ITEM 1. BUSINESS.
FIRST FINANCIAL BANCORP.
First Financial Bancorp., an Ohio corporation (Bancorp), is a bank and savings and loan holding company that engages in the business of commercial banking, and other permissible activities closely related to banking, through fourteen wholly owned subsidiaries: First National Bank of Southwestern Ohio (First Southwestern), Van Wert National Bank (Van Wert National), Bright National Bank (Bright National), all national banking associations, Citizens Commercial Bank & Trust Company (Citizens Commercial), Clyde Savings Bank Company (Clyde), both Ohio banking corporations, Union Trust Bank (Union Trust), Indiana Lawrence Bank (Indiana Lawrence), Citizens First State Bank (Citizens First), Union Bank & Trust Company (Union Bank), Peoples Bank and Trust Company (Peoples Bank), and Farmers State Bank (Farmers), all Indiana banking corporations, Fidelity Federal Savings Bank (Fidelity Federal), and Home Federal Bank, A Federal Savings Bank (Home Federal), both federal savings banks. First Finance Mortgage Company of Southwestern Ohio (First Finance), is Bancorp's only finance company. Bancorp provides management and similar services for its fourteen subsidiary financial institutions. Since it does not itself conduct any operating businesses, Bancorp must depend largely upon its fourteen subsidiaries for funds with which to pay the expenses of its operation and, to the extent applicable, any dividends on its outstanding shares of stock. For further information see Note 6 of the Notes to Consolidated Financial Statements appearing on page 37 of Bancorp's Annual Report to Shareholders, which is incorporated by reference in response to this item.
Bancorp was formed in 1982 for the purpose of becoming the parent holding company of First Southwestern. For additional information, please see "Subsidiaries" on page.
Bancorp is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. Bancorp is also a savings and loan holding company under the savings and loan holding company provisions of the Home Owners' Loan Act of 1933, as amended by the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA). As such, Bancorp is subject to strict regulation regarding the acquisition of additional financial institutions and the conduct, through subsidiaries, of non-banking activities (see "Regulation" on page).
Bancorp faces strong competition from both financial institutions and other non-financial organizations. Its competitors include local and regional financial institutions, savings and loans, and bank holding companies, as well as some of the largest banking organizations in the United States. In addition, other types of financial institutions, such as credit unions, also offer a wide range of loan and deposit services that are directly competitive with those offered by Bancorp's subsidiaries. The consumer is also served by brokerage firms and mutual funds that provide checking services, credit cards, and other services similar to those offered by Bancorp's subsidiaries. Major stores compete for loans by offering credit cards and retail installment contracts. It is anticipated that competition from entities other than financial institutions will continue to grow.
The range of banking services provided by Bancorp's subsidiaries to their customers includes commercial lending, real estate lending, consumer credit, credit card, and other personal loan financing. Fidelity Federal and Home Federal are full service savings banks with their primary business being the promotion of thrift through the solicitation of savings accounts from the general public and the promotion of home ownership through the granting of mortgage loans,
primarily to finance the purchase, construction, and improvement of residential real estate. First Southwestern, Citizens Commercial, Van Wert National, Citizens First, Clyde, and Bright National also offer lease financing. In addition, the institutions offer deposit services that include interest-bearing and noninterest-bearing deposit accounts and time deposits. Most subsidiaries provide safe deposit facilities. A full range of trust and asset management services is provided by Bancorp's subsidiaries, excluding the savings banks and the finance company. Each subsidiary retains its local identity and operates under the direction of its own board of directors and officers.
Bancorp and its subsidiaries operate in one business segment--the financial institutions industry. Foreign transactions are nominal. Information regarding statistical disclosure required by Industry Guide 3 is included in Bancorp's Annual Report to Shareholders for the year ended December 31, 1996, and is incorporated herein by reference.
At December 31, 1996, Bancorp and its subsidiaries employed 1,315 employees.
Bancorp's executive office is located at 300 High Street, Hamilton, Ohio 45011, and its telephone number is (513) 867-4700.
SUBSIDIARIES
First Southwestern was formed as the result of a consolidation of the First National Bank and Trust Company of Hamilton and the First National Bank of Middletown in 1980. On April 26, 1983, Bancorp acquired all of the outstanding capital stock of First Southwestern. At December 31, 1996, First Southwestern had 31 offices located in Butler, Warren, Preble, and Hamilton Counties in Ohio with total deposits of $745 million. First Southwestern has a total of 30 automated teller machines (ATM) of which five ATM's are at sites other than branches.
