<PAGE>
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) April 21, 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>
<PAGE>
Item 5. Other Events
On April 21, 1994, the registrant entered into a definitive
agreement (Exhibit 2.1) 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
and Washington counties. 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 2.1 Agreement and Plan of Reorganization 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: May 4, 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 2.1
[Conformed Copy]
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION made as of
April 21, 1994 (the "Agreement") by FIRST COMMONWEALTH FINANCIAL
CORPORATION, a Pennsylvania business corporation having its
principal place of business at Old Courthouse Square, 22 North
Sixth Street, Indiana, Pennsylvania ("FCFC"), and RELIABLE
FINANCIAL CORPORATION, a Delaware corporation having its principal
place of business at 428 Station Street, Bridgeville, Pennsylvania
("Reliable").
W I T N E S S E T H:
FCFC is a bank holding company registered under the Bank
Holding Company Act of 1956, as amended (the "Bank Holding Company
Act"); Reliable is a savings and loan holding company registered
under the Savings and Loan Holding Company Act, as amended (the
"Savings and Loan Holding Company Act"); and the Boards of
Directors of FCFC and Reliable have determined that it is in the
best interests of FCFC and Reliable to become affiliated by means
of a merger of Reliable into a new Pennsylvania business
corporation to be created by FCFC for the purposes of the merger
and to be called Interim Reliable, Inc. ("Interim Reliable"), in
which Interim Reliable will become a wholly-owned subsidiary of
FCFC and the shareholders of Reliable will become shareholders of
FCFC.
NOW, THEREFORE, the parties hereto, in consideration of
their mutual covenants and agreements herein contained and each
intending to be legally bound hereby, covenant and agree as
follows:
1. The Reorganization. The reorganization contemplated
by this Agreement is the merger of Reliable into Interim Reliable
(the "Merger") pursuant to the Plan of Merger substantially in the
form attached hereto as Appendix A (the "Plan of Merger"). As
provided in the Plan of Merger, on the Effective Date (as defined
in Section 8(g) hereof) Reliable will be merged into Interim
Reliable, which will be the surviving corporation; each share of
Common Stock, par value $.01 per share, of Reliable (the "Reliable
Stock") outstanding immediately before the Merger becomes
effective will be converted into 1.6 shares of Common Stock, par
value $1 per share, of FCFC (the "FCFC Stock").
2. Conditions. This Agreement and the consummation of
the Merger are subject to the fulfillment at or before the Closing
(as defined in Section 8(a) hereof) of the following conditions:
(a) Shareholder Approvals. This Agreement and the Plan
of Merger shall have been approved by the affirmative votes
of the holders of at least a majority of the issued and<PAGE>
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outstanding shares of Reliable Stock entitled to vote at the
Reliable Shareholders' Meeting referred to in Section 6(b)
hereof.
(b) Regulatory Approvals. The Merger shall have been
approved by the Pennsylvania Department of Banking under the
Pennsylvania Banking Code of 1965, as amended (the
"Pennsylvania Banking Code") and the Pennsylvania Savings
Association Code of 1967, as amended (the "Pennsylvania
Savings Association Code"); the Merger shall have been
approved by the Board of Governors of the Federal Reserve
System (the "Federal Reserve Board") under the Bank Holding
Company Act; the Merger shall have been approved by the
Office of Thrift Supervision ("OTS") under the Savings and
Loan Holding Company Act, and any other regulatory approvals
necessary to the formation of Interim Reliable and the
consummation of the Merger shall have been obtained. No
action or suit to enjoin or prohibit the Merger shall have
been filed by the United States under the antitrust laws in
the periods of 30 days following the dates of the approvals
by the Federal Reserve Board and the OTS.
(c) Federal Tax Opinion. FCFC and Reliable shall have
received from Reed Smith Shaw & McClay, special counsel for
FCFC and Reliable, an opinion in form and substance
satisfactory to the parties and their respective counsel to
the effect that:
(i) The Merger will constitute a reorganization
under the provisions of Sections 368(a)(1)(A) and
368(a)(2)(D) of the Internal Revenue Code of 1986 (the
"Code");
(ii) No gain or loss will be recognized to
Reliable, Interim Reliable or FCFC as a result of the
Merger;
(iii) No gain or loss will be recognized to the
Reliable shareholders upon the exchange of Reliable
Stock for FCFC Stock (including fractional share
interests to which they may be entitled);
(iv) The basis of the FCFC Stock (including
fractional share interests to which they may be
entitled) to be received by the Reliable shareholders
will be the same as the basis of the Reliable Stock
surrendered in exchange therefor;
(v) The holding period of the FCFC Stock
(including fractional share interests to which they may
be entitled) to be received by the Reliable shareholders
will include the holding period of the Reliable Stock
surrendered in exchange therefor, provided that the
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Reliable Stock was held as a capital asset in the hands
of the Reliable shareholders on the date of the
exchange; and
(vi) The payment in cash in lieu of fractional
share interests of FCFC Stock will be treated for
federal income tax purposes as if the fractional shares
were distributed as part of the exchange and then were
redeemed by FCFC; these cash payments will be treated as
having been received in full payment in exchange for the
shares redeemed as provided in Section 302(a) of the
Code.
