1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

--------

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the fiscal year ended December 31, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF
1934
Commission File Number 0-12379

FIRST FINANCIAL BANCORP.
(Exact name of registrant as specified in its charter)

--------

Ohio 31-1042001
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

300 High Street 45011
Hamilton, Ohio (Zip Code)
(Address of principal executive offices)

Registrant's telephone number, including area code: (513) 867-4700

--------

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, no par value

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to be file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
---- ----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (subpart 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.[ ]

As of February 18, 2000, there were issued and outstanding 46,789,754 shares
of Registrant's Common Stock. The aggregate market value of the voting stock
held by non-affiliates of the Registrant computed by reference to the sales
price of the last trade of such stock as of February 18, 2000, was $865,610,000.
(The exclusion from such amount of the market value of the shares owned by any
person shall not be deemed an admission by the Registrant that such person is an
affiliate of the Registrant.)

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the registrant's Annual Report to Shareholders for the year ended
December 31, 1999 are incorporated by reference into Parts I, II and IV.

Portions of the proxy statement dated March 21, 2000 for the annual meeting
of shareholders to be held April 25, 2000 are incorporated by reference into
Part III.

FORM 10-K CROSS REFERENCE INDEX

Page
----

PART I Item 1 Business F-1
Item 2 Properties F-5
Item 3 Legal Proceedings F-6
Item 4 Submission of Matters to a Vote of Security Holders
(during the fourth quarter of 1999) F-6
Additional Item - Executive Officers F-6

- ----------------------------------------------------------------------------------------------------------------------------

PART II Item 5 Market for the Registrant's Common Equity and Related
Shareholder Matters F-8
Item 6 Selected Financial Data F-8
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations F-8
Item 7a Quantitative and Qualitative Disclosures about
Market Risk F-9
Item 8 Financial Statements and Supplementary Data F-9
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure F-9

- ----------------------------------------------------------------------------------------------------------------------------

PART III Item 10 Directors and Executive Officers of the Registrant F-10
Item 11 Executive Compensation F-10
Item 12 Security Ownership of Certain Beneficial Owners and
Management F-10
Item 13 Certain Relationships and Related Transactions F-10

- ----------------------------------------------------------------------------------------------------------------------------

PART IV Item 14 Exhibits, Financial Statement Schedules, and Reports
on Form 8-K F-11

- ----------------------------------------------------------------------------------------------------------------------------

SIGNATURES F-14

F-1

PART I
ITEM 1. BUSINESS.
FIRST FINANCIAL BANCORP.
First Financial Bancorp., an Ohio corporation (Bancorp), is a bank and savings
and loan holding company that engages in the business of commercial banking, and
other permissible activities closely related to banking, through seventeen
wholly owned subsidiary institutions: First National Bank of Southwestern Ohio
(First Southwestern), Bright National Bank (Bright National), and National Bank
of Hastings (Hastings), all national banking associations, Community First Bank
& Trust (Community First), The Clyde Savings Bank Company (Clyde), both Ohio
banking corporations, Indiana Lawrence Bank (Indiana Lawrence), Citizens First
State Bank (Citizens First), Union Bank & Trust Company (Union Bank), Peoples
Bank and Trust Company (Peoples Bank), Farmers State Bank (Farmers), Vevay
Deposit Bank (Vevay), and Sand Ridge Bank (Sand Ridge), all Indiana banking
corporations, Hebron Deposit Bank (Hebron), a Kentucky banking corporation,
Fidelity Federal Savings Bank (Fidelity Federal), and Home Federal Bank, a
Federal Savings Bank (Home Federal), both federal savings banks. First Finance
Mortgage Company of Southwestern Ohio (First Finance) is Bancorp's only finance
company and First Financial Bancorp Service Corporation (Service Corporation) is
Bancorp's operations subsidiary. Bancorp provides management and similar
services for its subsidiary financial institutions. Since it does not itself
conduct any operating businesses, Bancorp must depend largely upon its seventeen
subsidiaries for funds with which to pay the expenses of its operation and, to
the extent applicable, any dividends on its outstanding shares of stock. For
further information see Note 6 of the Notes to Consolidated Financial Statements
appearing on page 19 of Bancorp's Annual Report to Shareholders, which is
incorporated by reference in response to this item.

