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As filed with the Securities and Exchange Commission on June 4, 1996
Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FIRST FINANCIAL BANCORP.
(Exact name of registrant as specified in its charter)
Ohio 31-1042001
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
Third and High Streets
Hamilton, Ohio 45011
(513) 867-4700
(Address, including zip code, of registrant's principal executive office)
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FIRST FINANCIAL BANCORP.
THRIFT PLAN AND TRUST
(Full title of the plan)
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Michael R. O'Dell
Senior Vice President, Chief Financial Officer and Secretary
First Financial Bancorp.
Third and High Streets
Hamilton, Ohio 45011
(513) 867-4700
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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Please send copies of all communications to:
Neil Ganulin, Esq.
Frost & Jacobs
2500 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
(513) 651-6800
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CALCULATION OF REGISTRATION FEE
============================================================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be Offering Price Aggregate Offer- Registration
to be Registered Registered Per Share(1) ing Price Fee
- ----------------------------------------------------------------------------------------------------------------------------
Common Shares,
par value $8.00
per share(2) 200,000 $32.25 $6,450,000 $2,224.14
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<FN>
(1) Estimated in accordance with Rule 457, based upon the average of the high
and low prices reported in the consolidated reporting system on the Nasdaq
National Market on May 31, 1996, solely for the purpose of calculation of the
registration fee.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by Bancorp with the SEC (File
No. 0-12379) and are incorporated herein by reference:
1. Bancorp's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (the "Bancorp Form 10-K"); and
2. Annual Report on Form 11-K for the First Financial Bancorp Thrift
Plan and Trust.
3. The following information set forth in the 1995 Annual Report of
Bancorp to its shareholders:
(a) The information in the table set forth on page 48 under the
caption "Quarterly Financial And Common Stock Data."
(b) The information in the table set forth on page 22 under the
caption "Table 1 - "Financial Summary."
(c) The information set forth on pages 21 through 31 under the
caption "Management's Discussion And Analysis Of Financial
Condition And Results Of Operations."
All documents subsequently filed by Bancorp or the Plan pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all such securities then
remaining unsold shall be deemed to be incorporated by reference in the
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement herein or contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this registration
statement.
COPIES OF THE ABOVE DOCUMENTS (NOT INCLUDING THE EXHIBITS TO SUCH
DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE IN
SUCH DOCUMENTS) AND OF
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BANCORP'S 1995 ANNUAL REPORT MAY BE OBTAINED UPON REQUEST WITHOUT CHARGE FROM
THE SECRETARY OF BANCORP, THIRD AND HIGH STREETS, HAMILTON, OHIO 45011
(TELEPHONE NUMBER (513) 867-4700).
ITEM 4. DESCRIPTION OF SECURITIES
The following is a summary description of the capital stock of Bancorp
and is qualified by reference to Bancorp's Articles of Incorporation, a copy of
which has been filed as Exhibit 4-A to this Registration Statement.
The authorized capital stock of Bancorp consists of 25,000,000 common
shares, par value $8.00 per share, of which 13,388,384 shares were issued and
outstanding at May 1, 1996. The remaining authorized but unissued common shares
may be issued upon authorization of the Board of Directors without prior
shareholder approval.
All common shares of Bancorp are entitled to participate equally in
such dividends as may be declared by the Board of Directors of Bancorp and
upon liquidation of Bancorp. All common shares are fully paid and
non-assessable.
Each shareholder has one vote for each common share registered in the
shareholder's name. The Board of Directors is divided into three classes as
nearly equal in size as the total number of directors constituting the Board
permits. The number of directors may be fixed or changed from time to time by
the shareholders or the directors, but, in any event, can be no less than 9 and
no more than 25. No holder of common shares has any pre-emptive rights nor the
right to exercise cumulative voting in the election of directors.
The following provisions of Bancorp's Articles of Incorporation and
Regulations and Ohio law might have the effect of delaying, deferring or
preventing a change in control of Bancorp and would operate only with respect to
an extraordinary corporation transaction, such as a merger, reorganization,
tender offer, sale or transfer of assets or liquidation involving Bancorp and
certain persons described below.