(d) Securities Act Registration. The Registration
Statement contemplated by Section 5(e) hereof shall have been
filed by FCFC with the Securities and Exchange Commission
(the "SEC") under the Securities Act of 1933, as amended (the
"Securities Act"), and shall have been declared effective
before the proxy statement/prospectus contained therein (the
"Proxy Statement/Prospectus") is first mailed to the Reliable
shareholders, and no stop order with respect to the
effectiveness of the Registration Statement shall have been
issued or any proceeding therefor initiated or threatened
under the Securities Act. The Registration Statement, when
and as declared effective by the SEC and on the date of the
Reliable Shareholders' Meeting referred to in Section 6(b)
hereof, shall not contain any untrue statement of a material
fact or omit to state any material fact required to be stated
therein or necessary to make the statements made therein, in
light of the circumstances under which they are made, not
misleading. In addition, the FCFC Stock to be issued
pursuant to the Plan of Merger shall have been duly
registered or qualified under the securities or "blue sky"
laws of all states in which such action is required for
purposes of the initial issuance of such stock and its
distribution to the Reliable shareholders entitled to receive
it.
(e) Investment Banking Opinion. Reliable shall have
received the fairness opinion of Ryan, Beck & Co., dated as
of the date hereof and as of a date no earlier than five days
before the Registration Statement is first filed with the
SEC, to the effect that, as of that date, the terms of the
Merger are fair, from a financial point of view, to Reliable
and its shareholders.
(f) Representations and Warranties; Performance of
Covenants. Except for changes approved by the other party or
contemplated by this Agreement, the representations and
warranties of the parties contained herein shall be true and
correct on the Closing Date (as defined in Section 8(a)
hereof) as though made on such date, and the parties shall
have performed and complied with their respective agreements,
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covenants and conditions contained herein to be performed or
complied with on or before the Closing Date.
(g) NYSE Listing. The shares of FCFC Stock issuable to
the Reliable shareholders pursuant to this Agreement shall
have been authorized for listing on the New York Stock
Exchange (the "NYSE") upon official notice of issuance.
(h) Closing Requirements. All documents required to be
exchanged at the Closing shall have been delivered.
(i) Affiliates' Agreements. FCFC shall have received
from each of the persons identified by Reliable pursuant to
Section 6(g) hereof an executed counterpart of an affiliate's
agreement in the form contemplated by such Section which will
be in full force and effect.
(j) Accountant's Opinion. FCFC shall have received
from Jarrett * Stokes & Co., certified public accountants, an
opinion in form and substance satisfactory to FCFC and its
counsel to the effect that, as of the Closing, the Merger
meets the requirements for pooling of interests accounting
treatment under generally accepted accounting principles and
the accounting rules of the SEC;
provided, however, that the requirements of paragraphs (i) and (j)
shall be conditions to the consummation of the Merger only if
asserted by FCFC.
3. Representations and Warranties of FCFC. FCFC
represents and warrants to Reliable that:
(a) Organization. FCFC is a business corporation duly
organized, validly existing and in good standing under the
laws of the Commonwealth of Pennsylvania and is duly
registered under the Bank Holding Company Act. FCFC has full
corporate power and legal authority (including all licenses,
franchises, permits and other governmental authorizations
that are legally required) to own its assets and to transact
the business in which it is engaged and proposes to engage.
(b) Capitalization. The authorized capital stock of
FCFC consists of 3,000,000 shares of Preferred Stock, par
value $1 per share, none of which has been issued, and
25,000,000 shares of Common Stock, par value $5 per share, of
which 18,642,024 shares are presently issued and outstanding.
The Board of Directors of FCFC has submitted to a vote of its
shareholders at their annual meeting to be held on April 23,
1994 a proposal to amend its articles of incorporation to
increase its authorized Common Stock to 100,000,000 shares
and reduce the par value from $5 to $1 per share. If
approved by the shareholders, the amendments are expected to
become effective on or about April 26, 1994. All of such
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issued shares are, and upon consummation of the Merger and
issuance thereof the shares of FCFC Stock to be issued
pursuant to the Plan of Merger will be, duly and validly
authorized and issued, fully paid and nonassessable. Other
than the provisions of this Agreement calling for the
issuance of FCFC Stock, shares of FCFC Common Stock that may
be issued from time to time under FCFC's employee stock
ownership plan and except as previously disclosed in writing
to Reliable, FCFC is not a party to or bound by any option,
call, warrant or other commitment or agreement obligating
FCFC at present or upon the occurrence of any event to issue
or sell any FCFC Stock or other capital stock of FCFC.
