger, it is anticipated that Company
shall be merged with and into First Financial Corporation ("First Financial")
with Company surviving the merger (the "Subsidiary Merger") (collectively, the
Holding Company Merger, the Bank Merger and the Subsidiary Merger shall be
referred to as the "Proposed Transaction").
In connection with the preparation of this opinion, we have
examined and relied upon the Agreement and Plan of Reorganization by and among
First Financial, FFC-Acquisition and Company dated October 26, 1994, as amended
by Amendment No. 1 thereto dated November 30, 1994, including the exhibits
thereto (the "Plan"), certain letters from affiliates of FirstRock to First
Financial (the "Affiliate Letters") the form of which is Exhibit B to the Plan,
and the Registration Statement filed on Form S-4 by First Financial with the
Securities and Exchange Commission on December 8, 1994 (the "Registration
Statement") and by amendment thereto.
In rendering the opinion set forth hereinafter, we have
assumed the accuracy of all information contained in the documents described in
the preceding paragraph, and we have also assumed the accuracy of all copies,
and the genuineness of all signatures thereof. We have not attempted to verify
independently the accuracy of any information in the these documents.
The Proposed Transaction
Based solely upon our review of the above described documents,
and upon such information as First Financial has provided us (which we have not
attempted to verify in any respect), and in reliance upon such documents and
information, we understand that the Proposed Transaction and the relevant facts
with respect thereto are as follows:
First Financial is a corporation organized, validly existing
and in good standing under the laws of the State of Wisconsin. First Financial
is a registered savings and loan holding company under the Home Owners' Loan
Act. FFC-Acquisition is a corporation organized, validly existing and in good
standing under the laws of the State of Delaware. FFC-Acquisition is a
wholly-owned subsidiary of First Financial. First Financial owns 100 percent of
the issued and outstanding capital stock of FF-Bank. FF-Bank is a federally
chartered stock savings association organized and existing under the laws of the
United States.
Company is a corporation organized, validly existing and in
good standing under the laws of the State of Delaware. Company owns 100 percent
of the issued and outstanding capital stock of First Federal. First Federal is a
federally chartered stock savings association organized and existing under the
laws of the United States.
First Financial desires to enter into the Proposed Transaction
in order to acquire the assets and business of First Federal, which First
Financial intends to operate as branches of FF-Bank, and thereby expand its
market. Upon the consummation of the Holding Company Merger, each issued and
outstanding share of FFC-Acquisition common stock shall be automatically
converted into a right to receive a share of common stock of the Surviving
Corporation. In exchange for their shares of Company common stock, the
shareholders of Company shall receive shares of First Financial common stock,
and if applicable, cash in lieu of any fraction thereof, in each case as
specified at Section 1.03 of the Plan. Holders of Company common stock have no
dissenters' rights.
Immediately after the Holding Company Merger, FF-Bank and
First Federal shall enter into the Bank Merger. Upon the consummation of the
Bank Merger, each share of First Federal common stock shall be canceled. Each
share of FF-Bank common stock issued and outstanding immediately prior to the
Bank Merger shall remain issued and outstanding. Such FF-Bank common stock shall
constitute the only shares of capital stock of the surviving corporation of the
Bank Merger.
It is contemplated that, following the Bank Merger, First
Financial and Company will enter into the Subsidiary Merger. Upon the
consummation of the Subsidiary Merger, each share of Company common stock shall
be canceled. Each share of First Financial common stock issued and outstanding
immediately prior to the Subsidiary Merger shall remain issued and outstanding.
Such First Financial common stock shall constitute the only shares of capital
stock of the surviving corporation of the Subsidiary Merger.
Company and First Financial entered into a warrant agreement
dated October 26, 1994 (the "Warrant Agreement) pursuant to which Company
granted First Financial an unconditional, irrevocable warrant to purchase up to
475,246 shares of Company common stock at a price of $22.50 per share, subject
to adjustments provided in the Warrant Agreement (the "Warrant"). Company issued
the Warrant to First Financial as a condition and an inducement to First
Financial entering into the Plan. First Financial may exercise the Warrant only
after the occurrence of a Purchase Event and before the occurrence of an
Exercise Termination Event, as those terms are defined in the Warrant Agreement.
