AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON January 6, 2004
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
First Commonwealth Financial Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania 6021 25-1428528
------------ ---- ----------
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
Old Courthouse Square
22 North Sixth Street
Indiana, PA 15701
(724) 349-7220
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
David R. Tomb, Jr., Esq.
Senior Vice President
First Commonwealth Financial Corporation
22 North Sixth Street
Indiana, Pennsylvania 15701
(724) 349-7220
(Name, address, including zip code and telephone number,
including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effectiveness of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [X]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
Registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Proposed Proposed
maximum maximum Amount of
Title of each class of Amount to offering price aggregate registration
securities to be registered be registered per share (1) offering price fee
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Common stock, $1.00 par value 3,000,000 shares $14.26 $42,780,000 $3,461
======================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act. The proposed maximum offering
price per share is based upon the average of the high and low prices per share
of the common stock as quoted on the New York Stock Exchange on December 31,
2003 (within 5 business days prior to filing this registration statement).
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[FIRST COMMONWEALTH LETTERHEAD]
PROSPECTUS
FIRST COMMONWEALTH STOCK DIRECT
A DIRECT PURCHASE & SALE PLAN FOR THE COMMON SHARES
OF FIRST COMMONWEALTH FINANCIAL CORPORATION
This prospectus describes First Commonwealth Stock Direct (which we refer to as
the "Plan"), the direct stock purchase and dividend reinvestment plan of First
Commonwealth Financial Corporation. The Plan provides both directly registered
shareholders and interested first-time investors with an affordable alternative
for buying, holding and selling shares of our stock. The Plan is administered by
The Bank of New York (the "Bank"), our transfer agent.
First Commonwealth Stock Direct offers you the opportunity to:
- PURCHASE SHARES - Buy shares of our stock conveniently and economically
through reinvestment of dividends and/or optional cash investments for
directly registered shareholders (holding an active shareholder account
directly registered with The Bank of New York). The Plan also offers
first-time investors (investors who are opening a new directly,
registered account) the opportunity to make their initial purchase
directly through the Plan.
- REINVEST DIVIDENDS - Reinvest all or a portion of cash dividends paid
on our stock to purchase additional shares of our stock. Currently, a
10% discount on the fair market price is offered on shares purchased
with reinvested dividends only.
- CHOOSE FORM OF OWNERSHIP - In lieu of issuing stock certificates, each
participant's ownership will be recorded in "book entry" form (shares
electronically held within the participant's account). Participants
will receive timely statements and confirmation reflecting their
transaction history. However, the issuance of physical certificates may
be requested at any time from The Bank of New York via a toll-free
number, website or by mail.
- DEPOSIT STOCK CERTIFICATES - Plan participants may directly deposit
stock certificates into the Plan for credit in book-entry form.
- SELL SHARES - Sell all or a portion of your First Commonwealth shares
that are held through the Plan directly without having to issue a
certificate.
- SAVE ON COMMISSIONS AND/OR FEES (SOME EXCEPTIONS APPLY) - We will pay
all commission and service fees on purchases made with reinvested
dividends and optional cash payments for current, directly registered
participants. We will also pay broker's commission fees on purchases
made by first-time investors, but there is an initial set-up fee
charged by The Bank of New York. There are also fees associated with
utilizing certain Plan features. The fees are set forth on page 18,
"Cost to Participants."
- TRANSFER SHARES - You may transfer shares held in your account to
another person without charge.
Our common stock is listed and traded on the New York Stock Exchange under the
symbol "FCF."
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
These securities are not savings accounts, but are unsecured obligations of
First Commonwealth Financial Corporation. These securities are not insured by
the Federal Deposit Insurance Corporation or any other governmental agency.
This prospectus is dated January 6, 2004.
FIRST COMMONWEALTH STOCK DIRECT - A DIRECT PURCHASE & SALE PLAN FOR THE COMMON
SHARES OF FIRST COMMONWEALTH FINANCIAL CORPORATION
TABLE OF CONTENTS
PAGE
PROSPECTUS/COMPANY INFORMATION 3-4
SUMMARY OF THE PLAN:
ELIGIBILITY/ENROLLMENT 4
PURCHASES 5
DEPOSIT OF CERTIFICATES 5
SELLING/TRANSFERRING SHARES 5
PLAN COSTS 5
FREQUENTLY ASKED QUESTIONS/ANSWERS ON:
ENROLLMENT 5
DIVIDEND REINVESTMENT 6
OPTIONAL/FIRST-TIME CASH INVESTMENTS. 7
FEES 7
AUTOMATED MONTHLY INVESTMENTS 7
HOW SHARES ARE PURCHASED 8
INFORMATION-STATEMENTS 8
DEPOSIT OF CERTIFICATES 9
SELLING SHARES 9
HOW SHARES ARE SOLD 10
STOCK CERTIFICATE ISSUANCE 10
TRANSFERRING SHARES 10
TERMINATING PARTICIPATION 10
OTHER MATTERS
RIGHTS OFFERING 10
STOCK SPLITS 11
VOTING AT SHAREHOLDERS MEETINGS 11
HOW TO CONTACT THE BANK OF NEW YORK 11
USE OF PROCEEDS 12
PLAN OF DISTRIBUTION 12
VALIDITY OF SECURITIES 12
FORWARD-LOOKING STATEMENTS 12
INDEMNIFICATION 13
TERMS/CONDITIONS OF THE PLAN 14-17
COST TO PARTICIPANTS 18
2
ABOUT THIS PROSPECTUS
This document is called a prospectus and is part of a registration statement
that we filed with the Securities and Exchange Commission (which we refer to as
the "SEC") relating to the shares of our common stock offered. This prospectus
does not include all of the information in the registration statement and
provides you with a general description of the securities offered and the Plan.
The registration statement containing this prospectus, including exhibits to the
registration statement, provides additional information about us, the Plan and
the securities offered. The registration statement can be read at the SEC web
site or at the SEC offices mentioned under the heading "Where You Can Find More
Information."
When acquiring any securities discussed in this prospectus, you should rely only
on the information provided in this prospectus, including the information
incorporated by reference. We have not authorized anyone to provide you with
different information. We are not offering the securities in any state or
jurisdiction where the offer is prohibited. You should not assume that the
information in this prospectus or any document incorporated by reference is
truthful or complete at any date other than the date mentioned on the cover page
of these documents.
Unless otherwise mentioned or unless the context requires otherwise, all
references in this prospectus to "First Commonwealth," "we," "us," "our" or
similar references mean First Commonwealth Financial Corporation and its
subsidiaries; and all references in this prospectus to "stock," "our stock" or
"your stock" refer to our common stock.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. In
addition, our SEC filings are available to the public at the SEC's web site at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this prospectus the
information in documents we file with it. This means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus and should be read with the same care. When we update the information
contained in documents that have been incorporated by reference by making future
filings with the SEC, the information incorporated by reference in this
prospectus is considered to be updated automatically and superseded. In other
words, in the case of a conflict or inconsistency between information contained
in this prospectus and information incorporated by reference into this
prospectus, you should rely on the information contained in the document that
was filed later. We incorporate by reference the documents listed below and any
documents we file with the SEC in the future under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until our offering is completed,
except that we are not incorporating by reference any document or information
that is only "furnished" to the SEC or that is otherwise not deemed to be filed
with the SEC under those sections.
