SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment Number 6)
First Financial Bancorp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
320209109
(CUSIP Number)
December 31, 2004
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see Notes).
SCHEDULE 13G
CUSIP No. 320209109
1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(Entities Only)
First Financial Bancorp.
I.R.S. ID No. 31-1042001
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Ohio
5. Sole Voting Power
8,322,354
Number of Shares
Beneficially Owned 6. Shared Voting Power
by Each 0
Reporting
Person with: 7. Sole Dispositive Power
2,268,130
8. Shared Dispositive Power
5,720,731
9. Aggregate Amount Beneficially Owned By Each Reporting Person
8,381,730
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9) 18.11%
12. Type of Reporting Person
HC
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SCHEDULE 13G
CUSIP No. 320209109
1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(Entities Only)
First Financial Bank, N.A.
I.R.S. ID No. 31-0308605
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
5. Sole Voting Power
8,092,899
Number of Shares
Beneficially Owned 6. Shared Voting Power
by Each 0
Reporting
Person with: 7. Sole Dispositive Power
2,105,799
8. Shared Dispositive Power
5,653,607
9. Aggregate Amount Beneficially Owned By Each Reporting Person
8,152,275
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9) 17.617%
12. Type of Reporting Person
BK
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Item 1(a) Name of Issuer:
First Financial Bancorp.
Item 1(b) Address of Issuer's Principal Executive Offices:
300 High Street
Hamilton, Ohio 45011
Item 2(a) Name of Person(s) Filing:
First Financial Bancorp.
First Financial Bank, N.A.
Item 2(b) Address of Principal Business Office:
300 High Street
Hamilton, Ohio 45011
Item 2(c) Citizenship:
Ohio
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
320209109
Item 3 If this statement is filed pursuant to Sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether filing person(s) is (are):
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [x] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Inurance company as defined in Section 3(a)(19) of the Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(e) [ ] Investment adviser registered under Section 203 of the Investment
Advisers Act of 1940.
(f) [ ] Employee benefit plan, pension fund which is subject to provisions
of Employee Retirement Income Security Act of 1974 or
endowment fund; see Rule 13d-1(b)(1)(ii)(F).
(g) [x] Parent Holding Company in accordance with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] Savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act
(i) [ ] a church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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Item 4 Ownership
(a) Amount Beneficially Owned: 8,381,730
(b) Percent of Class: 18.11%
(c) Number of Shares as to which First Financial Bancorp. has:
(i) Sole power to vote or direct the vote: 8,322,354
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 2,268,130
(iv) Shared power to dispose or to direct the disposition of: 5,720,731
Number of Shares as to which First Financial Bank, N.A. has:
(i) Sole power to vote or direct the vote: 8,092,899
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 2,105,799
(iv) Shared power to dispose or to direct the disposition of: 5,653,607
Item 5 Ownership of Five Percent or Less of a Class
N/A
Item 6 Ownership of More than Five Percent on Behalf of Another Person
The securities covered by this Schedule are held in trust, agency or
custodial capacities by First Financial Bank, N.A. and two additional
wholly owned bank subsidiaries of First Financial Bancorp. The two
additional bank subsidiaries each hold less than one percent of the
shares of First Financial Bancorp. To their knowledge, no person has
the right to direct the receipt of dividends from, or the proceeds
from the sale of, more than five percent of such securities.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company
First Financial Bancorp. is a parent holding company in accordance
with Rule 13d-1(b)(1)(ii)(G); First Financial Bank, N.A., its wholly
owned subsidiary, is a Bank, as defined in Section 3(a)(6) of the Act.
See Exhibit 1.
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Item 8 Identification and Classification of Members of the Group
N/A
Item 9 Dissolution of Group
N/A
Item 10 Certification
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, it is hereby certified that the information set forth in this
statement is true, complete and correct.
Date: January 14, 2005 First Financial Bancorp.
By: /s/ C. Douglas Lefferson
----------------------------------------
C. Douglas Lefferson
Executive Vice President and
Chief Financial Officer
First Financial Bank, N.A.
By: /s/ Mark W. Immelt
------------------------------------------
Mark W. Immelt
President and Chief Executive Officer
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EXHIBIT 1
Identification of Subsidiary Item 3 Classification
First Financial Bancorp. Parent Holding Company in accordance with Rule
13d-1(b)(1)(ii)(G)
First Financial Bank, N.A. Bank as defined in Section 3(a)(6) of the Act
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