Bancorp was formed in 1982 for the purpose of becoming the parent holding
company of First Southwestern. For additional information, please see
"Subsidiaries" on pages F-2 and F-3.

Bancorp is registered as a bank holding company under the Bank Holding Company
Act of 1956, as amended. Bancorp is also a savings and loan holding company
under the savings and loan holding company provisions of the Home Owners' Loan
Act of 1933, as amended by the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989 (FIRREA). As such, Bancorp is subject to strict
regulation regarding the acquisition of additional financial institutions and
the conduct, through subsidiaries, of non-banking activities. The recent passage
of the Gramm-Leach-Bliley Act of 1999, however, has created new opportunities
for Bancorp by lifting some of the long-standing prohibitions against certain
non-banking activities (see "Regulation" on page F-3).

Bancorp faces strong competition from both financial institutions and other
non-financial organizations. Its competitors include local and regional
financial institutions, savings and loans, and bank holding companies, as well
as some of the largest banking organizations in the United States. In addition,
other types of financial institutions, such as credit unions, also offer a wide
range of loan and deposit services that are directly competitive with those
offered by Bancorp's subsidiaries. The consumer is also served by brokerage
firms and mutual funds that provide checking services, credit cards, and other
services similar to those offered by Bancorp's subsidiaries. Major stores
compete for loans by offering credit cards and retail installment contracts. It
is anticipated that competition from entities other than financial institutions
will continue to grow.

4
F-2

The range of banking services provided by Bancorp's subsidiaries to their
customers includes commercial lending, real estate lending, consumer credit,
credit card, and other personal loan financing. First Southwestern, Community
First, Indiana Lawrence, Union Bank, Clyde, and Bright National also offer lease
financing. In addition, Bancorp's financial institutions offer deposit services
that include interest-bearing and noninterest-bearing deposit accounts and time
deposits. Most subsidiaries provide safe deposit facilities. A full range of
trust and asset management services is provided by Bancorp's subsidiaries,
excluding the savings banks, the finance company and the service corporation.
Each subsidiary retains its local identity and operates under the direction of
its own board of directors and officers.

Bancorp and its subsidiaries operate in one business segment--the financial
institutions industry. Foreign transactions are nominal. Information regarding
statistical disclosure required by Industry Guide 3 is included in Bancorp's
Annual Report to Shareholders for the year ended December 31, 1999, and is
incorporated herein by reference.

At December 31, 1999, Bancorp and its subsidiaries employed 1,871 employees.

Bancorp's executive office is located at 300 High Street, Hamilton, Ohio 45011,
and its telephone number is (513) 867-4700.

SUBSIDIARIES
The following table lists each of Bancorp's subsidiaries, their acquisition
dates, the number of offices that each subsidiary has, total deposits, and the
number of ATMs owned by each subsidiary:

Deposits
Acquisition 12/31/99 Number of Number of
Subsidiary/Location Date ($ in 000) Offices ATMs
------------------- ---------- ---------- -------- ----

First Southwestern/
Hamilton, Ohio 04/26/83 $853,955 30 33
Community First/
Celina/Van Wert, Ohio 04/29/83 589,944 24 14
Indiana Lawrence/
North Manchester, Indiana 09/01/89 126,923 8 3
Fidelity Federal/
Marion, Indiana 09/21/90 82,176 3 1
Citizens First/
Hartford City, Indiana 10/01/90 82,306 6 4
Home Federal/
Hamilton, Ohio 10/01/91 257,554 7 6
Union Bank/
North Vernon, Indiana 01/04/93 83,599 3 4
Clyde/
Clyde, Ohio 06/01/94 73,377 2 2
Peoples Bank/
Sunman, Indiana 07/16/95 46,588 2 3
Bright National/
Flora, Indiana 10/01/95 127,406 7 6
First Finance/
Fairfield, Ohio 05/08/96 N/A 3 N/A
Farmers/
Liberty, Indiana 12/01/96 50,207 5 1

F-3

Deposits
Acquisition 12/31/99 Number of Number of
Subsidiary/Location Date ($ in 000) Offices ATMs
------------------- ----------- ---------- --------- -------

Hastings/
Hastings, Michigan 01/01/97 48,624 2 3
Vevay/
Vevay, Indiana 06/01/97 44,322 4 2
Sand Ridge/
Highland, Indiana 06/01/99 454,174 5 18
Hebron/
Hebron, Kentucky 06/01/99 90,165 3 4
Service Corporation/
Middletown, Ohio 06/01/99 N/A 1 0

