OMB APPROVAL
OMB Number: 3235-0059
Expires: February 28, 2006
Estimated average burden
hours per response. . . 12.75
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant |X| Filed by a Party other than the Registrant | |
Check the appropriate box:
| | Preliminary Proxy Statement
| | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)
(2))
| | Definitive Proxy Statement
| | Definitive Additional Materials
|X| Soliciting Material Pursuant to ss.240.14a-12
FIRST FINANCIAL BANCORP
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how
it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
________________________________________________________________________________
SEC PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
1913 IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
(4-04) CURRENTLY VALID OMB CONTROL NUMBER.
| | Fee paid previously with preliminary materials.
| | Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
________________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
3) Filing Party:
________________________________________________________________________________
4) Date Filed:
________________________________________________________________________________
FIRST FINANCIAL BANCORP
P R E S S R E L E A S E
FOR IMMEDIATE RELEASE SEPTEMBER 8, 2004
Contact Person:
Leon Zimmerman
President and CEO
(209) 367-2000
FIRST FINANCIAL BANCORP TO JOIN PLACER SIERRA BANCSHARES
Lodi, Calif. (Business Wire) -September 8, 2004- First Financial Bancorp (OTCBB:
"FLLC" - $324.1 million in assets) the parent company of Bank of Lodi, N.A and
Placer Sierra Bancshares, Sacramento, California (NasdaqNM: "PLSB" - $1.4
billion in assets) today announced the signing of a definitive agreement for
Placer Sierra to acquire First Financial in an all cash deal valued at $50.0
million or $25.40 per share.
Upon completion of the transaction, the combined company will become the largest
community bank in Central California, with approximately $1.8 billion in total
assets. The acquired branches will operate under the brand name of Bank of Lodi,
a division of Placer Sierra Bank.
The $50.0 million purchase price represents 227% of tangible book value and
28.2x trailing-four-quarters' earnings.
The boards of both companies approved the transaction, which is subject to
approval by First Financial's stockholders, as well as regulators and other
customary conditions of closing. Subject to satisfaction of conditions set forth
in the Agreement, it is estimated that the closing of the Merger will occur in
the fourth quarter of 2004.
Ben Goehring, Chairman of the Board of First Financial Bancorp, commented, "We
are very pleased to join forces with Placer Sierra Bancshares. Given Placer's
57-year history of providing superior community banking in Northern California,
this transaction will reinforce and strengthen our strong community-oriented
philosophy in the marketplace. Our board of directors believes that this
transaction is in the best interest of our shareholders, and provides our
employees and community with an expanded line of competitive products and
services.
" First Financial Bancorp's President and Chief Executive Officer Leon Zimmerman
said, "We are very enthusiastic to have identified Placer Sierra as our merger
partner. Not only have we achieved an excellent financial result for our
shareholders, but we have found a fine cultural fit for our employees, customers
and communities. We are confident that Placer Sierra will be a friendly employer
for our dedicated staff while continuing the customer and community service
focus of Bank of Lodi."
First Financial Bancorp used RBC Capital Markets as its financial adviser, and
Bingham McCutchen served as legal counsel. Downey Brand LLP provided legal
counsel to Placer Sierra Bancshares.
ABOUT FIRST FINANCIAL BANCORP
First Financial Bancorp is the parent of Bank of Lodi, N.A., a locally owned
community bank formed in 1982. Bank of Lodi, N.A. offers financial services via
the web at www.bankoflodi.com, by phone at 888-265-8577, at any one of its nine
branches located in the communities of Lodi, Woodbridge, Lockeford, Galt,
Plymouth, San Andreas, Elk Grove, Folsom, and Sacramento or its loan production
office located in Folsom, California.