Ohio law provides that the approval of two-thirds of the voting power
of a corporation is required to effect mergers and similar transactions, to
adopt amendments to the Articles of Incorporation of a corporation and to take
certain other significant actions. Although under Ohio law the articles of
incorporation of a corporation may permit such actions to be taken by a vote
that is less than two-thirds (but not less than a majority), Bancorp's Articles
do not contain such a provision. The two-thirds voting requirement tends to make
approval of such matters, including further amendments to the Articles of
Incorporation, relatively difficult, and a vote of the holders of in excess of
one-third of the outstanding common shares of Bancorp would be sufficient to
prevent implementation of any of the corporation actions mentioned above. In
addition, Article Fifth and Bancorp's Regulations classify the Board of
Directors into three classes of directors.
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Ohio, the state of Bancorp's incorporation, has enacted Ohio Revised
Code Section 1701.831, a "control share acquisition" statute, and Chapter 1704,
a "merger moratorium" statute. The control share acquisition statute basically
provides that any person acquiring shares of an "issuing public corporation"
(which definition Bancorp meets) in any of the following three ownership ranges
must seek and obtain shareholder approval of the acquisition transaction that
first puts such ownership within each such range: (i) more than 20% but less
than 33 1/3%; (ii) 33 1/3% but not more than 50%; and (iii) more than 50%.
The merger moratorium statute provides that, unless a corporation's
articles of incorporation or regulations otherwise provide, an "issuing public
corporation" (which definition Bancorp meets) may not engage in a "Chapter 1704
transaction" for three years following the date on which a person acquires more
than 10% of the voting power in the election of directors of the issuing
corporation, unless the "Chapter 1704 transaction" is approved by the
corporation's board of directors prior to such voting power acquisition. A
person who acquires such voting power is an "interested shareholder," and
"Chapter 1704 transactions" involve a broad range of transactions, including
mergers, consolidations, combinations, liquidations, recapitalization and other
transactions between an "issuing public corporation" and an "interested
shareholder" if such transactions involve 5% of the assets or shares of the
"issuing public corporation" or 10% of its earning power. After the initial
three year moratorium, Chapter 1704 prohibits such transactions absent approval
by disinterested shareholders or the transaction meeting certain statutorily
defined fair price provisions.
Ohio has also enacted a "greenmailer disgorgement" statute which
provides that a person who announces a control bid must disgorge profits
realized by that person upon the sale of any equity securities within 18 months
of the announcement.
In addition, Ohio has a "control bid" statute that provides for the
dissemination of certain information and the possibility of a hearing concerning
compliance with law in connection with a proposed acquisition of more than 10%
of any class of equity securities of a corporation, such as Bancorp, that has
significant contacts with Ohio.
Each common share of Bancorp issued includes one "right" (the "Right").
Under the "shareholders rights plan", the Rights will actually be distributed
only if one or more of certain designated actions involving Bancorp common
shares occurs. In the event of such a distribution, each Right would entitle the
holder to purchase, at an exercise price as set forth in the plan, share or
shares of Bancorp. In addition, upon the occurrence of certain other events,
each Right holder would be entitled to receive common stock of any acquiring
company worth two times the exercise price of the Right.
The adoption of the Rights plan by Bancorp has no financial effect on
Bancorp, is not dilutive to Bancorp shareholders, is not taxable to Bancorp or
to the shareholders and will not change the way in which Bancorp common shares
are traded. Rights are not exercisable until distributed, and all Rights will
expire at the close of business on December 6, 2003, unless earlier redeemed by
Bancorp. The issuance of Rights may, however, have certain anti-
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takeover effects and possible disadvantages. The Rights will cause substantial
dilution to a person or a group who attempts to acquire Bancorp or a significant
common share ownership interest without conditioning the offer on the Rights
being redeemed or a substantial number of Rights being acquired. Accordingly, an
acquiring entity might decide not to acquire Bancorp or such an interest,
although individual shareholders may view such an acquisition favorably. In
addition, to the extent that issuance of the Rights discourages takeovers that
would result in a change in the Bancorp's management or Board of Directors, such
a change would be less likely to occur. The Board of Directors believes,
however, that the advantages of discouraging potentially discriminatory and
abusive takeover practices outweigh any potential disadvantages of the Rights.