First Federal Savings Bank, F.S.B. Employee Stock Ownership
Plan and Trust ("ESOP") is the beneficial owner of 185,150 shares of common
stock of Company. This amount represents 7.75 percent of the total number of
shares of Company common stock outstanding on October 31, 1994. ESOP has
represented that it has no plan or intention to sell, exchange or otherwise
dispose of any shares of First Financial stock it receives in the Holding
Company Merger except to the extent that such sales, exchanges or dispositions
are required by the terms of the Plan or otherwise requested by law.
First Financial, and/or Company where appropriate, has made
the following additional representations and certifications in connection with
the Holding Company Merger and the Subsidiary Merger, the accuracy and
completeness of which we also have relied upon in rendering the opinion
hereinafter set forth:
(a) The fair market value of the First Financial stock
received by each Company shareholder pursuant to the Holding Company Merger will
be approximately equal to the fair market value of the Company common stock
surrendered in exchange therefor.
(b) To the best of the knowledge of the management of Company
and First Financial and the Board of Directors of Company and First Financial,
there is no plan or intention on the part of any shareholder of Company to sell,
exchange, or otherwise dispose of a number of shares of First Financial stock
received in the Holding Company Merger that would reduce the Company
shareholders' ownership of First Financial stock to a number of shares having a
value, as of the date of the Holding Company Merger, of less than fifty percent
(50 percent) of the value of all of the formerly outstanding stock of Company as
of the same date. For purposes of this representation, shares of Company stock
exchanged for cash in lieu of fractional shares of First Financial stock will be
treated as outstanding Company stock on the date of the Holding Company Merger.
Moreover, shares of Company stock and shares of First Financial stock held by
Company shareholders and otherwise sold, redeemed, or disposed of prior or
subsequent to the transaction will be considered in making this representation.
(c) First Financial will acquire at least ninety percent (90
percent) of the fair market value of the net assets and at least seventy percent
(70 percent) of the fair market value of the gross assets held by Company
immediately prior to the Holding Company Merger. For purposes of this
representation, amounts used by Company to pay its reorganization expenses and
all redemptions and distributions (except for regular, normal dividends) made by
Company immediately preceding the transfer will be included as assets of Company
held immediately prior to the transaction.
(d) First Financial has no plan or intention to reacquire any
of its stock issued in the Holding Company Merger.
(e) First Financial has no plan or intention to sell or
otherwise dispose of any of the assets of Company acquired in the Holding
Company Merger and Subsidiary Merger, except for dispositions made in the
ordinary course of business or transfers described in section 368(a)(2)(C) of
the Code.
(f) Company will distribute the stock, securities, and other
property it receives in the Holding Company Merger, and its other properties, in
pursuance of the plan of reorganization.
(g) The liabilities of Company assumed by First Financial and
the liabilities to which the transferred assets of Company are subject were
incurred by Company in the ordinary course of its business.
(h) Following the Holding Company Merger and Subsidiary
Merger, First Financial will continue the historic business of Company or use a
significant portion of Company's historic business assets in a business.
(i) First Financial, FFC-Acquisition, Company, and the
shareholders of Company will pay their respective expenses, if any, incurred in
connection with the Holding Company Merger and Subsidiary Merger.
(j) There is no intercorporate indebtedness existing among
First Financial, FFC-Acquisition and Company that was issued, acquired, or will
be settled at a discount.
(k) None of the parties to the Holding Company Merger or
Subsidiary Merger are investment companies as defined in section
368(a)(2)(F)(iii) of the Code.
(l) First Financial does not own, directly or indirectly, nor
has it owned during the past five years, directly or indirectly, any stock of
Company. First Financial does own the Warrant.
(m) The fair market value of the assets of Company received by
First Financial in the Holding Company Merger and Subsidiary Merger will equal
or exceed the sum of the liabilities assumed by First Financial, plus the amount
of liabilities, if any, to which the transferred assets are subject.