(c) Subsidiaries. FCFC has the following subsidiaries
(the "Subsidiaries"): Central Bank, a Pennsylvania-chartered
bank and trust company having its principal place of business
in Hollidaysburg, Pennsylvania; Cenwest National Bank, a
national banking association having its principal place of
business in Johnstown, Pennsylvania; Deposit Bank, a
Pennsylvania-chartered bank and trust company having its
principal place of business in DuBois, Pennsylvania; First
National Bank of Leechburg, a national banking association
having its principal place of business in Leechburg,
Pennsylvania; National Bank of the Commonwealth, a national
banking association having its principal place of business in
Indiana, Pennsylvania; Peoples Bank and Trust Company, a
Pennsylvania-chartered bank and trust company having its
principal place of business in Jennerstown, Pennsylvania;
Peoples Bank of Western Pennsylvania, a
Pennsylvania-chartered bank having its principal place of
business in New Castle, Pennsylvania; First Commonwealth
Trust Company, a Pennsylvania-chartered trust company having
its principal place of business in Indiana, Pennsylvania and
engaged in rendering general trust services; Commonwealth
Systems Corporation, a Pennsylvania business corporation
having its principal place of business in Indiana,
Pennsylvania and engaged in rendering data processing
services; and Commonwealth Trust Credit Life Insurance
Company, an Arizona insurance corporation having its
principal place of business in Phoenix, Arizona
("Commonwealth Trust") and engaged as a reinsurer of credit
life and credit accident and health insurance. Each
Subsidiary has full corporate power and legal authority
(including all licenses, franchises, permits and other
governmental authorizations that are legally required) to own
its assets and to transact the business in which it is
engaged and proposes to engage. FCFC owns all the issued and
outstanding shares of capital stock of its Subsidiaries free
and clear of any liens, security interests or other
encumbrances, except for Commonwealth Trust which is 50%
owned. FCFC has no other direct or indirect subsidiaries.
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(d) Corporate Authority; Absence of Violation. The
Board of Directors of FCFC has authorized the execution,
delivery and performance of this Agreement and the Plan of
Merger and no approval of the FCFC shareholders is required
therefor, FCFC has the full power, authority and legal right
to enter into this Agreement, this Agreement has been duly
and validly executed and delivered by FCFC and this Agreement
constitutes a valid and binding obligation of FCFC
enforceable in accordance with its terms except to the extent
enforcement is limited by bankruptcy, insolvency or other
similar laws of general application affecting creditors'
rights or by the application by a court of equitable
principles. Neither the execution or delivery hereof, the
consummation of the Merger nor compliance by FCFC with any of
the provisions of this Agreement will violate any provision
of the Articles of Incorporation or By-Laws of FCFC or any of
its Subsidiaries or conflict with or result in a material
breach of or material default under any material agreement,
obligation or instrument to which FCFC or any of its
Subsidiaries is a party or by which any is bound, or violate
any order or decree of any court or any statute, rule or
regulation applicable to FCFC or any of its Subsidiaries or
the properties or assets of any of them.
(e) Financial Statements. FCFC has delivered to
Reliable FCFC's Annual Reports on Form 10-K for 1989, 1990,
1991, 1992 and 1993 and Annual Reports to Shareholders for
1989, 1990, 1991, 1992 and 1993, containing consolidated
balance sheets of FCFC at December 31, 1989, 1990, 1991, 1992
and 1993 and consolidated statements of income, changes in
shareholders' equity and cash flows of FCFC for each of the
five years in the period ended December 31, 1993, all audited
by Jarrett * Stokes & Co. (or its predecessor Jarrett & Co.),
certified public accountants. All such financial statements
(including the related notes and schedules) have been
prepared in conformity with generally accepted accounting
principles applied on a consistent basis and present fairly,
in all material respects, the consolidated financial position
of FCFC and its wholly-owned Subsidiaries and the
consolidated results of their operations and cash flows at
their respective dates and for the respective periods then
ended.
(f) Absence of Undisclosed Liabilities. Except as
reflected or reserved against in FCFC's December 31, 1993
consolidated balance sheet and except as previously disclosed
in writing to Reliable, as of December 31, 1993 there was no
liability or obligation of FCFC or any of its Subsidiaries of
any nature, due or to become due, absolute, contingent or
otherwise, including liability for or in respect of taxes,
required to be reflected or reserved against therein by
generally accepted accounting principles.