The Rights should not interfere with any merger or any business combination
approved by the Board of Directors. The Rights are designed to protect
shareholders against unsolicited attempts to acquire control of Bancorp, whether
through accumulation of common shares in the open market or partial tender
offers that do not offer a fair price for all shareholders.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Ohio General Corporation Law allows a corporation under certain
circumstances to indemnify its directors, officers, and employees. Generally,
whether by its articles of incorporation or its code of regulations or by
statute, the indemnification permits Bancorp to pay expenses actually and
necessarily incurred in the defense of any pending or threatened suit. The
determination of the right of indemnification is determined by a quorum of
disinterested directors not involved in such a pending matter and if they are
unable to make such determination, then such determination shall be made by
independent legal counsel, Bancorp's shareholders or by the Butler County, Ohio,
Court of Common Pleas. Bancorp has such an indemnification provision in its Code
of Regulations, and that provision is set forth below. The Code of Regulations
of Bancorp and the statute do not allow indemnification of an officer or
director wherein such person has been adjudicated negligent or guilty of
misconduct and, additionally, such officer or director must have acted in good
faith or had no reason to believe such officer's or director's conduct was
unlawful to be indemnified.
Article III-A of the Code of Regulations of Bancorp provides:
SECTION 3-A.1. MANDATORY INDEMNIFICATION. The Corporation shall
indemnify any officer or director, or any other employee of the
Corporation who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including,
without limitation, any action threatened or instituted by or in the
right of the Corporation), by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was
serving at the request of the
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Corporation as a director, trustee, officer, employee or agent of
another corporation (domestic or foreign, nonprofit or for profit),
partnership, joint venture, trust or other enterprise, against expenses
(including, without limitation, attorneys' fees, filing fees, court
reporters' fees and transcript costs), judgment, fines and amounts paid
in action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of
the Corporation, and with respect to any criminal action or proceeding,
he had no reasonable cause to believe his conduct was unlawful. A
person claiming indemnification under this Section 3-A.1 shall be
presumed to have met the applicable standard of conduct set forth
herein, and the termination of any action, suit or proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo
contenders or its equivalent, shall not, of itself, rebut such
presumption.
SECTION 3-A.2. COURT-APPROVED INDEMNIFICATION. Anything contained
in the Regulations or elsewhere to the contrary notwithstanding:
(A) the Corporation shall not indemnify any officer or director or
employee of the Corporation who was a party to any completed
action or suit instituted by or in the right of the Corporation
to procure a judgment in its favor by reason of the fact he is or
was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a
director, trustee, officer, employee or agent of another
corporation (domestic or foreign, nonprofit or for profit),
partnership, joint venture, trust or other enterprise, in respect
of any claim, issue or matter asserted in such action or suit as
to which he shall have been adjudged to be liable for misconduct
(other than negligence of any degree) in the performance of his
duty to the Corporation unless and only to the extent that the
Court of Common Pleas of Butler County, Ohio or the court in
which such action or suit was brought shall determine upon
application that, despite such adjudication of liability, and in
view of all the circumstances of the case, he is fairly and
reasonably entitled to such indemnity as such Court of Common
pleas or such other court shall deem proper; and
(B) the Corporation shall promptly make any such unpaid
indemnification as is determined by a court to be proper as
contemplated by this Section 3-A.2.
SECTION 3-A.3. INDEMNIFICATION FOR EXPENSES. Anything contained in the
Regulations or elsewhere to the contrary notwithstanding, to the extent
that an officer, director or employee of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 3-A.1, or in defense of any claim,
issue or matter therein, he shall be promptly indemnified by the
Corporation against expenses (including, without limitation, attorneys'
fees, filing fees, court reporters' fees and transcript costs) actually
and reasonably incurred by him in connection therewith.
