UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 7, 2004
FIRST FINANCIAL BANCORP
______________________________________________________
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-12499 94-28222858
_______________________________ _____________________ ______________________
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation) Identification Number)
FIRST FINANCIAL BANCORP
701 SOUTH HAM LANE, LODI, CALIFORNIA 95242
_________________________________________ __________
(Address of principal executive offices) (Zip Code)
(209)-367-2000
______________
(Registrant's telephone number, including area code)
N/A
___
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 7, 2004, First Financial Bancorp and its wholly-owned subsidiary
Bank of Lodi, N.A. entered into an Agreement and Plan of Merger with Placer
Sierra Bancshares and its wholly-owned subsidiary Placer Sierra Bank, pursuant
to which Placer Sierra Bancshares will acquire First Financial Bancorp and Bank
of Lodi, N.A., will be merged into Placer Sierra Bank.
The press release attached to this report as Exhibit 99.1 is incorporated herein
by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
The exhibits to this report are incorporated by reference to the
exhibit index which is attached hereto.
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.
This report 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 periodic reports filed by
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Placer Sierra Bancshares and First Financial Bancorp with the Securities and
Exchange Commission. Forward-looking statements speak only as of the date they
are made, and First Financial Bancorp does not undertake to update
forward-looking statements to reflect circumstances or events that occur after
the date the forward-looking statements are made.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 9, 2004 First Financial Bancorp
By: /s/ALLEN R. CHRISTENSON
_______________________
Name: Allen R. Christenson
Executive Vice President
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger by and among First Financial Bancorp,
Bank of Lodi, N.A., Placer Sierra Bancshares and Placer Sierra Bank
dated September 7, 2004 (incorporated by reference to Exhibit 2.1 to
Current Report on Form 8-K of Placer Sierra Bancshares dated
September 7, 2004, File No. 000-50652)
99.1 First Financial Bancorp press release dated September 8, 2004
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