(n) Company is not under the jurisdiction of a court in a
Title 11 or similar case within the meaning of section 368(a)(3)(A) of the Code.
(o) The payment of cash in lieu of fractional shares of First
Financial stock is solely for the purpose of avoiding the expense and
inconvenience to First Financial of issuing fractional shares and does not
represent separately bargained-for consideration. The total cash consideration
that will be paid in the Holding Company Merger to the Company shareholders
instead of issuing fractional shares of First Financial stock will not exceed
one percent of the total consideration that will be issued in the Holding
Company Merger to the Company shareholders in exchange for their shares of
Company stock. The fractional share interests of each Company shareholder will
be aggregated, and no Company shareholder will receive cash in an amount equal
to or greater than the value of one full share of First Financial stock.
(p) None of the compensation received by any
shareholder-employees of Company will be separate consideration for, or
allocable to, any of their shares of Company stock; none of the shares of First
Financial stock received by any shareholder-employees will be separate
consideration for, or allocable to, any employment agreement; and the
compensation paid to any shareholder-employees will be for services actually
rendered and will be commensurate with amounts paid to third parties bargaining
at arm's length for similar services.
First Financial, and/or the Company where appropriate, has
made the following additional representations and certifications in connection
with the Bank Merger, the accuracy and completeness of which we also have relied
upon in rendering the opinion hereinafter set forth:
(aa) First Financial has no plan or intention to liquidate
FF-Bank; to merge FF-Bank with and into another corporation; to sell, exchange
or otherwise dispose of the stock of FF-Bank; or to cause FF-Bank to sell or
otherwise dispose of any of the assets of First Federal acquired in the
transaction, except for dispositions made in the ordinary course of business or
transfers described in section 368(a)(2)(C) of the Code.
(bb) The liabilities of First Federal assumed by FF-Bank and
the liabilities to which the transferred assets of First Federal are subject
were incurred by First Federal in the ordinary course of its business.
(cc) Following the transaction, FF-Bank will continue the
historic business of First Federal or use a significant portion of First
Federal's business assets in a business.
(dd) FF-Bank and First Federal, and their shareholders will
pay their respective expenses, if any, incurred in connection with the
transaction.
(ee) There is no intercorporate indebtedness existing between
FF-Bank and First Federal that was issued, acquired, or will be settled at a
discount.
(ff) Neither party in the transaction is an investment company
as defined in section 368(a)(2)(F)(iii) of the Code.
(gg) First Federal is not under the jurisdiction of a court in
a Title 11 or similar case within the meaning of section 368(a)(3)(A) of the
Code.
(hh) The fair market value of the assets of First Federal
transferred to FF-Bank will equal or exceed the sum of the liabilities assumed
by FF-Bank, plus the amount of liabilities, if any, to which the transferred
assets are subject.
(ii) The sum of the fair market values of the First Federal
stock and FF-Bank stock held by First Financial and Company immediately before
the Bank Merger will be approximately equal to the fair market value of the
FF-Bank stock held by First Financial immediately after the Bank Merger.
(jj) No stock of FF-Bank will be issued in the Bank Merger.
Opinion - Federal Income Tax Consequences
Based upon and subject to the foregoing, it is our opinion
that for federal income tax purposes the following will result:
(1) For federal income tax purposes, the Holding Company
Merger and Subsidiary Merger will be considered either a merger of Company into
First Financial or an acquisition by First Financial, in exchange for its voting
common stock, of substantially all of the assets of Company. (Rev. Rul. 67-274,
1967-2 C.B. 141 and Rev. Rul. 72-405, 1972-2 C.B. 217).
(2) The Holding Company Merger and the Subsidiary Merger will
constitute a reorganization within the meaning of section 368(a)(1)(A) or
368(a)(1)(C) of the Code. For purposes of this opinion, "substantially all"
means at least 90 percent of the fair market value of the net assets and at
least 70 percent of the fair market value of the gross assets of Company. First
Financial and Company will each be a "party to a reorganization" within the
meaning of section 368(b) of the Code.