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SECTION 3-A.4. DETERMINATION REQUIRED. Any indemnification required
under Section 3-A.1 and not precluded under Section 3-A.2 shall be made
by the Corporation only upon a determination that such indemnification
of the officer or director or employee is proper in the circumstances
because he has met the applicable standard of conduct set forth in
Section 3-A.1. Such determination may be made only (A) by a majority
vote of a quorum consisting of directors of the Corporation who were
not and are not parties to, or threatened with, any such action, suit
or proceeding, or (B) if such a quorum is not attainable or if a
majority of a quorum of disinterested directors so directs, in a
written opinion by independent legal counsel other than an attorney, or
a firm having associated with it an attorney, who has been retained by
or who has performed services for the Corporation, or any person to be
indemnified, within the past five years, or (C) by the shareholders, or
(D) by the Court of Common pleas of Butler County, Ohio or (if the
Corporation is a party thereto) the court in which such action, suit or
proceeding was brought, if any. Any determination made by the
disinterested directors under subparagraph (A) of this Section or by
independent legal counsel under subparagraph (B) of this Section to
make indemnification in respect of any claim, issue or matter asserted
in an action or suit threatened or brought by or in the right of the
Corporation shall be promptly communicated to the person who threatened
or brought such action or suit, and within ten (10) days after receipt
of such notification such person shall have the right to petition the
Court of Common Pleas of Butler County, Ohio or the Court in which such
action or suit was brought, if any, to review the reasonableness of
such determination.
SECTION 3-A.5. ADVANCES FOR EXPENSES. Unless the only liability
asserted against a director in an action, suit or proceeding referred
to in Section 3-A.1 of this article arises pursuant to Section 1701.95
of the Ohio Revised Code, expenses, including attorney's fees, incurred
by a director in defending the action, suit or proceeding shall be paid
by the Corporation as they are incurred, in advance of the final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director in which he agrees: (i) to
repay amounts so advanced if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or
failure to act was undertaken with deliberate intent to cause injury to
the Corporation or with reckless disregard for the best interests of
the Corporation; and (ii) to reasonably cooperate with the Corporation
with respect to the action, suit or proceeding.
Expenses, including attorneys' fees, incurred by a director,
trustee, officer, employee or agent in defending any action, suit or
proceeding referred to in Section 3-A.3 of this Article, may be paid by
the Corporation as they are incurred, in advance of the final
disposition of the action, suit or proceeding as authorized by the
directors in the specific case, upon receipt of any undertaking by or
on behalf of the director, trustee, officer, employee, or agent to
repay such undertaking by or on behalf of the director, trustee,
officer, employee, or agent to repay such amount if it is ultimately
determined that he is not entitled to be indemnified by the
Corporation.
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SECTION 3-A.6. ARTICLE III-A NOT EXCLUSIVE. The indemnification
provided by this Article III-A shall not be deemed exclusive of any
other rights to which any person seeking indemnification may be
entitled under the Articles or the Regulations or any agreement, vote
of shareholders or disinterested directors, or otherwise, both as to
action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has
ceased to be an officer or director or employee of the Corporation and
shall inure to the benefit of the heirs, executors, and administrators
of such a person.
SECTION 3-A.7. INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, trustee, officer, employee or
agent of another corporation (domestic or foreign, nonprofit or for
profit), partnership, joint venture, trust or other enterprise, against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Corporation would have the obligation or the power to indemnify him
against such liability under the provisions of this Article III-A.
SECTION 3-A.8. VENUE. Any action by a person claiming indemnification
under this Article III-A, or by the Corporation, to determine such
claim for indemnification may be filed as to the Corporation and each
such person in Butler County, State of Ohio. The Corporation and (by
claiming such indemnification) each such person consent to the exercise
of jurisdiction over its or his person by the Court of Common Pleas of
Butler County, Ohio.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
This Form S-8 Registration Statement includes the following exhibits:
Exhibit
Number
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4-A -- Articles of Incorporation revised April 26, 1994 (incorporated by
reference to Exhibit 3(a) to Form 10-K for the fiscal year ended
December 31, 1994).
4-B -- Restated Code of Regulations revised April 27, 1993 (incorporated
by reference to Exhibit 3(b) to Form 10-K for the fiscal year ended
December 31, 1993).
4-C -- First Financial Bancorp Thrift Plan and Trust.
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5 -- Opinion of Frost & Jacobs, counsel for Bancorp, concerning the legality
of the securities being registered.
The undersigned registrant hereby undertakes that it has submitted
the plan to the Internal Revenue Service ("IRS") and has made all
changes required by the IRS in order to qualify the plan under
Section 401 of the Internal Revenue Code of 1986.
23-A -- Consent of Ernst & Young LLP, independent auditors.
