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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) March 14, 1994
First Commonwealth Financial Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania 0-11242 25-1428528
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
22 North Sixth Street, Indiana, PA 15701
(Address of principal executive offices)
Registrant's telephone number, including area code (412) 349-7220
(Former name or former address, if changed since last report)<PAGE>
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Item 5. Other Events
On March 14, 1994, the registrant entered into a letter of intent
(Exhibit 20.1) to acquire Reliable Financial Corporation
("Reliable"). Reliable is a holding company which was
established in 1991 for the purpose of owning 100% of the
outstanding common stock of Reliable Savings Bank, PaSA.
Reliable Savings Bank, PaSA is a Pennsylvania-chartered savings
and loan association, headquartered in Bridgeville, Pennsylvania
with total assets of $146 million. Reliable, which traces its
origins to 1925, maintains three (3) banking offices in Allegheny
county. Reliable shares are traded on the NASDQ National Market
System under the symbol "RESB".
The agreement provides for the issuance of 1.6 shares of the
registrant's common stock for each Reliable common share. It is
anticipated that the acquisition will be accounted for as a
pooling of interests.
Item 7. Financial Statements and Exhibits
Exhibit 20.1 Letter of intent between First Commonwealth
Financial Corporation and Reliable Financial
Corporation to effect a merger under the pooling
of interests accounting treatment.
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: March 24, 1994
FIRST COMMONWEALTH FINANCIAL CORPORATION
By: /S/JOHN J. DOLAN
John J. Dolan
Sr. Vice President, Comptroller
and Chief Financial Officer
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Exhibit 20.1
March 14, 1994
Reliable Financial Corporation
428 Station Street
Bridgeville, PA 15017-2002
Attention: Mr. Stephen Grippi
President and Chief Executive Officer
Letter of Intent
Gentlemen:
This will confirm the willingness of First Commonwealth
Financial Corporation ("FCFC") and Reliable Financial Corporation
("Reliable") to effect a merger between Reliable and a wholly-
owned subsidiary of FCFC to be created expressly for the merger,
and having the name "Interim Reliable, Inc.", on the following
terms and conditions:
(1) Upon the effective date of the merger (the
"Merger") of Reliable into Interim Reliable, Inc.
(the "Effective Date"), each outstanding share of
Reliable Common Stock, par value $.01 per share,
will be exchanged for 1.6 shares of FCFC Common
Stock, par value $5 per share (the "FCFC Common
Stock"). Fractional shares of FCFC Common Stock
will not be issued; in lieu thereof, FCFC will pay
cash for such fractional share at the rate of $19
for one whole FCFC share. On the Effective Date,
the name of Interim Reliable, Inc. will
automatically be changed to Reliable Financial
Corporation.
(2) The transaction will be structured as a tax-free
reorganization and the receipt by the Reliable
shareholders of the FCFC Common Stock in exchange
for their Reliable Common Stock will not be a
taxable event.
(3) The transaction will also be structured to qualify
for pooling of interests accounting treatment
under generally accepted accounting principles and
the accounting rules of the Securities and
Exchange Commission.
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Exhibit 20.1 (Continued)
Reliable Financial Corporation March 14, 1994
(4) The liquidation account established by Reliable on
March 30, 1992 in connection with its conversion
from the mutual to the stock form shall continue
to be maintained after the Effective Date in
accordance with the regulations of the Office of
Thrift Supervision.
(5) The Merger will, of course, be subject to the
approval of the Boards of Directors of Reliable
and FCFC, the Reliable shareholders, the Office of
Thrift Supervision, the Federal Reserve Board, the
Pennsylvania Department of Banking and such other
regulatory agencies as may be required, and to the
execution by Reliable and FCFC of a mutually
satisfactory and definitive Merger agreement,
containing such representations, warranties,
covenants, conditions and other provisions as
Reliable and FCFC may agree to.
(6) At the date of execution of the definitive Merger
agreement, the Board of Directors of Reliable
shall have received the opinion of its investment
advisor, Ryan Beck & Co., that the price to be
paid by FCFC represents fair value to Reliable
shareholders (the "fairness opinion"). In
addition, at closing of this transaction Reliable
shall have received an updated fairness opinion
from Ryan Beck that the transaction represents
fair value to the Reliable shareholders at the
time of closing. Receipt of each of these
opinions shall be a condition of closing in the
definitive agreement.
If the foregoing is acceptable to you, please so
indicate by signing a copy of this letter in the space provided
below and returning it to me. Upon receipt, we will be prepared
to meet with you and your representatives for the purpose of
preparing the definitive Merger agreement.
2<PAGE>
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Exhibit 20.1 (Continued)
Reliable Financial Corporation March 14, 1994
If signed by you, this letter is not intended as a
legally binding agreement of Reliable or FCFC, and Reliable and
FCFC expressly disclaim the creation of any legally binding
contractual or other obligation to each other or to third
parties.
Such obligations, if any, will arise only if and when a
definitive Merger agreement is signed by Reliable and FCFC.
Very truly yours,
FIRST COMMONWEALTH FINANCIAL
CORPORATION
By /S/JOSEPH E. O'DELL
Joseph E. O'Dell
Senior Executive Vice President
and Chief Operating Officer
Accepted:
RELIABLE FINANCIAL CORPORATION
By /S/STEPHEN GRIPPI
Stephen Grippi
President and Chief Executive
Officer
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