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SEC FILE NUMBER
0-12499
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CUSIP NUMBER
32020N-10-8
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form l0-K [ ]Form 20-F [ ]Form 11-K [ ]Form l0-Q
[ ]Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2003
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I--REGISTRANT INFORMATION
First Financial Bancorp
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Full Name of Registrant
N/A
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Former Name if Applicable
701 South Ham Lane
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Address of Principal Executive Office (Street and Number)
Lodi, California 95242-3537
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City, State and Zip Code
PART II--RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
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(a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
|X| thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof, will be filed on or
before the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III--NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,, N-SAR,
N-CSR, or the transition report a portion or portion thereof, could not be filed
within the prescribed time period. (Attach extra Sheets if Needed)
Several days prior to the filing deadline for the registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 2003, the registrant became
aware of an impending lawsuit that certain shareholders had expressed their
intent to file. The lawsuit would allege various charges of breach of fiduciary
duty and corporate mismanagement and request damages of at least $10,000,000.
The registrant requires additional time to evaluate the allegations in this
proposed action with the assistance of its legal advisors to determine the
appropriate disclosure which should be made in the relevant items of Form 10-K.
In addition, the registrant requires additional time to review with its
independent accountants whether the proposed action will have any impact on the
financial statements and footnotes thereto to be included in the annual report.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Allen R. Christenson 209 367-2054
- ----------------------- -------------- --------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The response to Part IV is incorporated by reference to Items 7 and 9 of the
Registrant's Current Report on Form 8-K dated March 5, 2004 and to the response
under Part III of this notification.
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First Financial Bancorp
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 29, 2004 By: /s/ Allen R. Christenson
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Allen R. Christenson
Senior Vice President and
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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International misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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