- Annual Report on Form 10-K for the year ended December 31, 2002;
- Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003,
June 30, 2003 and September 30, 2003;
- Current Reports on Form 8-K filed April 17, 2003, July 17, 2003, July
29, 2003, August 12, 2003, October 23, 2003, December 5, 2003 and
December 11, 2003;
- The description of our common stock set forth in our Registration
Statement filed pursuant to Section 12 of the Exchange Act, and any
amendment or report filed for the purpose of updating any such
description.
3
ABOUT FIRST COMMONWEALTH
First Commonwealth is a Pennsylvania corporation and a registered bank
holding company engaged in the retail banking business through its wholly-owned
subsidiary, First Commonwealth Bank, and offers personal financial planning,
employee benefit services and investment and insurance products through its
wholly owned subsidiaries First Commonwealth Financial Advisors, First
Commonwealth Trust Company and First Commonwealth Insurance Agency. First
Commonwealth also owns 50% of Commonwealth Trust Credit Life Insurance Company,
which provides reinsurance for credit life and credit accident and health
insurance sold by First Commonwealth Insurance Agency and the insurance agency
subsidiary of the other 50% owner of Commonwealth Trust Credit Life Insurance
Company. As of September 30, 2003, First Commonwealth had consolidated total
assets of $4.8 billion, deposits of $3.2 billion and shareholders' equity of
$410 million.
First Commonwealth Bank is a Pennsylvania-chartered banking corporation
headquartered in Indiana, Pennsylvania. First Commonwealth Bank conducts
business through 93 community banking offices in the counties of Allegheny,
Armstrong, Beaver, Bedford, Blair, Butler, Cambria, Centre, Clearfield, Elk,
Huntingdon, Indiana, Jefferson, Lawrence, Somerset, Washington, and
Westmoreland, Pennsylvania. First Commonwealth Bank offers a full range of
financial services including such general retail banking services as demand,
savings and time deposits and mortgage, consumer installment and commercial
loans.
Recent Developments
In the Corporation's Form 10-Q dated September 30, 2003, the Corporation
disclosed that it had and has automobile leases that might not qualify as
financing leases pursuant to the recently released SEC Staff Interpretation
Topic D-107, and that the Corporation was in process of analyzing the impact of
the Staff Interpretation. The Corporation has subsequently determined that Topic
D-107 will apply. Management is in the process of determining the effects of
applying the Staff Interpretation to its leases. If the Corporation determines
that the effects on the financial statements are material, the Corporation will
restate prior period financial statements, as permitted, not later than the
fiscal quarter beginning January 1, 2004.
SUMMARY OF THE PLAN
The following Summary of the Plan and Frequently Asked Questions and Answers may
not contain all the information that may be important to you. You should read
the entire prospectus carefully. The Terms and Conditions of the Plan and Fee
Schedule are at the end of this prospectus. The Terms and Conditions of the Plan
are subject to change without notice, and we reserve the right to modify the
Plan at any time, including the right to terminate the Plan upon thirty (30)
days notice to Plan participants. We intend the Plan to be for the benefit of
long-term investors, and not individuals or institutions that engage in
transactional profit activities or excessive joining and terminations, and we
reserve the right to restrict, prohibit or terminate individual participation of
shareholders who are not acting in accordance with the purpose of the Plan.
ELIGIBILITY AND ENROLLMENT
To be eligible to enroll in the Plan, you must already own shares of our stock
held in a directly registered shareholder account with The Bank of New York.
First-time investors (those who do not have a directly registered account) may
enroll by making an initial purchase directly through the Plan, or by
transferring one or more shares from another account into a directly registered
account with The Bank of New York (see "How Do I Enroll in the Plan?" on page
5).
TO RECEIVE A PLAN ENROLLMENT FORM OR ADDITIONAL COPIES OF THIS PROSPECTUS,
PLEASE CONTACT THE BANK OF NEW YORK, OUR TRANSFER AGENT AND ADMINISTRATOR OF THE
PLAN AS FOLLOWS:
TELEPHONE: 1-800-524-4458
INTERNET: www.stockbny.com (to download a copy of this
prospectus and/or Plan Enrollment Form).
THIS URL IS AN INACTIVE TEXTUAL REFERENCE AND IS NOT INTENDED
TO INCORPORATE ANY CONTENT OF THE BANK OF NEW YORK'S WEBSITE
INTO THIS PROSPECTUS.
MAIL: The Bank of New York
Investor Relations Department
Church Street Station
PO Box 11258
New York NY 10286-1258
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CURRENT PARTICIPANTS
ALL PARTICIPANTS CURRENTLY ENROLLED IN FIRST COMMONWEALTH FINANCIAL CORPORATION
BUYDIRECTSM HAVE AUTOMATICALLY BEEN ENROLLED IN THE NEW PLAN. CURRENT
PARTICIPANTS NEED NOT RETURN ANOTHER ENROLLMENT FORM UNLESS THEY WISH TO MAKE A
CHANGE IN THEIR PARTICIPATION ELECTION.
PURCHASES (THROUGH REINVESTMENT OF DIVIDENDS, OPTIONAL CASH INVESTMENT,
FIRST-TIME INVESTMENT) Once enrolled in the Plan, you can reinvest cash
dividends and/or make optional cash investments to purchase additional shares of
our stock. Optional cash investments to the Plan can be made in amounts of your
choosing which are within the Plan minimum and maximum amounts. You have the
advantage of having your cash fully invested because all shares, both full and
fractional, are credited to your account and earn additional dividends when
paid.
If you elect to reinvest cash dividends, you will receive a 10% discount on
purchases made through the Plan with reinvested dividends only. We will
contribute to your account an amount equal to the difference between the actual
price paid by The Bank of New York and the discounted price. The amount of
discount is subject to change or termination and currently does not apply to
first-time or optional cash investment purchases. You are responsible for
determining any tax consequences resulting from the additional funds added as a
result of the discount calculation and we urge you to consult a tax advisor in
that regard.
DEPOSIT OF CERTIFICATES (SAFEKEEPING)
If you already own shares of our stock in certificated form, you may deposit the
certificates for credit as book-entry shares in your Plan account. The Bank of
New York will cancel the certificates and credit the shares to your Plan account
in book-entry form. This feature protects your shares against possible loss,
theft or accidental destruction of stock certificates and can save you the
expense of having to replace your stock certificates.
CONVENIENCE IN SELLING OR TRANSFERRING SHARES
Some or all of the shares owned by you in the Plan can be easily sold or
transferred through the Plan. Fractional shares for your account will be sold at
the same price as full shares on a prorated basis. You may also instruct The
Bank of New York to issue a certificate in your name for whole shares held in
the Plan at any time.
PLAN COSTS
The costs and fees associated with the Plan (paid by First Commonwealth and/or
charged to Participants) including enrollment costs, administrative service fees
and/or brokerage commissions, are set forth on page 18, "Costs to Participants."
FREQUENTLY ASKED QUESTIONS AND ANSWERS
ON ENROLLMENT:
--------------
HOW DO I ENROLL IN THE PLAN?
Shareholders who have a directly registered account held with our transfer
agent, The Bank of New York, and first-time investors can enroll in our Stock
Direct Plan by completing, signing, and returning a Plan Enrollment Form. Copies
of the Plan Enrollment Form and this prospectus can be obtained by contacting
The Bank of New York at the following toll free number, 1-800-524-4458 or by
visiting The Bank of New York's website at www.stockbny.com. Both existing
shareholders (who hold directly registered accounts with The Bank of New York),
and first-time investors must complete, sign, and return a Plan Enrollment Form
to The Bank of New York.
