SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIRST FINANCIAL BANCORP
______________________________________________________
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-28222858
______________________ ______________________
State of Incorporation IRS Employer ID Number
FIRST FINANCIAL BANCORP
701 SOUTH HAM LANE, LODI, CALIFORNIA 95242
____________________________________ _____
Address of registrant's principal executive office Zip Code
Securities Act Registration Statement and file number to which this form
relates: ___ (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE REGISTERED EACH CLASS IS TO BE REGISTERED
___________________ ______________________________
NONE NONE
____ ____
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box.
[ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED SHARE PURCHASE RIGHTS
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On May 31, 2001 the Board of Directors of First Financial
Bancorp (the "Company") declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock, no par value (the
"Common Shares"), of the Company. The dividend is payable on July 6, 2001 (the
"Record Date") to the shareholders of record on that date. Each Right entitles
the registered holder to purchase from the Company one one-hundredth of a share
of Series A Junior Participating Preferred Stock, no par value (the "Preferred
Shares"), of the Company at a price of $47.50 per one one-hundredth of a
Preferred Share (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement dated as of June 15,
2001 (the "Rights Agreement") between the Company and Mellon Investor Services
LLC, as Rights Agent (the "Rights Agent").
Initially, the Rights will be evidenced by the certificates
representing Common Shares then outstanding, regardless of whether any such
certificate has a copy of this Summary of Rights attached thereto, and no
separate Right Certificates will be distributed. The Rights will separate from
the Common Shares and a Distribution Date will occur upon the earlier of (i) 10
days following a public announcement that a person or group of affiliated or
associated persons have acquired beneficial ownership of 10% or more of the
outstanding Common Shares (an "Acquiring Person"); provided, however, a person
or group holding 10% or more of the outstanding shares as of June 15, 2001 will
become a "Grandfathered Person" and such Grandfathered Person will be treated as
an Acquiring Person upon public announcement or knowledge by the Company's Board
of Directors that such Grandfathered Person has acquired beneficial ownership of
an additional 1% of the outstanding Common Shares; or (ii) 10 business days (or
such later date as may be determined by action of the Board of Directors prior
to such time as any Person becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 10% or more of such outstanding Common Shares
(unless the Company's Board of Directors has approved the offer).
On September 7, 2004, the Rights Agreement was amended (the
"Amendment") to allow the Company and Placer Sierra Bancshares, a California
corporation ("PSB") to enter into and engage in the transactions described in an
Agreement and Plan of Merger dated September 7, 2004 between the Company and
PSB, pursuant to which the Company will merge with PSB (the "PSB Merger") and
the Company's wholly-owned subsidiary Bank of Lodi, N.A. will merge with Placer
Sierra Bank pursuant to a related merger agreement (such agreements
collectively, the "PSB Merger Agreements"). As amended, the Rights Agreement
provides that PSB and its Affiliates and Associates will not be Acquiring
Persons as a result of the PSB Merger Agreements or the transactions described
in those agreements, nor will consummation of any of the transactions
contemplated by the PSB Merger Agreements trigger the exercisability of the
Rights described herein.
The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the Common Shares. Until
the Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date, upon transfer or new
2
issuance of Common Shares, will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on May 31, 2011 (the "Final Expiration Date"), unless the
Rights are earlier redeemed or exchanged by the Company, in each case as
described below.
The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the then current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of indebtedness
or assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares or
a stock dividend on the Common Shares payable in Common Shares or a subdivision,
consolidation or combination of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a minimum
preferential dividend payment of 100 times the dividend declared per Common
Share. In the event of liquidation, the holders of the Preferred Shares will be
entitled to a minimum preferential liquidation payment of $100.00 per share but
will be entitled to an aggregate payment of 100 times the payment made per
Common Share. Each Preferred Share will have 100 votes, voting together with the
Common Shares. Finally, in the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Preferred Share will be
entitled to receive 100 times the amount received per Common Share. These rights
are protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth interest in a
Preferred Share purchasable upon exercise of each Right should approximate the
value of one Common Share.
3
In the event that (i) any person or group of affiliated or
associated persons becomes an Acquiring Person, or (ii) during such time as
there is an Acquiring Person, there shall be a reclassification of securities or
a recapitalization or reorganization of the Company or other transaction or
series of transactions involving the Company which has the effect of increasing
by more than 1% the proportionate share of the outstanding shares of any class
of equity securities of the Company or any of its subsidiaries beneficially
owned by the Acquiring Person (each a "flip-in" event), proper provision shall
be made so that each holder of a Right, other than Rights beneficially owned by
the Acquiring Person (which will thereafter be void), will thereafter have the
right to receive upon exercise that number of Common Shares (or, in the event
that there are insufficient authorized Common Shares, substitute consideration
such as cash, property, or other securities of the Company, such as Preferred
Stock) having a market value of two times the exercise price of the Right. In
the event that the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold
(a "flip-over event"), proper provision will be made so that each holder of a
Right will thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right.
At any time after the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 10% or more of the
outstanding Common Shares and prior to the acquisition by such person or group
of 50% or more of the outstanding Common Shares, the Board of Directors of the
Company may exchange the Rights (other than Rights owned by such person or group
which have become void), in whole or in part, at an exchange ratio of one Common
Share, or one one-hundredth of a Preferred Share (or of a share of a class or
series of the Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Preferred Shares will be issued (other
than fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depository
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
At any time before a person becomes an Acquiring Person, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $0.001 per Right (the "Redemption Price"). After the
redemption period has expired, the Company's rights of redemption may be
reinstated if, prior to completion of certain recapitalizations, mergers or
other business combinations, an Acquiring Person reduces its beneficial
ownership to less than 10% of the outstanding Common Shares in a transaction or
series of transactions not involving the Company. The redemption of the rights
may be made effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.
4
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
including an amendment to lower certain thresholds described above to not less
than the greater of (i) any percentage greater than the largest percentage of
the outstanding Common Shares then known to the Company to be beneficially owned
by any person or group of affiliated or associated persons (unless such person
or group is excluded from the effect of such reduction) and (ii) 10%, except
that from and after such time as any person becomes an Acquiring Person no such
amendment may adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder of a Right will not, by
reason of being such a holder, have rights as a shareholder of the Company,
including, without limitation, the right to vote or to receive dividends.
A copy of the Rights Agreement and the Amendment thereto are
filed as Exhibits to this Registration Statement on Form 8-A, as amended. A copy
of the Rights Agreement and the Amendment are available free of charge from the
Company. This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, as
amended, which is incorporated by reference to Exhibits 4.1 and 4.2 to this
Registration Statement.
ITEM 2. EXHIBITS.
The exhibit list called for by this item is incorporated by
reference to the exhibit index to this Registration Statement.
5
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
Date: September 22, 2004 First Financial Bancorp
By: /s/ ALLEN R. CHRISTENSON
____________________________
Name: Allen R. Christenson
Executive Vice President
Chief Financial Officer
6
EXHIBIT INDEX
NO. DESCRIPTION
___ ___________
4.1 Rights Agreement between First Financial Bancorp and Mellon Investor
Services LLC, dated as of 4 June 15, 2001, including Form of Right
Certificate attached thereto as Exhibit B (previously filed).
4.2 Amendment dated as of September 7, 2004 to Agreement between First
Financial Bancorp and Mellon 4 Investor Services LLC, including an
amended Summary of Rights to Purchase Common Shares attached thereto
as Exhibit A.
7