(3) No gain or loss will be recognized by Company on the
transfer of substantially all of its assets and the assumption of Company's
liabilities by First Financial (sections 357(a) and 361(b)).
(4) No gain or loss will be recognized by First Financial on
the receipt of the assets of Company in exchange for First Financial voting
common stock (section 1032(a)).
(5) The basis of the assets of Company in the hands of First
Financial will be the same as the basis of such assets in the hands of Company
immediately prior to the exchange (section 362(b)).
(6) The holding period of the assets of Company in the hands
of First Financial will include the holding period during which such assets were
held by Company (section 1223(2)).
(7) No gain or loss will be recognized by Company upon the
distribution to its shareholders of the First Financial common stock pursuant to
the plan of reorganization (section 361(c)).
(8) Except as provided in (11) below, no gain or loss will be
recognized by the shareholders of Company upon the receipt of First Financial
voting common stock solely in exchange for their shares of Company common stock
(section 354(a)(1)).
(9) The basis of First Financial voting common stock
(including any fractional share interest to which they may be entitled) received
by the shareholders of Company will be the same as the basis of the Company
common stock surrendered in exchange therefor (section 358(a)(1).
(10) The holding period of the First Financial voting common
stock (including any fractional share interest to which they may be entitled)
received by the shareholders of Company in the exchange will include the holding
period of the Company common stock surrendered in exchange therefor, provided
the Company common stock was held as a capital asset by the shareholders of
Company on the date of the exchange (section 1223(1)).
(11) The payment of cash in lieu of fractional share interests
of First Financial voting common stock will be treated as if the fractional
shares were distributed as part of the exchange and then were redeemed by First
Financial. These cash payments will be treated as having been received as
distributions in full payment in exchange for the stock redeemed as provided in
section 302(a) of the Code (Rev. Rul. 66-365, 1966-2 C.B. 116 and Rev. Proc.
77-41, 1977-2 C.B. 574).
(12) For federal income tax purposes, provided that the merger
of First Federal with and into FF-Bank qualifies as a statutory merger under
applicable United States law, the merger will constitute a reorganization within
the meaning of section 368(a)(1)(A) of the Code. First Federal and FF-Bank will
each be "a party to a reorganization" within the meaning of section 368(b) of
the Code.
(13) First Federal will recognize no gain or loss upon the
transfer of its assets to FF-Bank solely in constructive exchange for FF-Bank
stock and FF-Bank's assumption of the First Federal liabilities (sections 357(a)
and 361(a)).
(14) FF-Bank will recognize no gain or loss on its receipt of
the assets of First Federal in constructive exchange for FF-Bank stock (section
1032(a)).
(15) FF-Bank's basis of the First Federal assets received in
the merger will equal the basis of such assets in the hands of First Federal
immediately prior to the merger (section 362(b)).
(16) FF-Bank's holding period of the First Federal assets
received in the merger will include the period during which such assets were
held by First Federal immediately prior to the merger (section 1223(2)).
(17) First Financial will recognize no gain or loss on its
constructive exchange of shares of First Federal stock for FF-Bank stock
(section 354(a)).
(18) First Financial's basis in the FF-Bank stock held
immediately after the merger will equal the sum of the basis of such stock
immediately prior to the merger plus the basis in the hands of Company of the
First Federal stock canceled in the merger (section 358(a)(1)).
Our opinion set forth above is based upon the description of
the proposed transaction found in the section captioned "The Proposed
Transaction." If the actual facts relating to any aspect of the transaction
differ from this description in any material respect, our opinion may become
inapplicable. Further, our opinion is based upon the Code, the Income Tax
Regulations, interpretations made by the Internal Revenue Service, and judicial
precedents as of the date hereof. If there is any change in the applicable law
as reflected in these sources, our opinion may become inapplicable.
Sincerely yours,
/s/ Hogan & Hartson L.L.P.
Hogan & Hartson L.L.P.