5
For reinvestment of cash dividends, the Plan Enrollment Form must be received by
The Bank of New York on or before the record date for the dividend payment date
declared by First Commonwealth. First Commonwealth record dates are typically
the last business day of the month prior to the scheduled dividend payment dates
(which generally occur on or about the 15th day of January, April, July and
October). However, there can be no assurances to the continuation of dividends
or the selection of record or payment date.
If you own our stock in another account name (e.g. in a broker, bank, trust or
other nominee name), you can arrange with the broker, bank, trust or other
nominee to transfer at least one share of stock into direct registration with
The Bank of New York, and then follow the instructions in the paragraph above
for directly registered shareholders. If you do not wish to transfer shares held
in nominee name, you can buy shares in your name through the Plan as a
first-time investor and immediately enroll them in the Plan, as described above.
You can also buy one or more shares of our stock in your name through a broker
or other vendor, request direct registration for your account, and then enroll
in the Plan after completing a Plan Enrollment Form.
Enrollment in the Plan is voluntary and may not be available to investors in
certain countries. Participation in the Plan continues until terminated by the
participant or First Commonwealth.
ON DIVIDEND REINVESTMENT:
-------------------------
HOW CAN I REINVEST MY DIVIDENDS?
You can choose to reinvest all or a portion of the cash dividends paid on the
shares of our stock that are directly registered in your name under the Plan.
Following your instructions on the Plan Enrollment Form, The Bank of New York
will apply all or part of the cash dividend to the purchase of additional common
shares. Dividends and other cash distributions are paid in U.S. dollars and the
payable date is the date on which shareholders are paid. Dividend purchases are
invested as promptly as practicable following the payable date. Depending on the
number of shares being purchased and current trading volume in the shares,
purchases may be executed in multiple transactions and may be traded on more
than one date. All available cash dividends for your account, less any
applicable tax withholding, will be invested and fractional shares will be
calculated to four decimal places. First Commonwealth will pay all service fee
and brokerage commissions associated with the reinvestment of dividends in First
Commonwealth common stock.
WHAT OPTIONS ARE AVAILABLE FOR DIVIDEND INVESTMENTS?
- FULL REINVESTMENT - If you elect this option, 100% of all cash
dividends paid on shares held by you in the Plan (certificated and book
entry form) will be reinvested in additional shares of our stock. This
includes future shares acquired by you directly or through the Plan.
- PARTIAL DIVIDEND REINVESTMENT - You may choose this option only if you
hold some shares in certificate form. If you choose this option, you
can direct that dividends on a specified number of shares held by you
in certificate form be paid to you in cash. Dividends on the remaining
shares held by you in certificate form as well as all shares held in
the Plan will be reinvested. If you buy more shares in certificate
form, it will not change your election. If you sell shares in
certificate form it will not change your election unless the number of
shares you hold in certificate form falls below the number you
specified. In that case, cash dividends will be paid to you on the
number of shares you hold in certificate form. You may change your
instructions for this option, at any time, by completing a new Plan
Enrollment Form.
- CASH DIVIDENDS - NO REINVESTMENT--If you choose this option, you may
enroll in the Plan only to make optional cash investments and/or
deposit certificates into the Plan for safekeeping. By choosing this
election you receive all dividends in cash and no dividends will be
reinvested. You can also elect to have your cash dividends
electronically deposited to a bank account.
CAN I ELECT TO HAVE MY CASH DIVIDENDS DIRECTLY DEPOSITED TO MY BANK OR OTHER
FINANCIAL INSTITUTION? If you elect to have all or a portion of your dividend
paid in cash, the amount will be paid by check or can be wired directly to your
bank account via Electronic Funds Transfer (which we refer to as "EFT"). In
order to
6
take advantage of this option your bank or financial institution must be a
member of the Automated Clearing House. If you are interested in this option,
please call The Bank of New York at 1-800-524-4458 and request an "ACH
Fulfillment Kit." If you enroll in direct deposit and later transfer your shares
to a new shareholder account, or change your bank account, you will need to
request and complete another ACH Fulfillment Kit.
ON OPTIONAL CASH AND FIRST TIME INVESTMENTS:
--------------------------------------------
HOW CAN I PURCHASE ADDITIONAL SHARES?
- EXISTING SHAREHOLDER ACCOUNTS (DIRECTLY REGISTERED WITH THE BANK) - You
can purchase additional shares by making voluntary optional cash
investments which will be used to purchase shares of our stock for your
Plan account. Shareholders whose shares are directly registered with
The Bank of New York (not in street name) can make an optional cash
investment when joining the Plan by enclosing a check or money order
with a completed Plan Enrollment Form. Thereafter, all optional cash
investments should be accompanied by the tear-off portion of your
account statement or transaction advice. If you choose to make optional
cash investments, you do not have to send the same amount of money each
time. The minimum optional cash investment per account is $50.00, the
maximum investment per transaction is $10,000.00, and the maximum
aggregate investment in a calendar year is $120,000.00
- EFT OPTION - You may also elect to make automated monthly optional cash
investments by electronic funds transfer (for existing shareholder
accounts). If the EFT option is chosen, a minimum of $50.00 will be
deducted from your checking or savings account on the 25th day of each
month, or if that date is not a business day, the deduction will be
made on the preceding business day (see page 7, "Can I Make Automated
Monthly Investments?").
- FIRST TIME INVESTORS - For first-time purchases by investors who do not
have a directly registered shareholder account, an initial purchase of
shares may be made by sending a check and a completed Plan Enrollment
Form to The Bank of New York. The minimum amount for the new investor
per account is $500.00 (an initial one-time setup fee of $7.50 will be
charged), the maximum investment per transaction is $10,000.00, and the
maximum annual aggregate investment in a calendar year is $120,000.00.
All cash investment checks, optional or first time investment, must be made by a
check drawn on a U.S. Bank, in U.S. currency, payable to "THE BANK OF NEW YORK -
FIRST COMMONWEALTH STOCK DIRECT PLAN." Checks and Plan Enrollment Forms should
be mailed directly to The Bank of New York using the address indicated on page
11. Third party checks, money orders, travelers checks and checks not drawn on a
U.S. Bank or not in U.S. currency will not be accepted and will be returned to
the sender. If a cash investment check is returned unpaid, The Bank of New York
will reverse the credit of shares purchased for an account and sell additional
shares from such account to satisfy any deficiencies. NO INTEREST WILL BE PAID
ON OPTIONAL CASH INVESTMENTS HELD BY THE BANK OF NEW YORK PENDING INVESTMENT.
WHAT FEES ARE INVOLVED?
There is no enrollment fee, with the exception of an initial enrollment fee for
first-time investors who are purchasing their initial shares through the Plan.
This fee will be deducted from the initial investment amount. Service fees and
brokerage commission for dividend, cash option and first-time investment
purchases (except for the initial set up fee for first-time investors) will be
paid by First Commonwealth (see "Cost to Participants" on page 18).
CAN I MAKE AUTOMATED MONTHLY INVESTMENTS?
Participants enrolled in the Plan may authorize automatic monthly cash
investments via Electronic Funds Transfer. This option may be chosen when
enrolling in the Plan by checking the appropriate information on the Plan
Enrollment Form or by contacting The Bank of New York for an "EFT Enrollment
Form."