23-B -- Consent of Frost & Jacobs, counsel for Bancorp, included in Exhibit 5
filed herewith.
99-- Powers of Attorney.
ITEM 9. UNDERTAKINGS.
(1) The undersigned registrant and the plan hereby undertake:
(a) To file, during any period in which offers or sales of the
securities registered hereunder are being made, a post-effective amendment to
this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this registration statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in the
registration statement; provided, however, that this undertaking will only apply
to the extent that the information listed in clauses (i) - (ii) hereof is not
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
registration statement.
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(2) The undersigned registrant and the plan hereby undertake
that, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and
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each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Hamilton and State of Ohio, on the 3rd
day of June, 1996.
FIRST FINANCIAL BANCORP
By /s/ Michael R. O'Dell
---------------------------------
Michael R. O'Dell
Senior Vice President,
Chief Financial Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of Hamilton,
State of Ohio, on June 3, 1996.
FIRST FINANCIAL BANCORP.
By:/s/ Stanley N. Pontius
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Stanley N. Pontius
President and Chief Executive Officer
Date: June 3, 1996
--------------
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:
/s/ Stanley N. Pontius /s/ Michael R. O'Dell
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Stanley N. Pontius, Director, President Michael R. O'Dell, Senior Vice
and Chief Executive Officer President, Chief Financial Officer
and Secretary
Date: June 3, 1996 Date: June 3, 1996
-------------- --------------
/s/ Murph Knapke /s/ Vaden Fitton
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Murph Knapke, Director Vaden Fitton, Director
Date: June 3, 1996 Date: June 3, 1996
-------------- --------------
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/s/ Carl R. Fiora /s/ Thomas C. Blake
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Carl R. Fiora, Director Thomas C. Blake, Director
Date: June 3, 1996 Date: June 3, 1996
-------------- --------------
/s/ Joel H. Schmidt /s/ Barry S. Porter
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Joel H. Schmidt, Director Barry S. Porter, Director
Date: June 3, 1996 Date: June 3, 1996
-------------- --------------
/s/ Arthur W. Bidwell /s/ Stephen S. Marcum
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Arthur W. Bidwell, Director Stephen S. Marcum, Director
Date: June 3, 1996 Date: June 3, 1996
-------------- --------------
/s/ Donald M. Cisle /s/ Richard J. Fitton
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Donald M. Cisle, Director Richard J. Fitton, Director
Date: June 3, 1996 Date: June 3, 1996
-------------- --------------
/s/ F. Elden Houts /s/ Charles T. Koehler
- ------------------------- -------------------------
F. Elden Houts, Director Charles T. Koehler, Director
Date: June 3, 1996 Date: June 3, 1996
-------------- --------------
/s/ Barry J. Levey /s/ Lauren N. Patch
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Barry J. Levey, Director Lauren N. Patch, Director
Date: June 3, 1996 Date: June 3, 1996
-------------- --------------
/s/ Joseph M. Gallina, Comptroller
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Joseph M. Gallina, Comptroller
Date: June 3, 1996
--------------
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Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement or amendment thereto to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hamilton
and State of Ohio on the 3rd day of June, 1996.
FIRST FINANCIAL BANCORP
THRIFT PLAN AND TRUST
By: /s/ Betty S. Irvine
-------------------------
Betty S. Irvine
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INDEX TO EXHIBITS
This Form S-8 Registration Statement includes the following exhibits:
Exhibit
Number Page
- ------ ----
4-A -- Articles of Incorporation revised April 26, 1994 (incorporated
by reference to Exhibit 3(a) to Form 10-K for the fiscal year
ended December 31, 1994).
4-B -- Restated Code of Regulations revised April 27, 1993 (incorporated
by reference to Exhibit 3(b) to Form 10-K for the fiscal year
ended December 31, 1993).
4-C -- First Financial Bancorp Thrift Plan and Trust.
5 -- Opinion of Frost & Jacobs, counsel for Bancorp, concerning the
legality of the securities being registered.
23-A -- Consent of Ernst & Young LLP, independent auditors.
23-B -- Consent of Frost & Jacobs, counsel for Bancorp, included in
Exhibit 5 filed herewith.
99 -- Powers of Attorney.