Bancorp acquired 100% of the outstanding stock of Citizens Commercial on April 29, 1983. Citizens Commercial operates five offices and three ATM's in Mercer County, Ohio (one of which is at a site other than a branch) and had deposits of $174 million at December 31, 1996.
On July 31, 1988, NB Banc Corp, the parent holding company of Van Wert National, merged into and out of existence with Bancorp leaving Van Wert National as a wholly owned subsidiary of Bancorp. Van Wert National operates five offices and has two ATM's in Van Wert County, Ohio with deposits of $101 million at December 31, 1996.
Union Trust merged with Bancorp on September 1, 1989, as a wholly owned subsidiary. Union Trust has one ATM and operates two offices in Randolph County, Indiana and had $40 million in deposits on December 31, 1996.
On September 1, 1989, ILB Financial Corp. was merged into and out of existence with Bancorp. ILB Financial Corp. was the one bank holding company of Indiana Lawrence. This merger resulted in Indiana Lawrence becoming a wholly owned subsidiary of Bancorp. In April 1996, Bancorp's new affiliate, Farmers & Merchants Bank of Rochester, Rochester, Indiana was merged with Indiana Lawrence. As of December 31, 1996, Indiana Lawrence had deposits of $139 million, two ATM's, of which one is at a remote site, and operated five offices in Wabash County, Indiana and three offices in Fulton County, Indiana.
Fidelity Federal merged with Bancorp on September 21, 1990 as a wholly owned subsidiary. Fidelity Federal operates three offices in Grant County, Indiana and has one ATM. Total deposits at December 31, 1996 were $61 million.
Citizens First joined Bancorp on October 1, 1990 as two separate entities, Trustcorp Bank, Hartford City, and Trustcorp Bank, Dunkirk. These two entities were purchased from Society Corporation for cash. On that same date, Trustcorp Bank, Hartford City was renamed Citizens First State Bank of Hartford City and Trustcorp Bank, Dunkirk was renamed Citizens First State Bank of Dunkirk. On July 1, 1991, those two banks merged to become one wholly owned subsidiary of Bancorp. Citizens First operates four offices in Blackford County, Indiana, one office in Jay County, Indiana, and one office in Delaware County, Indiana. Citizens First has four ATM's of which one is at a site other than branches, and had total deposits of $89 million at December 31, 1996.
Bancorp purchased Home Federal on October 1, 1991. In November, 1995, Home Federal and Fayette Federal combined operations, with Fayette Federal operating as a division of Home Federal. Home Federal operates five offices in Butler County, Ohio, two offices in Hamilton County, Ohio, one office in Fayette County, Indiana and one office in Franklin County, Indiana, with total deposits of $234 million at December 31, 1996. Home Federal has six ATM's of which three are at sites other than branches.
On January 4, 1993, Jennings Union Bankcorp, the parent holding company of Union Bank, merged into and out of existence with Bancorp leaving Union Bank as a wholly owned subsidiary of Bancorp. Union Bank operates two offices in Jennings County, Indiana with total deposits at December 31, 1996 of $78 million. Union Bank has two ATM's, both of which are at sites other than branches.
On June 1, 1994, First Clyde Banc Corp., the parent holding company of Clyde, merged into and out of existence with Bancorp leaving Clyde as a wholly owned subsidiary of Bancorp. Clyde operates two offices and one ATM in Sandusky County in Ohio, with $59 million in total deposits as of December 31, 1996.
On July 16, 1995, Peoples Bank and Trust Company merged with Bancorp. Located in Sunman, Indiana, Peoples Bank operates one office in Ripley County, Indiana with total deposits of $46 million at December 31, 1996.
On October 1, 1995, Bright Financial Services, Inc., Flora, Indiana merged with and into Bancorp leaving its subsidiary, Bright National Bank, as a wholly owned Bancorp subsidiary. With deposits at December 31, 1996 of $116 million, Bright National operates four offices in Carroll County, Indiana, two offices in Tippecanoe County, Indiana and one office in Clinton County, Indiana. Bright National has six ATM's.
First Finance Mortgage Company of Southwestern Ohio, Inc. (First Finance) began full operations on May 8, 1996. First Finance, incorporated and wholly owned by Bancorp, is a retail finance company and operates from an office in Fairfield, Ohio.