7
Automated monthly investments are subject to the minimum and maximum amounts set
for the Plan. EFT payments are deducted monthly from a Participant's bank
account through any financial institution that participates in the Automated
Clearing House. Deductions are made on the 25th day of each month, or if such
date is not a business day, on the next business day. Automated monthly optional
cash investments will be invested beginning with the next scheduled investment
day after the Bank receives the funds. There is a $1.00 fee assessed per EFT
transaction, and the Participant is responsible for any bank fees related to the
arrangements made for EFT payments. It is your responsibility to immediately
notify The Bank of New York of any changes in EFT information as it relates to
your authorized monthly deductions. You may call 1-800-524-4458 and request a
new EFT Enrollment Form.
In the event that your optional/first time cash investment check is returned
unpaid for any reason, or your designated bank account for EFT does not have
sufficient funds for your authorized monthly deduction, The Bank of New York
will immediately remove from your account shares which were purchased in
anticipation of the collection of such funds. These shares will be sold to
recover any uncollected funds. If the net proceeds of the sale of such shares
are insufficient to recover in full the uncollected amounts, The Bank of New
York reserves the right to sell such additional shares from any of your accounts
maintained by The Bank of New York as may be necessary to recover in full the
uncollected balance.
The Bank of New York will charge you a service fee of $20.00 for returned checks
and/or failed EFT payments. The Bank of New York reserves the right to sell
additional shares from any of your accounts maintained by The Bank of New York
as may be necessary to recover the service fee at the time the check and/or EFT
is returned to The Bank of New York.
HOW ARE SHARES PURCHASED?
The Bank of New York aggregates all requests to purchase shares and then
purchases the total shares on the open market on the New York Stock Exchange or
directly from First Commonwealth. Except to the extent that First Commonwealth
has at any time specifically instructed The Bank of New York to use the funds it
holds for investment under the Plan to purchase shares directly from First
Commonwealth, The Bank of New York will purchase shares under the Plan in the
open market. The price per share cannot be determined prior to the purchase. The
price per share will always be the average weighted price for all shares
purchased for the Plan on the trade date or dates. Net dividend funds and
optional/first-time cash investments from all Participants may be commingled to
purchase shares. Open market purchases are usually made through a broker
affiliated with The Bank of New York.
Dividend funds will be invested beginning on the dividend payment date,
customarily on or about the 15th day of January, April, July and October.
Optional and first time cash investments will be invested weekly, generally on
the last business day of each week and the funds must be received by The Bank of
New York by 12:00 noon on the business day prior to the investment date in order
to purchase shares for that weekly investment. No interest will be paid on funds
held by The Bank of New York pending investment.
Depending on the number of shares being purchased and current trading volume in
the shares, purchases may be executed in multiple transactions and may be traded
on more than one day. The purchase price will not be known until the purchase is
complete. Upon completion of an investment, The Bank of New York will credit
each Participant's account for all full and fractional shares (to four decimal
places) purchased. A transaction advice showing account activity will normally
be mailed to Participants by first class mail within two (2) business days
following the final trade settlement date.
8
WHAT INFORMATION WILL I RECEIVE?
A summary account statement or transaction advice showing a transaction history
will be mailed to you as soon as practicable following the completed investment
for each dividend payment date or optional/first-time cash investment. If we do
not pay a dividend, a summary account statement showing all year-to-date
transaction activity will be mailed to you on an annual basis, usually in
January, reflecting the preceding year's activity.
You may request a statement copy at any time by calling The Bank of New York at
1-800-524-4458 (if the requested statement is not for activity within the
current year, the Participant will be charged a fee; see "Cost to Participants"
on page 18). Account activity can also be viewed online directly from The Bank
of New York's website at www.stockbny.com. (see page 11, How Do I Contact The
Bank of New York?). YOU SHOULD RETAIN ALL STATEMENTS FOR YOUR RECORDS AND FUTURE
COST BASIS CALCULATION IF SHARES ARE SOLD.
For your convenience, statements and transaction advices have a tear-off portion
which can be used to send instructions to The Bank of New York for the issuance
of certificates, the sale or purchase of shares, deposit of certificates or
termination of participation in the Plan.
DOES THE PLAN ALLOW ME TO DEPOSIT CERTIFICATES?
If you own shares of our stock in certificated form, you may elect to deposit
the share certificates into your Plan account with The Bank of New York. The
Bank of New York will credit these shares to your Plan account in book-entry
form. To deposit certificates, send them via registered, insured mail, return
receipt requested, to The Bank of New York along with either, at the time of
enrollment, your completed, signed Plan Enrollment Form or the tear-off portion
of your account statement with your written instructions regarding the deposit.
PLEASE DO NOT SIGN THE STOCK CERTIFICATE(S). We recommend that you insure the
package for 2% of the value of the shares (see page 11, "How Do I Contact The
Bank of New York?" for mailing instructions).
ON SELLING SHARES:
------------------
HOW CAN I SELL MY SHARES?
You may instruct The Bank of New York to sell any or all shares held in your
Plan account by one of the following methods:
- SALE ORDERS VIA MAIL - You may instruct The Bank of New York to sell by
completing and signing the tear-off portion of your account statement
and mailing the instructions to The Bank of New York. If there is more
than one name or owner on the Plan account, all Participants must sign
the tear-off portion of the account statement.
- SALE ORDERS VIA IVR SYSTEM - You may instruct The Bank of New York to
sell by placing a sale order via the Interactive Voice Response system.
To place a sale order, call 1-800-524-4458, The Bank of New York's
toll-free number, with your instructions. Simply enter your social
security number or taxpayer ID at the prompt and select the menu option
for sales and follow the instructions provided. For security purposes,
you will be asked to enter your account number.
- SALE ORDERS VIA INTERNET - You may instruct The Bank of New York to
sell by placing a sale order via the Internet. However, before you can
access your shareholder account to place a sale order, YOU WILL FIRST
NEED TO REQUEST A PERSONAL IDENTIFICATION NUMBER (PIN) by visiting The
Bank of New York's website at www.stockbny.com (see page 11, "How Do I
Contact The Bank of New York?").
Sale orders via the Interactive Voice Response system and Internet are generally
accepted until 6:00 p.m., Eastern Standard Time. Sale orders will generally be
sold within two business days and in most cases be sold the next business day.
Sale orders placed after 6:00 p.m. will be considered received the next business
day. The IVR System and The Bank of New York's Internet site are confidential,
secure, and provide a unique confirmation number for each transaction executed.
9
If you hold certificate shares and wish to sell these shares through The Bank of
New York, you must first deposit them into your account as book-entry shares
(see "Does The Plan Allow Me to Deposit Certificates?" above) You may also
request a certificate be issued for book entry shares held in your account if
you plan to sell shares through a brokerage firm of your choice.
HOW ARE SHARES SOLD?
As with purchases, The Bank of New York aggregates all requests to sell shares
and then sells the total shares on the open market. Sales are usually made
through a broker affiliated with The Bank of New York. Normally, the shares are
sold on the New York Stock Exchange. The price per share of the transaction will
reflect the brokerage commission and will always be the average weighted price
for all shares sold for the Plan on the trade date or dates. You will incur a
transaction fee of $10.00 plus a brokerage commission of $.10 per share sold.