Community First was formed on November 1, 1997 as a result of the merger of two
of Bancorp's affiliates, the Citizens Commercial Bank & Trust Company and Van
Wert National Bank. On December 8, 1997, Community First purchased the assets
and assumed the liabilities of eleven branches of KeyBank National Association.
The purchase of The Union State Bank, completed on April 1, 1998, resulted in
the addition of another branch and $53 million in deposits for Community First.
On June 30, 1999, Union Trust Bank, a wholly owned subsidiary of Bancorp, merged
into Community First.

In April 1996, Bancorp acquired Farmers & Merchants Bank of Rochester,
Rochester, Indiana (F&M). Upon completion of the merger F&M was merged with
Indiana Lawrence.

In November 1995, Home Federal combined operations with Fayette Federal,
resulting in Fayette Federal operating as a division of Home Federal.

Regulation
- ----------
First Southwestern, Bright National and Hastings, as national banking
associations, are subject to supervision and regular examination by the
Comptroller of the Currency. Community First and Clyde, as Ohio state chartered
banks, are subject to supervision and regular examination by the Superintendent
of Banks of the State of Ohio. First Southwestern, Community First, Clyde,
Peoples Bank, Bright National, and Hastings are members of the Federal Reserve
System and, as such, are subject to the applicable provisions of the Federal
Reserve Act. Community First is also subject to regular examination by the
Federal Reserve System. Indiana Lawrence, Citizens First, Union Bank, Peoples
Bank, Farmers, Vevay, and Sand Ridge, as Indiana state chartered banks, are
subject to supervision and regular examination by the Indiana Department of
Financial Institutions. Hebron is subject to supervision and regular examination
by the Kentucky Department of Financial Institutions. Fidelity Federal and Home
Federal, as federal savings banks, are subject to supervision and regular
examination by the Office of Thrift Supervision. Since Fidelity Federal is
located in Indiana, it is also subject to examination by the Indiana Department
of Financial Institutions. First Finance is subject to supervision and regular
examinations by the State of Ohio Division of Consumer Finance. All depository
institutions are insured by the Federal Deposit Insurance Corporation and are
subject to the provisions of the Federal Deposit Insurance Act.

To the extent that the following information consists of summaries of certain
statutes or regulations, it is qualified in its entirety by reference to the
statutory or regulatory provisions described.

6
F-4

Bancorp is subject to the provisions of the Bank Holding Company Act of 1956, as
amended (the Act), which requires a bank holding company to register under the
Act and to be subject to supervision and examination by the Board of Governors
of the Federal Reserve System. As a bank holding company, Bancorp is required to
file with the Board of Governors an annual report and such additional
information as the Board of Governors may require pursuant to the Act. The Act
requires prior approval by the Board of Governors of the acquisition by a bank
holding company, or any subsidiary thereof, of 5% or more of the voting stock or
substantially all the assets of any bank within the United States. Prior to the
passage of FIRREA, it was not possible for bank holding companies, such as
Bancorp, to acquire "healthy" thrift institutions. Although such acquisitions
are now authorized, mergers between bank holding companies and thrift
institutions must be approved by the Federal Reserve Board and the Office of
Thrift Supervision. When a bank holding company acquires a thrift institution,
it is then considered a savings and loan holding company which subjects the bank
holding company to regulation and examination by the Office of Thrift
Supervision. As a bank holding company located in the State of Ohio, Bancorp is
not permitted to acquire a bank or other financial institution located in
another state unless such acquisition is specifically authorized by the statutes
of such state, as is the case in Indiana, Michigan, and Kentucky. The Act
further provides that the Board of Governors shall not approve any such
acquisition that would result in a monopoly or would be in furtherance of any
combination or conspiracy to monopolize or attempt to monopolize the business of
banking in any part of the United States, or the effect of which may be to
substantially lessen competition or to create a monopoly in any section of the
country, or that in any other manner would be in restraint of trade, unless the
anti-competitive effects of the proposed transaction are clearly outweighed in
the public interest by the probable effect of the transaction in meeting the
convenience and needs of the community to be served.