Bancorp purchased Farmers State Bancorp, Liberty, Indiana, on December 1, 1996. Farmers State Bancorp was dissolved, leaving its only subsidiary, Farmers State Bank, (Farmers) as a
wholly owned Bancorp subsidiary. Farmers operates two offices in Union County, Indiana and four offices in Rush County, Indiana. At December 31, 1996, Farmers had total deposits of $55 million and has 1 ATM location.
REGULATION
First Southwestern, Van Wert National and Bright National, as national banking associations, are subject to supervision and regular examination by the Comptroller of the Currency. Citizens Commercial and Clyde, as Ohio state chartered banks, are subject to supervision and regular examination by the Superintendent of Banks of the State of Ohio. First Southwestern, Citizens Commercial, Van Wert National, Clyde, Peoples Bank and Bright National are members of the Federal Reserve System and, as such, are subject to the applicable provisions of the Federal Reserve Act. Citizens Commercial is also subject to regular examination by the Federal Reserve System. Union Trust, Indiana Lawrence, Citizens First, Union Bank, Peoples Bank and Farmers, as Indiana state chartered banks, are subject to supervision and regular examination by the Indiana Department of Financial Institutions. Fidelity Federal and Home Federal, as federal savings banks, are subject to supervision and regular examination by the Office of Thrift Supervision. Since Fidelity Federal is located in Indiana, it is also subject to examination by the Indiana Department of Financial Institutions. First Finance is subject to supervision and regular examinations by the State of Ohio Division of Consumer Finance. All depository institutions are insured by the Federal Deposit Insurance Corporation and are subject to the provisions of the Federal Deposit Insurance Act.
To the extent that the information below consists of summaries of certain statutes or regulations, it is qualified in its entirety by reference to the statutory or regulatory provisions described.
Bancorp is subject to the provisions of the Bank Holding Company Act of 1956, as amended (the Act), which requires a bank holding company to register under the Act and to be subject to supervision and examination by the Board of Governors of the Federal Reserve System. As a bank holding company, Bancorp is required to file with the Board of Governors an annual report and such additional information as the Board of Governors may require pursuant to the Act. The Act requires prior approval by the Board of Governors of the acquisition by a bank holding company, or any subsidiary thereof, of 5% or more of the voting stock or substantially all the assets of any bank within the United States. Prior to the passage of FIRREA, it was not possible for bank holding companies, such as Bancorp, to acquire "healthy" thrift institutions. Although such acquisitions are now authorized, mergers between bank holding companies and thrift institutions must be approved by the Federal Reserve Board and the Office of Thrift Supervision. Once a bank holding company acquires a thrift institution, it is then considered a savings and loan holding company, as well, which is subject to regulation and examination by the Office of Thrift Supervision. As a bank holding company located in the State of Ohio, Bancorp is not permitted to acquire a bank or other financial institution located in another state unless such acquisition is specifically authorized by the statutes of such state, as is the case in Indiana. The Act further provides that the Board of Governors shall not approve any such acquisition that would result in a monopoly or would be in furtherance of any combination or conspiracy to monopolize or attempt to monopolize the business of banking in any part of the United States, or the effect of which may be to substantially lessen competition or to create a monopoly in any section of the country, or that in any other manner would be in restraint of trade, unless the anti-competitive effects of the proposed transaction are clearly outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the community to be served.
The Act also prohibits a bank holding company, with certain exceptions, from acquiring 5% or more of the voting stock of any company that is not a bank and from engaging in any business other than banking or performing services for its banking subsidiaries without the approval of the Board of Governors. In addition, the acquisition of a thrift institution must be approved by the Office of Thrift Supervision pursuant to the savings and loan holding company provisions of the Home Owners' Loan Act of 1933, as amended by FIRREA. The Board of Governors is also authorized to approve, among other things, the ownership of shares by a bank holding company in any company the activities of which the Board of Governors has determined to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. The Board of Governors has, by regulation, determined that certain activities, including mortgage banking, operating small loan companies, factoring, furnishing certain data processing operations, holding or operating properties used by banking subsidiaries or acquired for such future use, providing certain investment and financial advice, leasing (subject to certain conditions) real or personal property, providing management consulting advice to certain depository institutions, providing securities brokerage services, arranging commercial real estate equity financing, underwriting and dealing in government obligations and money market instruments, providing consumer financial counseling, operating a collection agency, owning and operating a savings association, operating a credit bureau and conducting certain real estate investment activities and acting as insurance agent for certain types of insurance, are closely related to banking within the meaning of the Act. It also has determined that certain other activities, including real estate brokerage and syndication, land development, and property management, are not related to credit transactions and are not permissible.