Sales are executed daily. Depending on the number of shares being sold and
current trading volume in the shares, sales may be executed in multiple
transactions and may be traded on more than one day. The selling price will not
be known until the sale is complete. A check for the proceeds of the sale of
shares less applicable taxes, transaction fees and brokerage commissions will
normally be mailed to you by first class mail within two (2) business days after
the final trade settlement date. The trade settlement date is the third business
day after the sale order is executed. The sale check will include a notice
detailing the trade, as well as Form 1099-B, which should be retained for tax
record purposes.
CAN I REQUEST A CERTIFICATE?
You may request that The Bank of New York issue a certificate for some or all of
the shares (whole shares only) held in your Plan account. To have a certificate
issued, simply complete, sign and return the tear-off portion of the account
statement or call The Bank of New York. There is no fee for this service.
HOW CAN I TRANSFER SHARES?
Transfers can be made in book-entry or certificated form at any time. In order
to transfer shares, you will need to complete a Transfer Instruction Package.
Simply visit The Bank of New York's Stock Transfer website at www.stockbny.com
to download the information, or call 1-800-524-4458 to request one. Remember you
must obtain a "Medallion Guarantee" for any transfer of shares.
A "Medallion Guarantee" insures that the individual signing the request for
transfer is the owner or authorized representative. It can be obtained from
financial institutions (including many banks and brokerage firms) participating
in one or more of the Medallion Guarantee programs. Book-to-book transfers
involving transferring shares from an existing Plan account to a new Plan
account, should follow the steps listed below.
- Call The Bank of New York's toll-free telephone number 1-800-524-4458
to request a Plan prospectus and Plan Enrollment Form or download a
copy to print from The Bank of New York's website, www.stockbny.com.
Complete the form, providing the full registration name, address and
social security number of each new Participant.
- The completed Plan Enrollment Form should be sent along with a written
request indicating the number of shares (full and fractional) which
should be transferred to the new Participant's account. All existing
Participants in the current Plan account should sign the instructions
and their signatures should be Medallion Guaranteed as discussed above.
HOW CAN I TERMINATE MY PARTICIPATION IN THE PLAN?
You may withdraw from the Plan at any time. To withdraw from the Plan, simply
complete the tear-off portion of the account statement or transaction advice and
mail it to The Bank of New York. Upon receipt of your instructions, a
certificate for the full shares held in the Plan account will be issued and any
fractional shares held in the Plan account will be sold. You will receive a
check for the net proceeds (less transaction fees and brokerage commissions)
from the sale of any fractional shares.
10
WHAT HAPPENS IF FIRST COMMONWEALTH ANNOUNCES A RIGHTS OFFERING? In the event
that we make available to our shareholders any rights to subscribe for
additional common shares, the right to subscribe will be based on the total
number of shares owned, both inside and outside the Plan. Any new shares
distributed by us resulting from the exercise of the rights will be issued
directly to you as a Plan participant.
WHAT HAPPENS IF FIRST COMMONWEALTH ISSUES A DIVIDEND PAYABLE IN SHARES OR
DECLARES A SHARE SPLIT? Any stock dividends or stock-split shares distributed by
us will be credited directly into your Plan account in book entry form. This
includes distributions calculated from shares held in the Plan in book-entry
form as well as any certificates registered in the Participant's name(s). Any
rights or shares to be distributed as a result of any rights agreement or
similar arrangement will be distributed in a like manner. Transaction processing
may be temporarily suspended during the latter type of extraordinary
distributions. Processing of purchases, sales and transfers may be temporarily
suspended during such distributions.
WHO WILL VOTE THE SHARES HELD IN THE PLAN AT SHAREHOLDERS' MEETINGS? You will
receive the same voting materials as other shareholders and have the right to
vote the shares of our stock represented by whole and fractional shares held on
your behalf by The Bank of New York under the Plan on the record date for a
vote. You will receive only one proxy card in respect of any shareholders
meeting which will apply to all shares registered in your name at The Bank of
New York, including whole and fractional shares credited to a Participant's
account under the Plan.
HOW DO I CONTACT THE BANK OF NEW YORK?
First Commonwealth Stock Direct Plan is administered by The Bank of New York, as
our transfer agent.
FOR GENERAL INFORMATION REGARDING THE PLAN, OR TO OBTAIN A PROSPECTUS/PLAN
ENROLLMENT FORM, PLEASE CONTACT THE BANK OF NEW YORK AT:
Phone: 1-800-524-4458 (toll-free)
Mail: The Bank of New York
Church Street Station
P. O. Box 11258
New York, New York 10286-1258
Internet: www.stockbny.com (click on "Company List",
then "First Commonwealth")
THE ADDRESS FOR MAILING PLAN ENROLLMENT FORMS, CHECKS FOR OPTIONAL/FIRST-TIME
CASH INVESTMENTS, INSTRUCTIONS FOR SALES, TRANSFERS, CERTIFICATE DEPOSIT OR
WITHDRAWALS IS AS FOLLOWS:
The Bank of New York
Investment Services Department
P.O. Box 1958
Newark, New Jersey 07101-9774
PLEASE INCLUDE YOUR PLAN ENROLLMENT FORM, OR THE TEAR-OFF PORTION OF YOUR
TRANSACTION ADVICE OR ACCOUNT STATEMENT, OR SEPARATE LETTER OF INSTRUCTION THAT
INCLUDES YOUR NAME, ADDRESS, PHONE NUMBER AND SHAREHOLDER ACCOUNT NUMBER.
When mailing stock certificates, we recommend that you use registered mail,
return receipt requested, and insure your certificates for 2% of their current
market value. Our stock is traded on The New York Stock Exchange under the
symbol "FCF."
11
TO ACCESS YOUR PERSONAL, DIRECTLY REGISTERED SHAREHOLDER ACCOUNT AT THE BANK OF
NEW YORK'S WEBSITE, YOU WILL NEED TO APPLY FOR A PERSONAL IDENTIFICATION NUMBER
(PIN) FIRST. PLEASE FOLLOW THESE INSTRUCTIONS:
Log onto www.stockbny.com. For account access, first-time users will have to
enter their social security number or taxpayer ID when prompted in order to
establish a temporary Personal Identification Number (PIN). NOTE: Your temporary
PIN will be sent to the address currently listed on your account within 10
business days of its request. You cannot access your account prior to receiving
the PIN. Upon receiving and entering your temporary PIN, you will be prompted to
change it for security reasons. Please keep your new PIN in a safe place for
future account access.
USE OF PROCEEDS
Proceeds from any shares of our stock purchased directly from First Commonwealth
under the Plan will be available for general corporate purposes. We have no
basis for estimating either the number of shares of common stock that will
ultimately be purchased directly from us, if any, under the Plan or the prices
at which such shares will be sold.
PLAN OF DISTRIBUTION
Except to the extent that First Commonwealth has at any time specifically
instructed The Bank of New York to use the funds it holds for investment under
the Plan to purchase shares directly from First Commonwealth, The Bank of New
York will purchase shares under the plan in the open market. Subject to the
availability of shares of our stock registered for issuance under the Plan,
there is no total maximum number of shares that can be issued pursuant to the
reinvestment of dividends.
We will pay all commission and service fees on purchases made with reinvested
dividends and optional cash payments for current, directly registered
participants. We will also pay broker's commission fees on purchases made by
first-time investors, subject to an initial set-up fee of $7.50 charged by The
Bank of New York. Sales of shares held in the Plan are subject to a transaction
fee of $10 and a commission of $0.10 per share.