ABOUT PLACER SIERRA BANCSHARES
Placer Sierra Bancshares is a California-based bank holding company for Placer
Sierra Bank, a California state-chartered commercial bank. Through its 23
Northern California branches, Placer Sierra Bank serves a five county area
including Placer, Sacramento and El Dorado counties, commonly known as the
greater Sacramento metropolitan region, and the adjacent counties of Sierra and
Nevada. Through its nine Southern California branches, Placer Sierra Bank serves
both Los Angeles and Orange counties. Placer Sierra Bank provides its customers
the resources of a large financial institution together with the resourcefulness
and superior customer service of a community bank. Placer Sierra Bank offers a
broad array of deposit products and services for both commercial and consumer
customers, including electronic banking, cash management services, electronic
bill payment and investment services with an emphasis on relationship banking
and focus on generating low cost deposits. In addition, Placer Sierra Bank
provides competitive loan products such as commercial loans and lines of credit,
commercial real estate loans, Small Business Administration loans, residential
mortgage loans, home equity lines of credit and construction loans.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE
FINANCIAL CONDITION, RESULTS OF OPERATION AND BUSINESSES OF PLACER SIERRA
BANCSHARES AND FIRST FINANCIAL BANCORP WITHIN THE MEANING OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. THESE INCLUDE STATEMENTS THAT RELATE
TO FUTURE FINANCIAL PERFORMANCE AND CONDITION, AND PENDING MERGERS. THESE
FORWARD-LOOKING STATEMENTS INVOLVE CERTAIN RISKS AND UNCERTAINTIES, MANY OF
WHICH ARE BEYOND THE COMPANY'S CONTROL. FACTORS THAT MAY CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS
INCLUDE, AMONG OTHERS: (1) THE RECEIPT OF REGULATORY AND SHAREHOLDER APPROVAL
FOR THE ACQUISITION; (2) THE SUCCESS OF PLACER SIERRA BANCSHARES AT INTEGRATING
FIRST FINANCIAL BANCORP INTO ITS ORGANIZATION AND ACHIEVING THE TARGETED COST
SAVINGS; (3) DETERIORATION IN GENERAL ECONOMIC CONDITIONS, INTERNATIONALLY,
NATIONALLY OR IN THE STATE OF CALIFORNIA; (4) INCREASED COMPETITIVE PRESSURE
AMONG FINANCIAL SERVICES COMPANIES; (5) CHANGES IN THE INTEREST RATE ENVIRONMENT
REDUCING INTEREST MARGINS OR INCREASING INTEREST RATE RISK; (6) THE IMPACT OF
TERRORIST ACTS OR MILITARY ACTIONS; AND (7) OTHER RISKS DETAILED IN REPORTS
FILED BY PLACER SIERRA BANCSHARES WITH THE SECURITIES AND EXCHANGE COMMISSION.
FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE THEY ARE MADE, AND PLACER
SIERRA BANCSHARES DOES NOT UNDERTAKE TO UPDATE FORWARD-LOOKING STATEMENTS TO
REFLECT CIRCUMSTANCES OR EVENTS THAT OCCUR AFTER THE DATE THE FORWARD-LOOKING
STATEMENTS ARE MADE.
This communication is not a solicitation of a proxy from any security holder of
First Financial Bancorp. However, First Financial Bancorp, and its directors and
executive officers and certain other members of its management and employees,
may be deemed to be participants in the solicitation of proxies from the
shareholders of First Financial Bancorp in connection with the merger.
Information about First Financial Bancorp, Placer Sierra Bancshares, the merger,
the persons soliciting proxies in the merger and their interests in the merger,
the directors and executive officers of First Financial Bancorp and their
ownership in First Financial Bancorp stock and related matters will be set forth
in a proxy statement relating to the shareholders meeting to be held to approve
the merger. Security holders should read the proxy statement because it will
contain important information. The proxy statement will be available in the near
future.
Also, you will be able to obtain the proxy statement and other documents filed
by First Financial Bancorp with the SEC free of charge at the SEC's website at
http://www.sec.gov. These documents will also be available free of charge from
Allen R. Christenson, Executive Vice President and Chief Financial Officer,
First Financial Bancorp, 701 South Ham Lane, Lodi, California 95242 and on the
Company's website at http://www.bankoflodi.com.