SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _________________
Commission File Number : 0-12499
First Financial Bancorp
(Exact name of registrant as specified in its charter)
California 94-28222858
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
701 South Ham Lane, Lodi, California 95242
(Address of principal executive offices) (Zip Code)
(209) 367-2000
(Registrant's telephone number, including area code)
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
(Title of Class)
Preferred Share Purchase Rights
(Title of Class)
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 file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the 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. [ X ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [ X ]
The aggregate market value of the Common Stock held by non-affiliates of
the registrant was approximately $27,705,000 (based on the $17.00 average of bid
and ask prices per share on June 30, 2003).
As of March 5, 2004, there were 1,783,420 shares of Common Stock (adjusted
for the 10% stock dividend declared March 25, 2004) no par value, outstanding.
EXPLANATORY NOTE
This amendment is being filed solely to correct the date on the auditor's report
and the reference to that date in the consent of auditors filed as exhibit 23 to
this report. These documents also now reflect recently adopted terminology
requirements of the Public Company Accounting Oversight Board.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedules Page Reference
Report of Independent Registered Public Accounting Firm 54
Consolidated Balance Sheets as of
December 31, 2003 and 2002 55
Consolidated Statements of Income Years
Ended 2003, 2002, and 2001 56
Consolidated Statements of Stockholders'
Equity and Comprehensive Income
Years Ended 2003, 2002, and 2001 57
Consolidated Statements of Cash Flows
Years Ended 2003, 2002, and 2001 58
Notes to Consolidated financial statements 60
(b) Reports on Form 8-K
During the fourth quarter of 2003, the Company filed a Current Report on
8-K dated November 14, 2003 (Items 7 and 10).
During the fourth quarter of 2003, the Company filed a Current Report on
8-K dated December 8, 2003 (Items 7 and 10).
(c) Exhibits
The Exhibit List required by this Item is incorporated by reference to the
Exhibit Index which precedes the exhibits to this report.
(d) Financial Statement Schedules
No financial statement schedules are included in this report on the basis
that they are either inapplicable or the information required to be set
forth therein is contained in the financial statements included in this
report.
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
First Financial Bancorp:
We have audited the accompanying consolidated balance sheets of First Financial
Bancorp and subsidiaries (the Company) as of December 31, 2003 and 2002, and the
related consolidated statements of income, stockholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended December 31, 2003. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasfonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of First Financial
Bancorp and subsidiaries as of December 31, 2003 and 2002, and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 2003, in conformity with U.S. generally accepted
accounting principles.
As discussed in Note 1 to the consolidated financial statements, the Company
adopted the provisions of Statement of Accounting Standards No. 148, Accounting
for Stock-Based Compensation, under the prospective method of adoption as of
January 1, 2003.
/s/ KPMG LLP
Sacramento, California February 13, 2004 except for Note 25 which is as of March
25, 2004
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
FIRST FINANCIAL BANCORP
/s/ ALLEN R. CHRISTENSON
----------------------------
Allen R. Christenson
Sr. Vice President and Chief
Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
3(a) Restated Articles of Incorporation, as amended
3(b) Bylaws, as amended through March 25, 2004
4(a) Specimen Common Stock Certificate, filed as Exhibit
4.1 to the Company's General Form for Registration of
Securities on Form 10, filed on September 21, 1983,
is hereby incorporated by reference.
4(b) Rights Agreement between First Financial Bancorp and
Mellon Investor Services LLC, dated as of June 15,
2001, including Form of Right Certificate, filed as
Exhibit 4 to the Company's Form 8-K filed on June 28,
2001, is hereby incorporated by reference.
4(c) Amended and Restated Declaration of Trust dated as of
March 26, 2002 by and Among State Street Bank and
Trust Company of Connecticut, National Association,
As institutional Trustee, First Financial Bancorp, As
Sponsor, and Benjamin R. Goehring, Weldon D.
Schumacher And Leon J. Zimmerman as Administrators
4(d) Guarantee Agreement dated as of March 26, 2002 by and
between First Financial Bancorp and State Street Bank
and Trust Company of Connecticut, National
Association
4(e) Indenture of dated as of March 26, 2002 of First
Financial Bancorp as Issuer and State Street Bank and
Trust Company of Connecticut, National Association,
as Trustee for the registrant's Floating Rate Junior
Subordinated Deferrable Interest Debentures due 2032
4(f) Placement Agreement dated March 14, 2002 for the
First Financial Bancorp 5,000 Floating Rate Capital
Securities (Liquidation Amount $1,000.00 per Capital
Security) (incorporated by reference to Exhibit 1 to
Annual Report on form 10-K of the Company for the
fiscal year ended December 31, 2002.
10(a)* First Financial Bancorp 1991 Director Stock Option
Plan and form of Non-statutory Stock Option
Agreement, filed as Exhibit 4.1 to the Company's Form
S-8 Registration Statement (Registration No.
33-40954), filed on May 31, 1991, is hereby
incorporated by reference.