Our common stock may not be available under the Plan in all states or
jurisdictions. This prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, shares of our stock or other securities in any
state or any other jurisdiction to any person to whom it is unlawful to make
such offer in such jurisdiction.
VALIDITY OF SECURITIES
The validity of the shares of common stock offered pursuant to this prospectus
will be passed upon by Tomb & Tomb, Indiana, Pennsylvania. David R. Tomb, Jr.,
Esq. is Senior Vice President, Secretary and Treasurer of First Commonwealth
Financial Corporation and beneficially owns, or has rights to acquire under our
employee benefit plans, an aggregate of approximately 1.2% of our common stock.
FORWARD-LOOKING STATEMENTS
This prospectus contains or incorporates statements that are "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These statements can be
identified by the use of forward-looking language such as "will likely result,"
"may," "are expected to," "is anticipated," "estimate," "projected," "intends
to" or other similar words. Our actual results, performance or achievements
could be materially different from the results expressed in or implied by these
forward-looking statements. These statements are subject to certain risks and
uncertainties, including but not limited to certain risks described in the
prospectus or the documents incorporated by reference. When considering these
forward-looking statements, you should keep in mind these risks, uncertainties
and other cautionary statements made in this prospectus. You should not place
undue reliance on any forward-looking statement, which speaks only as of the
date made. You should refer to our periodic and current reports filed with the
SEC for specific risks which could cause actual results to be materially
different from those expressed or implied by these forward-looking statements.
12
INDEMNIFICATION
Our directors and executive officers are entitled to indemnification as
expressly permitted by the provisions of the Pennsylvania Business Corporation
Law and our bylaws. We also have directors' and officers' liability insurance,
which provides, in general, insurance to our directors and officers against loss
by reason of any of their wrongful acts, subject to the terms and conditions of
the policy. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
13
FIRST COMMONWEALTH STOCK DIRECT
TERMS AND CONDITIONS OF THE PLAN FOR SHAREHOLDERS OF
FIRST COMMONWEALTH FINANCIAL CORPORATION COMMON STOCK
1. INTRODUCTION
The purpose of First Commonwealth Stock Direct, the "Plan," is to provide
registered shareholders of First Commonwealth Financial Corporation common stock
and other interested first-time investors with a simple, economical, and
convenient method of investing in First Commonwealth common shares. The Plan is
administered by First Commonwealth's Transfer Agent, The Bank of New York (the
"Bank" or "Plan Administrator").
Enrollment in the Plan is voluntary and may not be available to investors in
certain countries. Persons residing outside the United States should determine
whether they are subject to any governmental regulation prohibiting their
participation.
2. SHARE PURCHASES--OPTIONAL, FIRST TIME CASH INVESTMENTS, INVESTING DIVIDENDS
All purchases of shares will be made in the open market on the exchange on which
the shares are traded or directly from First Commonwealth. Except to the extent
that First Commonwealth has at any time specifically instructed the Bank to use
the funds it holds for investment under the plan to purchase shares of common
stock directly from First Commonwealth, the shares of common stock to be
purchased under the Plan will be purchased in the open market. Open market
purchases are usually made through a broker affiliated with The Bank of New York
("Affiliated Broker"). The Affiliated Broker will receive brokerage commissions.
The price per share cannot be determined prior to the purchase. The price per
share of purchases shall always be the average weighted price of all shares
purchased for the Plan on that trade date or dates. Depending on the number of
shares being purchased and current trading volume in the shares, purchases may
be executed in multiple transactions and may be traded on more than one day. The
purchase price will not be known until the purchase is complete.
A transaction advice/statement will normally be mailed to Participants by first
class mail within two (2) business days following the final trade settlement
date. Advices/Statements will show the weighted average discounted purchase
price if a discount is currently being offered. If a discount is not in effect,
then the weighted average transaction price will be shown. Transaction fees and
brokerage commissions charged to the Participant, if any, and the number of
shares credited to a Participant's account will also be shown. Optional/first
time cash investments must be made either by Electronic Funds Transfer ("EFT")
or check drawn on a U.S. Bank, in U.S. currency, payable to "The Bank of New
York - First Commonwealth Stock Direct Plan". NO THIRD PARTY CHECKS, MONEY
ORDERS OR TRAVELERS CHECKS WILL BE ACCEPTED.
EFT deductions are made on the 25th day of each month, or if such date is not a
business day, the deduction will be made on the preceding business day. Optional
cash investments are subject to the minimum optional cash investment of $50.00
per transaction, a maximum investment of $10,000.00 per transaction and a
maximum annual investment of $120,000.00 per calendar year. For
optional/first-time cash investments, purchases are made at least once a week.
Cash investments, first-time or optional, may be rejected by The Bank of New
York if a Participant imposes any restrictions with respect to the number of
shares to be purchased, the price at which the shares are to be purchased or the
timing of when the purchase is to be made. When First Commonwealth pays a
dividend, The Bank of New York, in accordance with a Participant's chosen
dividend investment option, will use all or part of the cash dividend to
purchase additional common shares. Dividends and other cash distributions are
paid in U.S. dollars and the dividend payable date is the date on which
shareholders are paid. Dividend purchases are invested as promptly as
practicable following the dividend payable date and may be commingled with
first-time
14
and/or optional cash investments on that trade date. Shares purchased will be
credited to each Participant's account in book-entry form (computed to four
decimal places). Dividend investment options can be changed at any time by
sending a new Plan Enrollment Form to The Bank of New York. Changes must be
received by The Bank of New York on or before the record date for that dividend.
The Board of Directors of First Commonwealth Financial Corporation may, in its
sole discretion, approve a discount on Plan purchases. The discount may be
approved for purchases made with either reinvested dividends and/or first
time/optional cash investments. The amount of discount is subject to change and
may be terminated at any time.
3. SHARE SALES
All sales of shares will be made in the open market on the exchange on which the
shares are traded. Sales are usually made through a broker affiliated with The
Bank of New York ("Affiliated Broker"). The Affiliated Broker will receive
brokerage commissions. The price per share cannot be determined prior to the
sale. The price per share sold will reflect the brokerage commission and shall
always be the average weighted price for all shares sold for the Plan on the
trade date or dates. Participants will also incur a transaction fee in addition
to a brokerage commission. Sales are executed daily. Depending on the number of
shares being sold and current trading volume in the shares, sales may be
executed in multiple transactions and may be traded on more than one day. The
selling price will not be known until the sale is complete. A check for the
proceeds of the sale of shares less applicable taxes, transaction fees and
brokerage commissions will normally be mailed to Participants by first class
within two (2) business days after the final trade settlement date. The trade
settlement date is the third business day after the sale order is executed.
4. REQUESTS FOR CERTIFICATES OR TRANSFER OF SHARES
Participants may request that The Bank of New York issue a certificate for some
or all of the shares (whole shares only) held in a Participant's Plan account at
any time. To have a certificate issued, a Participant should complete, sign and
return the tear-off portion of the account statement or call The Bank of New
York. In addition, Participants may always request transfer of Plan account
shares by contacting The Bank of New York. Transfers can be made in book-entry
or certificated form. In order to transfer shares, a Transfer Instruction
Package will need to be completed.