The Act and the regulations of the Board of Governors prohibit a bank holding
company and its subsidiaries from engaging in certain tie-in arrangements in
connection with any extension of credit, lease or sale of property, or
furnishing of services. The Act also imposes certain restrictions upon dealings
by affiliated banks with the holding company and among themselves, including
restrictions on interbank borrowing and upon dealings in respect to the
securities or obligations of the holding company or other affiliates.

The Act was recently amended by the Gramm-Leach-Bliley Act of 1999 (the Gramm
Act), which was enacted on November 12, 1999. The Gramm Act also repealed
portions of the Glass-Steagall Act, a piece of depression-era legislation
intended to separate banking and commerce. Under the Gramm Act, bank holding
companies that satisfy certain requirements may elect to become financial
holding companies. The Gramm Act allows financial holding companies to engage in
certain financial activities that are not permitted for bank holding companies.
The Gramm Act provides a list of activities that are "financial in nature" and
therefore permitted for financial holding companies. The list includes: lending,
investing or safeguarding money or securities; underwriting insurance or
annuities, or acting as an insurance or annuity principal, agent or broker;
providing financial or investment advice; issuing or selling interests in pools
of assets that a bank could hold; underwriting, dealing or making markets in
securities; and, subject to certain conditions, merchant banking or insurance
portfolio investing. The Board of Governors has the authority to determine that
other activities are permitted for financial holding companies, if those
activities satisfy certain criteria.

On March 13, 2000, Bancorp filed an election with the Board of Governors to
become a financial holding company in order to take advantage of the expanded
activities available to financial holding companies. The election will become
effective on April 13, 2000, unless the Board of Governors notifies Bancorp
prior to that time that the election is ineffective. The Board of Governors may
notify

7
F-5

Bancorp prior to April 13th that the election is effective. Bancorp anticipates
that its election will become effective.

The Gramm Act establishes the concept of functional regulation for bank holding
companies and financial holding companies, which means that the authority to
regulate will be determined by the nature of the activity involved. Bank holding
companies, financial holding companies and their subsidiaries will be supervised
by the regulatory agency that has traditionally regulated the particular
activity in question, while the Board of Governors will serve as an "umbrella
supervisor." Upon becoming a financial holding company, Bancorp and its
affiliates will continue to be supervised by the various regulatory agencies as
described above. However, if Bancorp expands its activities into new areas,
those activities may be subject to the supervision of regulatory agencies that
have not previously supervised Bancorp's activities.

The earnings of banks, and therefore the earnings of Bancorp (and its
subsidiaries), are affected by the policies of regulatory authorities, including
the Board of Governors of the Federal Reserve System. An important function of
the Federal Reserve Board is to regulate the national supply of bank credit in
an effort to prevent recession and to restrain inflation. Among the procedures
used to implement these objectives are open market operations in U.S. Government
securities, changes in the discount rate on member bank borrowings, and changes
in reserve requirements against member bank deposits.

These procedures are used in varying combinations to influence overall growth
and distribution of bank loans, investments and deposits, and their use also may
affect interest rates charged on loans or paid for deposits.

Monetary policies of the Federal Reserve Board have had a significant effect on
the operating results of commercial banks in the past and are expected to
continue to do so in the future. The effect, if any, of such policies upon the
future business and earnings of Bancorp cannot accurately be predicted.

Bancorp makes no attempt to predict the effect on its revenues and earnings of
changes in general economic, industrial, and international conditions or in
legislation and governmental regulations.

YEAR 2000
The information contained on page 5 of the Management's Discussion and Analysis
of Financial Condition and Results of Operations (Management's Discussion and
Analysis) section of Bancorp's Annual Report to Shareholders for the year ended
December 31, 1999 is incorporated herein by reference in response to this item.

ITEM 2. PROPERTIES.
The registrant and its subsidiaries operate from 61 offices in Ohio, including
Bancorp's executive office in Hamilton, Ohio, 42 offices in Indiana, three in
Kentucky and two in Michigan. Thirty of the offices are located in Butler
County, Ohio, of which four branches are built on leased land and there are
seven branches wherein the land and building are leased. Excess space in three
facilities is leased to third parties. Three offices are located in Warren
County, Ohio of which one is leased. Nine offices are located in Mercer County,
Ohio, six in Van Wert County, Ohio, two in Preble County, Ohio, three in
Hamilton County, Ohio, two in Sandusky County, Ohio, two in Paulding County,
Ohio, one in Allen County, Ohio, three in Auglaize County, Ohio, and one in
Williams County, Ohio. Five offices are located in Wabash County, Indiana, of
which one office is built on leased land with a

