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): August 8, 2003
First
Commonwealth Financial
Corporation
(Exact name of
registrant as specified in its charter)
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Pennsylvania |
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0-11242 |
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25-1428528 |
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(State or
other jurisdiction |
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(Commission |
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(IRS Employer |
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22 N. Sixth Street, Indiana, PA |
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15701 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant's telephone
number, including area code: (724) 349-7220
Item 5.
OTHER EVENTS
On August 8, the registrant entered into a
definitive agreement to acquire Pittsburgh Financial Corp. ("PFC") a
financial holding company headquartered near Pittsburgh, in Wexford,
Pennsylvania. Pittsburgh Financial
Corp. is the parent company of BankPittsburgh with total assets of $376
million, deposits of $182 million and equity of nearly $23 million at June 30,
2003. BankPittsburgh is a state
chartered stock savings bank headquartered in Pittsburgh, Pennsylvania which
conducts business from seven offices in Allegheny (6) and Butler (1) counties
and one loan production office in downtown Pittsburgh. PFC also offers residential and commercial
mortgage settlement services through Pinnacle Settlement Group LLC, an 80%
owned subsidiary. Pittsburgh Financial
Corp. shares are traded on the NASDAQ National Market System under the symbol
"PHFC".
Under terms of the agreement, the shareholders of Pittsburgh Financial Corp.
can elect to receive $20.00 in cash or an equivalent value of the registrant's
common stock for each PFC share owned, subject to proration as provided in the
definitive agreement to ensure that 40% of the aggregate merger consideration
will be paid in cash and 60% in First Commonwealth common stock. The transaction is subject to all required
regulatory approvals and the approval of PFC shareholders. The definitive agreement was unanimously
approved by the Boards of Directors of both organizations. The transaction has a current market value
of $28.4 million and is expected to be completed by the end of 2003.
On a pro-forma basis, as of June 30, 2003, the registrant would have assets of
approximately $5.2 billion, total equity of $424 million and market
capitalization of $765 million.
Item 7(c) EXHIBITS
Exhibit 2 Plan of Acquisition
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, thereunto duly authorized.
Dated: August 11, 2003
FIRST
COMMONWEALTH FINANCIAL CORPORATION
By: /S/JOHN J.
DOLAN
John J. Dolan
Executive Vice President and
Chief Financial Officer