Participants may contact The Bank of New York's Stock Transfer website at
www.stockbny.com to download and print a copy of the Transfer Instruction
Package or call 1-800-524-4458 to request one. A Medallion Guarantee is required
for any transfer of shares and can be obtained from any financial institution
(including many banks and brokerage firms) participating in one or more of the
Medallion Guarantee programs. Participants can also request book-to-book
transfers, which involve transferring Shares from an existing Plan account to a
new Plan account.
5. DEPOSIT OF CERTIFICATES
A Participant who owns First Commonwealth common shares in certificated form may
elect to deposit the certificates into his or her Plan account with The Bank of
New York. The Bank of New York will credit these shares to the Plan account in
book-entry form.
To deposit certificates send them via registered mail, return receipt requested,
to The Bank of New York along with either, at the time of enrollment a
completed, signed Plan Enrollment Form, or with the tear-off portion of an
account statement with written instructions regarding the deposit. PLEASE
REMEMBER NOT TO SIGN THE STOCK CERTIFICATE(S). We recommend that you insure the
package for 2% of the value of the shares (see page 11 "How Do I Contact The
Bank of New York?" for mailing instructions).
6. ACCOUNT STATEMENTS
A summary account statement or transaction advice showing a transaction history
will be mailed to Participants as soon as practicable following the completed
investment for each dividend payment date or optional/first-time
15
cash investment. If a dividend is not paid by First Commonwealth, a summary
account statement showing all year-to-date transaction activity will be mailed
to Participants on an annual basis, usually in January, reflecting the preceding
year's activity. Participants may request a copy of an account statement by
calling The Bank of New York toll free at 1-800-524-4458. A fee will be charged
by The Bank of New York for copies of statements that were issued prior to the
current year. Participants can also view their shareholder account online
directly by accessing The Bank of New York's website at www.stockbny.com.
Statements and transaction advices will have a tear-off portion which can be
used to send instructions to The Bank of New York for the issuance of
certificates, the sale or purchase of shares, deposit of certificates or
termination of participation in the Plan.
ADDITIONAL TERMS AND CONDITIONS
The Plan is not intended for use by institutional investors or financial
intermediaries. Enrollment in the Plan is voluntary and may not be available to
investors in certain countries. Initiation of a transaction(s), including first
time or optional cash investments, dividend reinvestment, depositing
certificates into the Plan and/or selling or purchasing shares, shall establish
an agency relationship by the Participant with The Bank of New York.
DISTRIBUTION OF RIGHTS/RIGHTS PROCEEDS
In the event that First Commonwealth makes available to its shareholders any
rights to subscribe for additional Common Shares, the rights to subscribe will
be based on the total number of shares owned, both inside and outside the Plan.
Any new shares distributed by First Commonwealth resulting from the exercise of
the rights will be issued directly to the Participant.
DISTRIBUTION OF STOCK DIVIDENDS/STOCK SPLITS
Any stock dividends or stock-split shares distributed by First Commonwealth will
be credited directly into the Participant's Plan account. This includes
distributions calculated from shares held in the Plan in book-entry form as well
as any shares registered in Participants' names. Any rights or shares to be
distributed as a result of any rights agreement or similar arrangement will be
distributed in a like manner. Transaction processing may be temporarily
suspended during the latter type of extraordinary distributions. Processing of
purchases, sales and transfers may be temporarily suspended during such
distributions.
VOTING/ANNUAL MEETINGS
To the extent made available by First Commonwealth, Participants in the Plan
will receive voting materials and have the sole right to vote the Common Shares
of First Commonwealth represented by all shares (whole and fractional) that are
held by The Bank of New York for such Participant under the Plan on the record
date for a vote. Participants will receive only one proxy card in respect of any
shareholders' meeting which will apply to all shares registered in such holder's
name at The Bank of New York, including whole and fractional shares credited to
a Participant's account under the Plan.
TAX REPORTING
Generally, The Bank of New York is required to report to both the Plan
Participant and the U.S. Internal Revenue Service information regarding dividend
amounts paid by First Commonwealth as well as any proceeds received from the
sale of shares, rights or other securities, including any additional funds
credited to a Participant's account due to special dividends or discounts. The
tax consequences of participating in the Plan can vary depending on each
Participant's tax situation. Accordingly, each Participant is responsible for
determining the tax effect of Plan participation and should consult with a tax
advisor with respect to the current and proposed federal, state, local, foreign
and other tax laws.
LIABILITY
Neither First Commonwealth nor The Bank of New York will be liable for any
losses or liability howsoever incurred by Participants arising from, related to
or in connection with the administration of the Plan or The Bank of New York's
actions or non-actions with respect to the Plan (including by way of example and
not by
16
way of limitation any losses or claim of liability arising from (i) the failure
to terminate a Participant's account, sell shares in the Plan or purchases for
first-time or optional cash investments or dividends without prior receipt of
proper documentation and instructions; (ii) the prices at which shares are
purchased or sold for the Participant's account, the timing of such purchases
and sales, and the fluctuation of prices of the shares (a) between the receipt
of cash or dividends for investment and such investment, (b) between the receipt
of instructions to sell and such sale and (c) after the purchase and sale of
shares, and (iii) the transfer of Shares from Participant's account to a broker
pursuant to the Profile Program of The Depository Trust Company) except for such
losses and liabilities caused by the negligence or willful misconduct of The
Bank of New York; and Participant shall indemnify and hold harmless The Bank of
New York from all losses and liabilities incurred by The Bank of New York
(including losses and liabilities arising from disputes with Participant) other
than those caused by The Bank of New York's negligence and willful misconduct.
In no event shall The Bank of New York be liable for special, consequential or
punitive damages or losses due to forces beyond its control (including by way of
example and not by way of limitation strikes, work stoppages, acts of war or
terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of
God, and interruptions, loss or malfunctions of utilities, communications or
computer (software and hardware services).
THESE TERMS AND CONDITIONS AND THE ADMINISTRATION OF THE PLAN AND THE BANK OF
NEW YORK'S DUTIES AND RESPONSIBILITIES UNDER THE PLAN SHALL BE GOVERNED BY THE
SUBSTANTIVE LAWS (AND NOT THE CHOICE OF LAW RULES) OF THE STATE OF NEW YORK; ALL
PROCEEDINGS RELATING TO THE PLAN SHALL BE BROUGHT BY PARTICIPANT ONLY IN COURTS
LOCATED IN THE CITY OF NEW YORK; AND PARTICIPANTS WAIVE THEIR RIGHT TO TRIAL BY
JURY.
First Commonwealth Financial Corporation reserves the right to modify the Plan
including the right to terminate the Plan upon 30 days notice to Plan
Participants. In addition, The Bank of New York reserves the right to interpret
and regulate the Plan as it deems necessary or desirable in connection with its
operation.
SHARES OF FIRST COMMONWEALTH FINANCIAL CORPORATION COMMON STOCK ARE NOT INSURED
BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY, ARE NOT DEPOSITS OR OTHER
OBLIGATIONS OF, AND ARE NOT GUARANTEED BY, THE BANK OF NEW YORK. THE SHARES ARE
SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT
INVESTED. THE BANK OF NEW YORK AND FIRST COMMONWEALTH PROVIDE NO ADVICE AND MAKE
NO RECOMMENDATIONS WITH RESPECT TO PURCHASING OR SELLING SHARES OF FIRST
COMMONWEALTH. ANY DECISION TO PURCHASE OR SELL MUST BE MADE BY EACH INDIVIDUAL
PLAN PARTICIPANT BASED ON HIS OR HER OWN RESEARCH AND JUDGMENT. NOTHING HEREIN
SHALL BE DEEMED TO CONSTITUTE AN OFFER TO SELL OR A SOLICITATION TO BUY SHARE(S)
OF FIRST COMMONWEALTH.
