-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FiUgHeiC6tPsSbqgABuYmtbwjQ8t1LyTdOCRYrEpiMveJ8ua8ZrhgUOGQ/pL5JSg bpimsSlusncpveHVv9ShHQ== 0001092306-04-000694.txt : 20040910 0001092306-04-000694.hdr.sgml : 20040910 20040910132651 ACCESSION NUMBER: 0001092306-04-000694 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040910 DATE AS OF CHANGE: 20040910 EFFECTIVENESS DATE: 20040910 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST FINANCIAL BANCORP /CA/ CENTRAL INDEX KEY: 0000729502 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 942822858 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-16579 FILM NUMBER: 041024590 BUSINESS ADDRESS: STREET 1: 701 S HAM LN CITY: LODI STATE: CA ZIP: 95242 BUSINESS PHONE: 2093672000 MAIL ADDRESS: STREET 1: 701 S HAM LANE CITY: LODI STATE: CA ZIP: 95242 DEFA14A 1 form8k091004.txt FORM 8-K DATED 09-07-04 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 2 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. 3 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 4 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 5 EX-99.1 2 ex99-1.txt PRESS RELEASE EXHIBIT 99.1 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. -----END PRIVACY-ENHANCED MESSAGE-----