8
F-6

purchase option on the land. Five offices are in Lake County, Indiana of which
two are leased. Three offices are in Randolph County, Indiana, three in Grant
County, Indiana, one in Jay County, Indiana, four in Blackford County, Indiana,
one in Fayette County, Indiana, one in Franklin County, Indiana, two in Jennings
County, Indiana, four in Carroll County, Indiana, two in Tippecanoe County,
Indiana, three in Fulton, County, Indiana, two in Union County, Indiana, three
in Rush County, Indiana, one in Clinton County, Indiana, one in Ripley County,
Indiana, one in Dearborn County, Indiana, and four in Switzerland, County,
Indiana. One office is located in Delaware County, Indiana, of which both the
land and building are leased. One office is located in Barry County, Michigan
and one in Allegan County, Michigan. Three offices are located in Boone County,
Kentucky. All leases are comparable to other leases in the respective market
areas and do not contain provisions detrimental to the registrant or its
subsidiaries.

ITEM 3. LEGAL PROCEEDINGS.
Except for routine litigation incident to their business, the registrant and its
subsidiaries are not a party to any material pending legal proceedings and none
of their property is the subject of any such proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to the shareholders during the fourth quarter of 1999.

ADDITIONAL ITEM - EXECUTIVE OFFICERS.
Shown in the table below are the Executive Officers of Bancorp as of December
31, 1999. The Executive Officers will serve until the first meeting of the Board
of Directors following the next annual meeting of shareholders, scheduled to be
held on April 25, 2000, or until their successors are elected and duly
qualified. All Executive Officers are chosen by the Board of Directors by a
majority vote.

Name Age Position
- --------------------- ---- ------------------------------------------------

Stanley N. Pontius 53 President and Chief Executive Officer, Director

Mark W. Immelt 54 Senior Vice President, Trust Services

Brian D. Moriarty 57 Senior Vice President, Human Resources

Michael R. O'Dell 48 Senior Vice President, Chief Financial Officer
and Secretary

Michael T. Riley 49 Senior Vice President, Consumer Banking and
Operations

C. Douglas Lefferson 35 First Vice President, Comptroller

The following is a brief description of the business experience over the past
five years of the individuals named above.

Stanley N. Pontius became Chief Executive Officer of Bancorp in July 1992. Upon
joining Bancorp in March 1991, he assumed the responsibilities of President and
Chief Operating Officer, as well as a director. He served as Chief Operating
Officer until July 1992. Also in March 1991, he became President, Chief
Executive Officer, and a director of First Southwestern. Effective July 1, 1997,
Mr.

9
F-7

Pontius was promoted to Chairman of the Board of First Southwestern and retained
the position of Chief Executive Officer until November 24, 1998.

Mark W. Immelt became Senior Vice President of Bancorp Trust Services on July 1,
1997. Mr. Immelt joined First Southwestern in December 1996 as Senior Vice
President and Senior Trust Officer. In December 1999, he was promoted to
President and Chief Executive Officer of First Southwestern. Before joining
First Southwestern, he spent 28 years managing personal trust, corporate trust,
employee benefit programs and private banking programs in the Northern Indiana
and Northeast Ohio area.

Brian D. Moriarty became Senior Vice President of Bancorp, responsible for the
human resources function, on January 12, 1996. Mr. Moriarty also became Senior
Vice President of First Southwestern in January 1996, where he had been First
Vice President since 1991.

Michael R. O'Dell became Senior Vice President, Chief Financial Officer and
Secretary of Bancorp on January 12, 1996. He had served as Bancorp's Comptroller
since December 1994. Mr. O'Dell had served as Senior Vice President and Chief
Financial Officer of First Southwestern from January 1996 to July 1997, and as
First Vice President and Comptroller of First Southwestern from 1991 to January
1996.

Michael T. Riley became Senior Vice President of Bancorp, responsible for
marketing, data processing, operations and public relations, on January 12,
1996. Mr. Riley became President and Chief Executive Officer of First Financial
Bancorp Service Corporation on May 24, 1999. Mr. Riley had served as Senior Vice
President of First Southwestern from January 1996 to May 1999, and First Vice
President of Consumer Banking for First Southwestern since 1989.