IMPORTANT NOTE: SHARES HELD IN FIRST COMMONWEALTH STOCK DIRECT ARE NOT SUBJECT
TO PROTECTION UNDER THE SECURITIES INVESTOR PROTECTION ACT OF 1970.
17
COSTS TO PARTICIPANTS
In most cases, First Commonwealth has determined to pick up fees and expenses
incurred to operate the Plan. However, there are some administrative service
fees and brokerage commissions that will be charged directly to participants.
The fees are subject to change at any time. This is considered part of the
"Terms and Conditions" of the Plan.
INITIAL ENROLLMENT FOR FIRST-TIME CASH INVESTMENT Paid by Participant
- One-time set up fee, per account, of $7.50
FIRST-TIME OR OPTIONAL CASH INVESTMENTS:
- Transaction Fee Paid by First Commonwealth
- Brokerage Commission Paid by First Commonwealth
AUTOMATIC ELECTRONIC FUNDS TRANSFER Paid by Participant
WITHDRAWAL/$1.00 TRANSACTION
REINVESTMENT OF DIVIDENDS:
- Transaction Fee Paid by First Commonwealth
- Brokerage Commission Paid by First Commonwealth
SALE OF SHARES
- Transaction Fee, $10.00 per transaction Paid by Participant
- Brokerage Commission, $.10 per share sold Paid by Participant
DEPOSIT OF CERTIFICATES No Fee
CERTIFICATE WITHDRAWAL No Fee
BOOK TO BOOK TRANSFERS No Fee
MINIMUM CASH PER INVESTMENT:
- First-time investment, new account $500.00
- Optional cash investment, existing registered account $ 50.00
MAXIMUM CASH INVESTMENTS:
- First-time investment, new account $10,000.00
- Optional cash investment, existing registered account $10,000.00
MAXIMUM AGGREGATE OPTIONAL/CASH INVESTMENT $120,000.00
- Per Account, per Calendar Year (does not include
dividend amounts invested)
TRANSACTION STATEMENT COPY $20.00/request/year
(NO CHARGE IF REQUESTED WITHIN CURRENT YEAR) Paid by Participant
18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUSES
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION:
The following table sets forth the various expenses payable by the
Registrant in connection with the Securities being registered hereby.
Registration Fee $ 3,461
Legal fees and expenses* $ 3,000
Accounting fees and expenses* $ 3,000
Printing expenses* $ 5,000
-------
Total: $14,461
=======
*Denotes estimated expenses
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Indemnification under the Registrant's Bylaws. The Registrant's Bylaws
require the Registrant to indemnify its directors and officers against expenses
and liabilities to the fullest extent permitted by law. Any director or officer
who is made, or threatened to be made, a party to any claim, action, suit or
proceeding by reason of such person being or having been a director or officer
of the Registrant or a subsidiary of the Registrant, or by reason of the fact
that such person is or was serving at the request of the Registrant as a
director, officer, employee, fiduciary or other representative of another
corporation or entity, will be entitled to indemnification. The Bylaws further
provide that such indemnification is not exclusive of any other rights to which
such individual may be entitled under the Bylaws, any agreement, charter
provision, vote of shareholders or directors, or otherwise.
Indemnification under the PBCL. The Pennsylvania Business Corporation
Law ("PBCL") authorizes indemnification of a director or officer against
expenses and liabilities if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. Indemnification may be made only upon
a determination that indemnification of the director or officer is proper under
the circumstances because the director or officer has met this standard of care.
The determination may be made:
(1) by the board of directors of the Registrant by a majority vote of
a quorum consisting of directors who were not parties to the action or
proceeding; or
(2) if such a quorum is not obtainable, or, if obtainable and a
majority vote of a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion; or
(3) by the Registrant's shareholders.
Notwithstanding the above, to the extent that a director or officer has been
successful on the merits or otherwise in defense of any action or proceeding, or
in defense of any claim, issue or matter in any such action or proceeding, such
person is entitled to indemnification against expenses (including attorneys'
fees) actually and reasonably incurred by in connection with the action or
proceeding.
Limitation of Liability under the Registrant's Bylaws. The Registrant's
Bylaws provide that no director or officer of the Registrant will be liable by
reason of having been a director or officer of the Registrant if the person
performs his or her duties in good faith and in a manner reasonably believed to
be in the best interests of the Registrant. This standard will be satisfied if
the person acted without self-dealing, willful misconduct or recklessness.
Directors' and Officers' Liability Insurance. The Registrant maintains
directors' and officers' liability insurance, which provides, in general,
insurance to (i) the Registrant's directors and officers against loss by reason
of any of their wrongful acts, and/or (ii) the Registrant against loss arising
from claims against the directors and officers by reason of their wrongful acts,
all subject to the terms and conditions contained in the policy.
ITEM 16. EXHIBITS.
EXHIBIT
NO. DESCRIPTION
4.1 First Commonwealth Financial Corporation Dividend Reinvestment Plan (terms and conditions of this
plan are set forth in the prospectus contained in this Registration Statement)
5.1 Opinion of Tomb & Tomb*
23.1 Consent of Deloitte & Touche LLP*
23.2 Consent of Tomb & Tomb (included as part of Exhibit 5.1)
24.1 Power of Attorney (included as part of the Signatures to this Registration Statement)
* Filed herewith.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (as amended, and together with the rules and
regulations thereunder, the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however , that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is
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contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 (as amended, and together with the rules and regulations thereunder,
the "Securities Exchange Act") that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act that is incorporated by
reference in the Registration Statement) shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, hereunto duly authorized, in the Borough of Indiana, Commonwealth
of Pennsylvania, on December 22, 2003.
First Commonwealth Financial Corporation
By: /s/ Joseph E. O'Dell
------------------------------------------------
Name: Joseph E. O'Dell
Title: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints John J. Dolan and David R. Tomb, Jr., and each of
them, as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Joseph E. O'Dell President and Chief Executive Officer/
------------------------------- Director December 16, 2003
Joseph E. O'Dell
/s/ John J. Dolan Executive Vice President and Chief
------------------------------- Financial Officer December 16, 2003
John J. Dolan
/s/ E. James Trimarchi Chairman of the Board December 16, 2003
-------------------------------
E. James Trimarchi
/s/ David S. Dahlmann Director December 16, 2003
-------------------------------
David S. Dahlmann
Director
-------------------------------
James W. Newill
SIGNATURE TITLE DATE
/s/ John A. Robertshaw, Jr. Director December 16, 2003
-------------------------------
John A. Robertshaw, Jr.
Director
-------------------------------
Laurie Stern Singer
/s/ Alan R. Fairman Director December 16, 2003
-------------------------------
Alan R. Fairman
/s/ Ray T. Charley Director December 16, 2003
-------------------------------
Ray T. Charley
Director
-------------------------------
Edward T. Cote
/s/ Johnston A. Glass Director December 16, 2003
--------------------------------
Johnston A. Glass
/s/ Dale P. Latimer Director December 16, 2003
--------------------------------
Dale P. Latimer
/s/ David R. Tomb, Jr. Director December 16, 2003
--------------------------------
David R. Tomb, Jr.
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