-----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, O6PH4kqQZq6EDM28P+ht+raCCQU7DzrNRZGuCtxgmXtng/h+mNbiU+/sE/UpV/4L NpKzqfiAqjKqIe0bZijkpA== 0001157523-04-006643.txt : 20040722 0001157523-04-006643.hdr.sgml : 20040722 20040722060223 ACCESSION NUMBER: 0001157523-04-006643 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040722 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-16579 FILM NUMBER: 04925416 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 10-K/A 1 a4685095.txt FIRST FINANCIAL BANCORP 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 -----END PRIVACY-ENHANCED MESSAGE-----