The Act and the regulations of the Board of Governors prohibit a bank holding company and its subsidiaries from engaging in certain tie-in arrangements in connection with any extension of credit, lease or sale of property, or furnishing of services. The Act also imposes certain restrictions upon dealings by affiliated banks with the holding company and among themselves including restrictions on interbank borrowing and upon dealings in respect to the securities or obligations of the holding company or other affiliates.
The earnings of banks, and therefore the earnings of Bancorp (and its subsidiaries), are affected by the policies of regulatory authorities, including the Board of Governors of the Federal Reserve System. An important function of the Federal Reserve Board is to regulate the national supply of bank credit in an effort to prevent recession and to restrain inflation. Among the procedures used to implement these objectives are open market operations in U.S. Government securities, changes in the discount rate on member bank borrowings, and changes in reserve requirements against member bank deposits.
These procedures are used in varying combinations to influence overall growth and distribution of bank loans, investments and deposits, and their use also may affect interest rates charged on loans or paid for deposits.
Monetary policies of the Federal Reserve Board have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. The effect, if any, of such policies upon the future business and earnings of Bancorp cannot accurately be predicted.
Bancorp makes no attempt to predict the effect on its revenues and earnings of changes in general economic, industrial, and international conditions or in legislation and governmental regulations.
ITEM 2.
ITEM 2. PROPERTIES.
The registrant and its subsidiaries operate from 52 offices in Ohio, including Bancorp's executive office in Hamilton, Ohio, and 35 offices in Indiana. Thirty of the offices are located in Butler County, Ohio, of which four branches are built on leased land and there are seven branches wherein the land and building are leased. Excess space in three facilities is leased to third parties. Five offices are located in Mercer County, Ohio, five in Van Wert County, Ohio, three in Preble County, Ohio, three in Warren County, Ohio, three in Hamilton County, Ohio, and two in Sandusky County, Ohio. Five offices are located in Wabash County, Indiana, of which one office is built on leased land with a purchase option on the land. Two offices are in Randolph County, Indiana, three in Grant County, Indiana, one in Jay County, Indiana, four in Blackford County, Indiana, one in Fayette County, Indiana, one in Franklin County, Indiana, two in Jennings County, Indiana, four in Carroll County, Indiana, two in Tippecanoe County, Indiana, three in Fulton, County, Indiana, two in Union County, Indiana, four in Rush County, Indiana, and one in Clinton County, Indiana. One office is located in Delaware County, Indiana, of which both the land and building are leased. All leases are comparable to other leases in the respective market areas and do not contain provisions detrimental to the registrant or its subsidiaries.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
Except for routine litigation incident to their business, the registrant and its subsidiaries are not a party to any material pending legal proceedings and none of their property is the subject of any such proceedings.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to the shareholders during the fourth quarter of 1996.
ADDITIONAL ITEM - EXECUTIVE OFFICERS.
Listed below are the Executive Officers of Bancorp as of December 31, 1996. The Executive Officers will serve until the first meeting of the Board of Directors following the next annual meeting of shareholders, scheduled to be held on April 22, 1997 or until their successors are elected and duly qualified. All Executive Officers are chosen by the Board of Directors by a majority vote.
The following is a brief description of the business experience over the past five years of the individuals named above.
Stanley N. Pontius became Chief Executive Officer of Bancorp in July 1992. Mr. Pontius was Chief Operating Officer from March 1991 until July 1992. Upon joining Bancorp in March, 1991 he assumed the responsibilities of President and Chief Operating Officer, as well as a director. He also became President, Chief Executive Officer, and a director of First Southwestern. Prior to coming to Bancorp, Mr. Pontius served as President and Chief Executive Officer of Bank One, Mansfield, Mansfield, Ohio from 1988 to 1991.
James J. Ashburn retired in the first quarter 1997. He became Senior Vice President of Bancorp on December 30, 1988. He had been Vice President of Bancorp since April 1983. He had served as a Senior Vice President and Senior Trust Officer of First Southwestern for over five years.
Rick L. Blossom became Chief Lending Officer of Bancorp effective January 12, 1996. Mr. Blossom remains Senior Vice President of Bancorp, a position he has held since September 26, 1990. On January 12, 1996, he also became Executive Vice President of First Southwestern, retaining his Chief Lending Officer status. He previously held the title of Senior Vice President/Retail Lending of First Southwestern. On March 4, 1991, he was promoted to Chief Lending Officer of First Southwestern, while retaining his Senior Vice President status. He had served as First Vice President/Retail Lending of First Southwestern since March, 1989.