C. Douglas Lefferson became First Vice President and Comptroller of Bancorp
effective November 25, 1998. He had served as Vice President and Chief Financial
Officer of First Southwestern since July 1997. Mr. Lefferson previously held the
title of Vice President and Comptroller of First Southwestern since December
1995 and Assistant Vice President and Assistant Comptroller since 1993.

10
F-8

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS.
Bancorp had 4,747 common stock shareholders of record as of February 18, 2000.
Bancorp's common equity is listed with the National Association of Securities
Dealers, Inc. (NASDAQ) and is traded on The NASDAQ Stock Market. The information
contained on page 31 of the Notes to Consolidated Financial Statements in
Bancorp's Annual Report to Shareholders for the year ended December 31, 1999 is
incorporated herein by reference in response to this item.

ITEM 6. SELECTED FINANCIAL DATA.
The information contained in Table 1 on page 2 of the Management's Discussion
and Analysis section of Bancorp's Annual Report to Shareholders for the year
ended December 31, 1999 is incorporated herein by reference in response to this
item.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information contained in the Management's Discussion and Analysis section,
(pages 1 through 31) of Bancorp's Annual Report to Shareholders for the year
ended December 31, 1999 is incorporated herein by reference in response to this
item.

DIVIDEND PAYOUT RATIO
The dividend payout ratios for 1999, 1998 and 1997 were 50.8%, 42.1%, and 43.3%,
respectively.

FORWARD LOOKING STATEMENTS
Certain statements contained in this Annual Report on Form 10-K which are not
statements of historical fact constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act (the "Act"). In
addition, certain statements in future filings by Bancorp with the Securities
and Exchange Commission, in press releases, and in oral and written statements
made by or with the approval of Bancorp which are not statements of historical
fact constitute forward-looking statements within the meaning of the Act.
Examples of forward-looking statements include, but are not limited to,
projections of revenues; income or loss; earnings or loss per share; the payment
or non-payment of dividends; capital structure and other financial items,
statements of plans and objectives of Bancorp or its management or Board of
Directors; and statements of future economic performance and statements of
assumptions underlying such statements. Words such as "believes," "anticipates,"
"intends," and other similar expressions are intended to identify
forward-looking statements but are not the exclusive means of identifying such
statements.

Forward-looking statements involve risks and uncertainties which may cause
actual results to differ materially from those in such statements. Factors that
could cause actual results to differ from those discussed in the forward-looking
statements include, but are not limited to, the strength of the local economies
in which operations are conducted; the effects of and changes in policies and
laws of regulatory agencies; inflation, interest rates, market and monetary
fluctuations; technological changes; mergers and acquisitions; the ability to
increase market share and control expenses; the effect of changes in accounting
policies and practices that may be adopted by the regulatory agencies as well as
the Financial Accounting Standards Board and the Securities and Exchange
Commission; the costs and effects of litigation and of unexpected or adverse
outcomes in such litigation; the ability to achieve satisfactory results
regarding the Year 2000 issue; and the success of Bancorp at managing the risks
involved in the foregoing.
11
F-9

Such forward-looking statements are meaningful only on the date when such
statements are made and Bancorp undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which such a statement is made to reflect the occurrence of unanticipated
events.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The information contained on pages 10 and 11 of the Management's Discussion and
Analysis section of Bancorp's Annual Report to Shareholders for the year ended
December 31, 1999 is incorporated herein by reference in response to this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated financial statements and report of independent auditors
included on pages 13 through 30 of the Consolidated Financial Statements and the
Notes to Consolidated Financial Statements in Bancorp's Annual Report to
Shareholders for the year ended December 31, 1999 are incorporated herein by
reference.

The Quarterly Financial and Common Stock Data on page 31 of the Notes to
Consolidated Financial Statements in Bancorp's Annual Report to Shareholders for
the year ended December 31, 1999 is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
No disagreements with accountants on any accounting or financial disclosure
occurred during the periods covered by this report.
12
F-10

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information called for by Item 10 is contained under "Shareholdings of
Directors, Executive Officers, and Nominees for Director" on pages 2 through 4
of Bancorp's Proxy Statement, dated March 21, 2000 with respect to the Annual
Meeting of Shareholders to be held on April 25, 2000, which was filed pursuant
to Regulation 14A of the Securities Exchange Act of 1934 and which is
incorporated herein by reference in response to this item.

