Unassociated Document
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): May 27, 2009
FIRST
FINANCIAL BANCORP.
(Exact
name of registrant as specified in its charter)
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Ohio
(State
or other jurisdiction
of
incorporation)
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0-12379
(Commission
File Number)
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31-1042001
(IRS
Employer
Identification
No.)
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4000
Smith Road
Cincinnati,
Ohio
(Address
of principal executive offices)
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45209
(Zip
Code)
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Registrant’s
telephone number, including area code: (513) 979-5837
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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Form
8-K
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First
Financial Bancorp.
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Item 1.01. Entry into a Material
Definitive Agreement
Amendment to Purchase and Assumption
Agreement
On May
27, 2009, First Financial Bank, N.A. (the “Bank”), the wholly owned subsidiary
of First Financial Bancorp. (the “Company”), Peoples Community Bank (“Peoples”),
and Peoples Community Bancorp, Inc. (“PCB”), amended the Purchase and Assumption
Agreement originally dated May 15, 2009 (the “Agreement”), to modify certain
terms of the Agreement (the “Amendment”). Pursuant to the Agreement,
the Bank is to acquire approximately $310 million of deposits and 17 bank
branches from Peoples (the “Branch Acquisition”). In addition, the Bank will
also receive approximately $260 million of certain performing branch-based
business and consumer loans.
The
parties entered into the Amendment following the receipt by Peoples of an
unsolicited non-binding offer to purchase the same 17 branch offices,
substantially the same loans and other assets and to
assume substantially the same deposit liabilities as are
contemplated by the Agreement. Such non-binding offer provided
for a 5% deposit premium. Pursuant to the Amendment, the Bank agreed
to increase the deposit premium from 4.0% to 5.0% and the minimum aggregate
amount of loans to be assumed from $225 million to $250 million. The
Amendment also (i) increases the termination fee which is payable by Peoples to
the Bank under certain circumstances from $1 million to $2 million, (ii) permits
the Bank to seek actual damages from Peoples in excess of the termination fee,
and (iii) provides for the removal of a provision of the Agreement which
gave Peoples added flexibility to negotiate or otherwise explore unsolicited
third party acquisition proposals for the assets and liabilities being
sold pursuant to the Agreement.
The
Amendment results in an increase in the estimated purchase price from $12.4
million to $15.5 million. The other material terms of the Agreement
remain unchanged by the Amendment.
The
Branch Acquisition, which is expected to close early in the third quarter of
this year, has received approvals from the Boards of Directors of the Bank,
Peoples and PCB. The Branch Acquisition by the Bank remains subject to
regulatory approval and other customary closing conditions.
The
foregoing description of the Amendment does not purport to be complete and is
qualified in its entirety by reference to the Amendment, which is filed as
Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated into
this report by reference.
Certain
statements contained in this Current Report on Form 8-K may be deemed to be
forward-looking statements under federal securities laws and the Company intends
that such forward-looking statements be subject to the safe-harbor created
thereby. The Company cautions that these statements are qualified by important
factors that could cause actual results to differ materially from those
reflected by the forward-looking statements. Additional information on these and
other factors is contained in the Company’s Securities and Exchange Commission
filings. The Company assumes no, and hereby disclaims any, obligation to update
the forward-looking statements contained in this Current Report on Form
8-K.
Item 9.01 Financial
Statements and Exhibits
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(a)
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Financial
Statements of Businesses Acquired. Not applicable
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(b)
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Pro
Forma Financial Information. Not Applicable
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(c)
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Shell
Company Transactions: Not Applicable
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(d)
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Exhibits.
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Exhibit
No.
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Description
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Amendment
No. 1 to Purchase and Assumption Agreement dated as of May 27, 2009, by
and among First Financial Bank, N.A, Peoples Community Bank and Peoples
Community Bancorp, Inc.
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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.
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FIRST
FINANCIAL BANCORP.
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By:
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/s/ J. Franklin Hall
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J.
Franklin Hall
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Executive
Vice President and
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Chief
Financial Officer
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Date: May
29, 2009
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Form
8-K
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First
Financial Bancorp.
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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Amendment
No. 1 to Purchase and Assumption Agreement dated as of May 27, 2009, by
and among First Financial Bank, N.A, Peoples Community Bank and Peoples
Community Bancorp, Inc.
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