Michael R. O'Dell became Senior Vice President, Chief Financial Officer and Secretary of Bancorp on January 12, 1996. He had served as Bancorp's Comptroller since December 1994. Mr. O'Dell was also promoted to Senior Vice President and Chief Financial Officer of First Southwestern in January 1996. He had served as First Vice President and Comptroller of First Southwestern since 1991.
Michael T. Riley became Senior Vice President of Bancorp, responsible for communications and public relations, on January 12, 1996. Mr. Riley was also promoted to Senior Vice President of First Southwestern in January 1996, where his duties include marketing, data processing, and operations. He had served as First Vice President of Marketing since 1989.
Brian D. Moriarty became Senior Vice President of Bancorp, responsible for the human resources function, on January 12, 1996. Mr. Moriarty also became Senior Vice President of First Southwestern in January 1996, where he had been First Vice President since 1991.
Joseph M. Gallina became Comptroller of Bancorp effective January 12, 1996. He had served as Bancorp's Auditor since April 1, 1992. Prior to joining Bancorp in 1992, he worked for an international accounting firm and specialized in financial reporting and auditing of financial institutions. On January 12, 1996, Mr. Gallina was also appointed First Vice President of Acocunting and Financial Control of First Southwestern.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.
Bancorp had 4,088 common stock shareholders of record as of March 1, 1997. Bancorp's common equity is listed with the National Association of Securities Dealers, Inc. (NASDAQ) and is traded on the Over-the-Counter Market. The information contained on page 48 of Bancorp's Annual Report to Shareholders for the year ended December 31, 1996 is incorporated herein by reference in response to this item.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
The information contained in Table 1 on page 22 of Bancorp's Annual Report to Shareholders for the year ended December 31, 1996 is incorporated herein by reference in response to this item.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The information contained on pages 21 through 30 of Bancorp's Annual Report to Shareholders for the year ended December 31, 1996 is incorporated herein by reference in response to this item.
The financial and statistical data presented on the following pages, when viewed along with the financial and statistical data presented in pages 21 through 48 of Bancorp's Annual Report to Shareholders, provides a detailed review of Bancorp's business activities.
INVESTMENT PORTFOLIO
At December 31, 1996, Bancorp's investment portfolio included no investments which were not issued by the U.S. Government, its agencies, or corporations and which exceeded ten percent of Bancorp's shareholders' equity.
LOAN PORTFOLIO
The following table shows the composition of Bancorp's loan portfolio at the end of each of the last five years:
NONPERFORMING ASSETS
The accrual of interest on a loan is discontinued and interest collected on such loan is credited to loan principal if, in the opinion of management, full collection of principal is doubtful. The following table summarizes Bancorp's nonaccrual loans, restructured loans, other real estate owned/in-substance foreclosures, and past due loans as of the end of each of the last five years:
As a result of management's continued effort to improve asset quality, OREO and ISF decreased $1,413,000 in 1996, $439,000 in 1995 and $1,557,000 in 1994. While the dollar amount of nonaccrual loans has increased, the percentage of total nonperforming assets to total loans remains lower than historical levels.
POTENTIAL PROBLEM LOANS
At December 31, 1996, Bancorp had $1,195,000 in loans for which payments were presently current, but the borrowers were experiencing financial difficulties. These loans are a combination of commercial, real estate, and installment loans and are not included as part of nonaccrual loans, nor are they included within restructured loans or loans past due 90 days or more and still accruing. However, these loans are subject to constant monitoring by management, and their status is reviewed on a continual basis. These loans were considered by management in determining the adequacy of the recorded allowance for loan losses at December 31, 1996.
LOAN LOSS DATA
ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
The following table shows an allocation of the allowance for loan losses for each of the five years indicated:
DIVIDEND PAYOUT RATIO
The dividend payout ratios for 1996, 1995 and 1994 were 48.1%, 42.5%, and 41.9%, respectively.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated financial statements and report of independent auditors included on pages 31 through 47 of the Annual Report to Shareholders for the year ended December 31, 1996 are incorporated herein by reference.