Reference is also made to "Additional Item - Executive Officers" included in
Part I of this Form 10-K in partial response to Item 10.

ITEM 11. EXECUTIVE COMPENSATION.
The information appearing under "Meetings of the Board of Directors and
Committees of the Board" on page 5, "Executive Compensation" on pages 6 through
11, and under "Compensation Committee Report" on pages 13 and 14 of Bancorp's
Proxy Statement dated March 21, 2000 is incorporated herein by reference in
response to this item.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information appearing under "Shareholdings of Directors, Executive Officers,
and Nominees for Director" on pages 2 through 4 of Bancorp's Proxy Statement
dated March 21, 2000 is incorporated herein by reference in response to this
item.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information appearing in Note 17 of the Notes to Consolidated Financial
Statements included on page 26 of Bancorp's Annual Report to Shareholders is
incorporated herein by reference in response to this item.
13
F-11

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) Documents filed as a part of the Report: Page*
-----

(1) Report of Ernst & Young LLP, Independent Auditors ...................................... 30

Consolidated Balance Sheets as of December 31, 1999 and 1998............................. 13

Consolidated Statements of Earnings for year ended
December 31, 1999, 1998, and 1997 ...................................................... 14

Consolidated Statements of Cash Flows for year ended
December 31, 1999, 1998, and 1997 ...................................................... 15

Consolidated Statements of Changes in Shareholders' Equity
for year ended December 31, 1999, 1998, and 1997 ....................................... 16

Notes to Consolidated Financial Statements............................................... 17

(2) Financial Statement Schedules:

Schedules to the consolidated financial statements required by
Regulation S-X are not required under the related instructions, or
are inapplicable, and therefore
have been omitted ....................................................................... N/A

- --------------------------------------------------------------------------------
*The page numbers indicated refer to pages of the registrant's Annual Report to
Shareholders for the fiscal year ended December 31, 1999 which are incorporated
herein by reference.

14
F-12

(3) Exhibits:

Exhibit
Number
------

3.1 Articles of Incorporation, as amended as of April 27, 1999 and incorporated herein by
reference to Form 10-Q for the quarter ended June 30, 1999.

3.2 Amended and Restated Regulations, as of April 22, 1997 and incorporated herein by reference to
Form10-K for year ended December 31, 1997. File No. 000-12379.

4.1 Rights Agreement between First Financial Bancorp and First National Bank of Southwestern Ohio
dated as of November 23, 1993 and incorporated herein by reference to Form 10-K for year ended
December 31, 1998. File No. 000-12379.

4.2 First Amendment to Rights Agreement dated as of May 1, 1998 and incorporated herein by reference
to Form 10-Q for the quarter ended March 31, 1998.

10.1 First Financial Bancorp. 1991 Stock Incentive Plan, dated September 24, 1991 and incorporated
herein by reference to a Registration Statement on Form S-8, Registration No. 33-46819.

10.2 Agreement between Stanley N. Pontius and First Financial Bancorp dated January 27, 1998 and
incorporated herein by reference to Form10-K for year ended December 31, 1997. File No. 000-12379.

10.3 Agreement between Rick L. Blossom and First Financial Bancorp dated January 27, 1998 and incorporated
herein by reference to Form10-K for year ended December 31, 1997. File No. 000-12379.

10.4 Agreement between Michael R. O'Dell and First Financial Bancorp dated January 27, 1998 and incorporated
herein by reference to Form10-K for year ended December 31, 1997. File No. 000-12379.

10.5 Agreement between Mark W. Immelt and First Financial Bancorp dated January 27, 1998 and incorporated
herein by reference to Form10-K for year ended December 31, 1997. File No. 000-12379.

10.6 Agreement between Michael T. Riley and First Financial Bancorp dated January 27, 1998 and incorporated
herein by reference to Form10-K for year ended December 31, 1997. File No. 000-12379.

10.7 Agreement between Brian D. Moriarty and First Financial Bancorp dated January 27, 1998.

10.8 First Financial Bancorp. Dividend Reinvestment and Share Purchase Plan, Dated April 24, 1997 and
incorporated herein by reference to a Registration Statement on Form S-3, Registration No.
333-25745.