10(b)* Amendment to First Financial Bancorp 1991 Director
Stock Option Plan, filed as Exhibit 4.3 to the
Company's Post-Effective Amendment No. 1 to Form S-8
Registration Statement (Registration No. 33-40954),
filed as Exhibit 10 to the Company's Quarterly Report
on Form 10-Q for the period ended March 31, 1995, is
hereby incorporated by reference.
10(c)* First Financial Bancorp 1991 Employee Stock Option
Plan and forms of Incentive Stock Option Agreement
and Non-statutory Stock Option Agreement, filed as
Exhibit 4.2 to the Company's Form S-8 Registration
Statement (Registration No. 33-40954), filed on May
31, 1991, is hereby incorporated by reference.
10(d)* First Financial Bancorp 1997 Stock Option Plan, filed
as Exhibit 10 to the Company's Quarterly Report on
Form 10-Q for the period ended September 30, 1997, is
hereby incorporated by reference.
10(e) First Financial Bancorp 401(k) Profit Sharing Plan,
filed as Exhibit 10(g) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1997, is
hereby incorporated by reference.
10(f)* Employment Agreement dated as of September 30, 1998,
between First Financial Bancorp and Leon J.
Zimmerman, filed as Exhibit 10(h) to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998, is hereby incorporated by
reference.
10(g)* Executive Supplemental Compensation Agreement
effective as of April 3, 1998, between Bank of Lodi,
N.A. and Leon J. Zimmerman, filed as Exhibit 10(j) to
the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998, is hereby
incorporated by reference.
10(h)* Life Insurance Endorsement Method Split Dollar Plan
Agreement effective as of April 3, 1998, between Bank
of Lodi, N.A. and Leon J. Zimmerman, filed as Exhibit
10(l) to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998, is hereby
incorporated by reference.
10(i)* Form of Director Supplemental Compensation Agreement,
effective as of April 3, 1998, as executed between
Bank of Lodi, N.A. and each of Benjamin R. Goehring,
Michael D. Ramsey, Weldon D. Schumacher and Dennis R.
Swanson, filed as Exhibit 10(n) to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998, is hereby incorporated by
reference.
10(j)* Form of Life Insurance Endorsement Method Split
Dollar Plan Agreement, effective as of April 3, 1998,
as executed between Bank of Lodi, N.A. and each of
Benjamin R. Goehring, Michael D. Ramsey, Weldon D.
Schumacher and Dennis R. Swanson, filed as Exhibit
10(o) to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998, is hereby
incorporated by reference.
10(k)* Form of Director Supplemental Compensation Agreement,
effective as of April 3, 1998, as executed between
Bank of Lodi, N.A. and each of Angelo J. Anagnos,
Raymond H. Coldani, Bozant Katzakian and Frank M.
Sasaki, filed as Exhibit 10(p) to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998, is hereby incorporated by
reference.
10(l)* Form of Life Insurance Endorsement Method Split
Dollar Plan Agreement, effective as of April 3, 1998,
as executed between Bank of Lodi, N.A. and each of
Angelo J. Anagnos, Raymond H. Coldani, Bozant
Katzakian and Frank M. Sasaki, filed as Exhibit 10(q)
to the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1998, is hereby
incorporated by reference.
10(m)* Form of Long Term Care Agreement by and between Bank
of Lodi, N.A. and certain directors and executive
officers filed as Exhibit 10 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001, is hereby incorporated by reference.
11 Statement re computation of earnings per share is incorporated
herein by reference to Notes 1(j) and 13 to
the consolidated financial statements included in this report.
21 Subsidiaries of the Company: The Company owns 100
percent of the capital stock of Bank of Lodi,
National Association, a national banking association,
100 percent of the capital stock of Western Auxiliary
Corporation and 100 percent of the capital stock of
First Financial (CA) Statutory Trust I.
23 Consent of KPMG LLP, independent registered public accounting firm**
31.1 Certification of Registrant's Chief Executive Officer Pursuant
To 18 U.S.C. Section 1350
31.2 Certification of Registrant's Chief Financial Officer Pursuant
To 18 U.S.C. Section 1350
------------------------------------
* Management contract or compensatory plan or arrangement
** Filed herewith
Consent of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
First Financial Bancorp:
We consent to incorporation by reference in the registration statements (Nos.
33-40954 and 333-29201) on Form S-8 of First Financial Bancorp of our report
dated February 13, 2004, except for Note 25 which is as of March 25, 2004,
relating to the consolidated balance sheets of First Financial Bancorp and
subsidiaries as of December 31, 2003 and 2002, and the related consolidated
statements of income, stockholders' equity and comprehensive income, and cash
flows for each of the years in the three-year period ended December 31, 2003,
which report appears in the December 31, 2003 annual report on Form 10-K of
First Financial Bancorp. Such report reflects the adoption of Statement of
Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation,
under the prospective method of adoption as of January 1, 2003.
/s/ KPMG LLP
Sacramento, California
April 12, 2004