The Quarterly Financial and Common Stock Data on page 48 of the Annual Report to Shareholders for the year ended December 31, 1996 is incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
No disagreements with accountants on any accounting or financial disclosure occurred during the periods covered by this report.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information called for by Item 10 is contained under "Shareholdings of Directors, Executive Officers, and Nominees for Director" on pages 3 through 5 of Bancorp's Proxy Statement, dated March 17, 1997 with respect to the Annual Meeting of Shareholders to be held on April 22, 1997 which was filed pursuant to Regulation 14(A) of the Securities Exchange Act of 1934 and which is incorporated herein by reference in response to this item.
Reference is also made to "Additional Item - Executive Officers" included in Part I of this Form 10-K in partial response to Item 10.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
The information appearing under "Meetings of the Board of Directors and Committees of the Board" on page 16, "Executive Compensation" on pages 18 through 22, and under "Compensation Committee Report" on pages 24 through 26 of Bancorp's Proxy Statement dated March 17, 1997 is incorporated herein by reference in response to this item.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information appearing under "Shareholdings of Directors, Executive Officers, and Nominees for Director" on pages 3 through 5 of Bancorp's Proxy Statement dated March 17, 1997 is incorporated herein by reference in response to this item.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information appearing in Note 15 of the Notes to Consolidated Financial Statements included on page 44 of Bancorp's Annual Report to Shareholders is incorporated herein by reference in response to this item.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(3) Exhibits:
Exhibit Number -------
(3)a* Articles of Incorporation, revised April 26, 1994 and incorporated herein by reference to Exhibit (3)a to Form 10-K for the year ended December 31, 1994.
(3)b Restated Code of Regulations, revised April 23, 1996.
(10)* First Financial Bancorp. 1991 Stock Incentive Plan, dated September 24, 1991 and incorporated herein by reference to a Registration Statement on Form S-8, Registration No. 33-46819.
(11) Computation of Consolidated Net Earnings Per Share for the Year Ended December 31, 1996, 1995 and 1994.
(13) Registrant's annual report to security holders for the year ended December 31, 1996.
(22) First Financial Bancorp. Subsidiaries.
(23) Consent of Ernst & Young LLP, Independent Auditors.
(b) Reports on Form 8-K:
During the fourth quarter of the year ended December 31, 1996, the registrant did not file any reports on Form 8-K.
- -------------------------------------------------------------------------------- *COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SHAREHOLDERS MAY OBTAIN A COPY OF ANY EXHIBIT, UPON PAYMENT OF REPRODUCTION COSTS, BY WRITING JOSEPH M. GALLINA, COMPTROLLER, FIRST FINANCIAL BANCORP, 2 NORTH MAIN STREET, MIDDLETOWN, OHIO, 45042.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
FIRST FINANCIAL BANCORP.
By: /s/ Stanley N. Pontius ----------------------------------- Stanley N. Pontius, Director President and Chief Executive Officer
Date 3/19/97 ----------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Richard J. Fitton /s/ Michael R. O'Dell - -------------------------------------- ---------------------------------- Richard J. Fitton, Director Michael R. O'Dell, Chairman of the Board Senior Vice President, Chief Financial Officer, and Secretary
Date 3/19/97 Date 3/19/97
---------------------------------- ------------------------------
/s/ Stanley N. Pontius /s/ Charles T. Koehler - -------------------------------------- ---------------------------------- Stanley N. Pontius, Director Charles T. Koehler, Director President and Chief Executive Officer
Date 3/19/97 Date 3/11/97 ---------------------------------- ------------------------------
/s/ Carl R. Fiora /s/ Lauren N. Patch - -------------------------------------- ---------------------------------- Carl R. Fiora, Director Lauren N. Patch, Director
Date 3/11/97 Date 3/10/97 ---------------------------------- ------------------------------
/s/ Don M. Cisle /s/ Thomas C. Blake - -------------------------------------- ---------------------------------- Don M. Cisle, Director Thomas C. Blake, Director
Date 3/10/97 Date 3/11/97 ---------------------------------- ------------------------------
SIGNATURES (CONT'D)
/s/ Barry S. Porter /s/ F. Elden Houts - -------------------------------------- ---------------------------------- Barry S. Porter, Director F. Elden Houts, Director
Date 3/10/97 Date 3/18/97 ---------------------------------- ------------------------------
/s/ Murph Knapke /s/ Joseph M. Gallina - -------------------------------------- ---------------------------------- Murph Knapke, Director Joseph M. Gallina, Comptroller
Date 3/18/97 Date 3/10/97 ---------------------------------- ------------------------------