15
F-13

10.9 First Financial Bancorp. 1999 Stock Incentive Plan for Officers and Employees, dated April 27,
1999 and incorporated herein by reference to a Registration Statement on Form S-8, Registration
No. 333-86781.

10.10 First Financial Bancorp. 1999 Stock Incentive Plan for Non-Employee Directors, dated April 27,
1999 and incorporated herein by reference to a Registration Statement on Form S-8, Registration
No. 333-86781.

10.11 First Financial Bancorp. Director Fee Stock Plan dated May 25, 1999.

13 Registrant's annual report to security holders for the year ended December 31, 1999.

21 First Financial Bancorp. Subsidiaries.

23 Consent of Ernst & Young LLP, Independent Auditors.

27 Financial Data Schedule

- --------------------------------------------------------------------------------
The Company will furnish, without charge, to a security holder upon request a
copy of the documents, portions of which are incorporated by reference (Annual
Report to Shareholders and Proxy Statement), and will furnish any other Exhibit
upon payment of reproductions costs.

(b) Reports on Form 8-K:

On November 4, 1999, Bancorp filed a Form 8-K regarding the
announcement of the retirement of Rick L. Blossom, Senior Vice
President and Chief Lending Officer of Bancorp and President and
Chief Executive Officer of First National Bank of Southwestern Ohio,
the lead bank, on December 3, 1999.

16
F-14

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

FIRST FINANCIAL BANCORP.

By: /s/ Stanley N. Pontius
----------------------------------
Stanley N. Pontius, Director
President and Chief Executive Officer

Date 2/22/00
---------------------------------

Pursuant to the requirements of the Securities Exchange Act of 1934, the report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

/s/ Stanley N. Pontius /s/ Michael R. O'Dell
- ----------------------------------------------------------------- --------------------------------------------------
Stanley N. Pontius, Director Michael R. O"Dell
President and Chief Executive Officer Senior Vice President, Chief Financial
Officer, and Secretary

Date 2/22/00 Date 2/22/00
---------------------------------------------------------------- -----------------------------------------------

/s/ James C. Garland /s/ Murph Knapke
- ----------------------------------------------------------------- --------------------------------------------------
James C. Garland, Director Murph Knapke, Director

Date 2/22/00 Date 2/22/00
---------------------------------------------------------------- -----------------------------------------------

/s/ Donald M. Cisle /s/ Steve Posey
- ----------------------------------------------------------------- --------------------------------------------------
Donald M. Cisle, Director Steven C. Posey, Director

Date 2/22/00 Date 2/22/00
---------------------------------------------------------------- -----------------------------------------------

/s/ Steven S. Marcum /s/ Barry S. Porter
- ----------------------------------------------------------------- --------------------------------------------------
Steven S. Marcum, Director Barry S. Porter, Director

Date 2/22/00 Date 2/22/00
---------------------------------------------------------------- -----------------------------------------------

17
F-15

SIGNATURES (CONT'D)

/s/ Bruce E. Leep /s/ Corinne R. Finnerty
- ---------------------------------------------------------------- ------------------------------------------------------
Bruce E. Leep, Director Corinne R. Finnerty, Director

Date 2/22/00 Date 2/22/00
------------------------------------------------------------ --------------------------------------------------

/s/ Perry D. Thatcher /s/ Carl R. Fiora
- ---------------------------------------------------------------- ------------------------------------------------------
Perry D. Thatcher, Director Carl R. Fiora, Director

Date 2/22/00 Date 2/22/00
------------------------------------------------------------ --------------------------------------------------

/s/ F. Elden Houts /s/ Dan. R. Dalton
- ---------------------------------------------------------------- ------------------------------------------------------
F. Elden Houts, Director Dan R. Dalton, Director

Date 2/22/00 Date 2/22/00
------------------------------------------------------------ --------------------------------------------------

/s/ Richard L. Alderson /s/ Martin J. Bidwell
- ---------------------------------------------------------------- ------------------------------------------------------
Richard L. Alderson, Director Martin J. Bidwell, Director

Date 2/22/00 Date 2/22/00
------------------------------------------------------------- --------------------------------------------------

/s/ C. Douglas Lefferson
- -----------------------------------------------------------------
C. Douglas Lefferson, First Vice President
and Comptroller

Date 2/22/00
-------------------------------------------------------------