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(g) Absence of Certain Changes. Except as previously
disclosed in writing to Reliable, since December 31, 1993
there has not been:
(i) any material change in the condition,
financial or otherwise, or in the assets, liabilities or
business of FCFC or any of its Subsidiaries, other than
changes in the ordinary course of business which do not
in the aggregate materially and adversely affect the
business of FCFC and its Subsidiaries;
(ii) any damage to or destruction or loss of
property of FCFC or any of its Subsidiaries (whether or
not insured) which has had or may be reasonably expected
to have a material adverse effect on the business of
FCFC and its Subsidiaries; or
(iii) any sale or transfer of any assets or any
cancellation of any debts or claims of FCFC or any of
its Subsidiaries except in the ordinary course of
business or any mortgage, pledge or subjection to lien,
charge or encumbrance of any kind of any material assets
of any of them other than statutory liens for
obligations not yet delinquent.
(h) Taxes. The Federal income tax returns of FCFC and
its Subsidiaries have either been audited by the IRS or
closed by statute for all periods ending on or before
December 31, 1990. All taxes, deficiencies, interest and
penalties which are reflected as due under such returns or
which have been assessed as a result of such audits have been
paid in full, and there are no outstanding agreements to
extend periods during which additional assessments may be
made. Federal income tax returns required for all periods
beginning after December 31, 1990 and all returns in respect
of all other Federal, state and local taxes of any kind
required to be filed by FCFC and its Subsidiaries have been
timely filed, and all taxes, interest and penalties due in
respect of such periods have been paid. To the best of
FCFC's knowledge there is no proposed deficiency, assessment,
penalty or delinquency with respect to any of such returns or
any of the taxes reflected as due and payable thereby.
(i) Properties. Except as previously disclosed in
writing to Reliable, FCFC and its Subsidiaries have good and
marketable title to all of their real estate and assets
(including those reflected in FCFC's December 31, 1993
consolidated balance sheet except such as have been disposed
of in the ordinary course of business) free of any mortgage,
encumbrance, lien or security interest, except pledges of
assets to secure public deposits and minor imperfections in
title and encumbrances which do not materially detract from
the value or impair the use of the properties affected
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thereby. All material leases under which FCFC or any of its
Subsidiaries leases real or personal property, as lessee, are
valid and effective in accordance with their terms, and there
is no material existing default by FCFC or any of its
Subsidiaries under such leases or any event which with notice
or the lapse of time or both would constitute such a material
default.
(j) Compliance with Laws. To the best of FCFC's
knowledge, FCFC and its Subsidiaries are in substantial
compliance with all laws, rules, regulations and other legal
requirements applicable to them.
(k) Litigation and Administrative Proceedings. Except
as previously disclosed in writing to Reliable, there is no
action, suit, arbitration or administrative proceeding or
investigation to which FCFC or any of its Subsidiaries is or
may be a party or subject which is pending, or to FCFC's
knowledge threatened, in which there could be a judgment,
order, decree, liability, fine, penalty, injunction or cease-
and-desist order which would have a material adverse effect
on its condition, financial or otherwise, or the conduct of
its business.
(l) Employee Benefit Plans. All retirement and
employee benefit or welfare plans of FCFC or its Subsidiaries
have been maintained and operated in accordance with their
terms, and all such plans which are subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"),
have been maintained and operated in material compliance with
all applicable provisions of ERISA and the regulations
thereunder and are not subject to any accumulated funding
deficiency within the meaning of ERISA and the regulations
thereunder or to any outstanding liability to the Pension
Benefit Guaranty Corporation. No "prohibited transaction"
has occurred and is continuing with respect to any such plan,
nor has any "reportable event" occurred with respect thereof,
as such terms are defined in ERISA and the regulations
thereunder, and no such plan is a "Multiemployer Plan" or a
"Multiple Employer Plan", as such terms are defined in ERISA
and the regulations thereunder.
(m) Registration Statement. The Registration Statement
will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading at
the time the Registration Statement is declared effective by
the SEC, at the time the Proxy Statement/Prospectus is
distributed to the Reliable shareholders or at the time of
the Reliable Shareholders' Meeting, except that no
representation or warranty is made with respect to the
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information furnished by Reliable specifically for inclusion
therein.
4. Representations and Warranties of Reliable.
Reliable represents and warrants to FCFC that:
(a) Organization. Reliable is a corporation duly
organized, validly existing and in good standing under the
laws of the State of Delaware and is duly registered under
the Savings and Loan Holding Company Act. Reliable has full
corporate power and legal authority (including all licenses,
franchises, permits and other governmental authorizations
that are legally required) to own its assets and to transact
the business in which it is engaged and proposes to engage.
(b) Capitalization. The authorized capital stock of
Reliable consists of 1,000,000 shares of Preferred Stock, par
value $.01 per share, none of which has been issued, and
4,000,000 shares of Common Stock, par value $.01 per share,
of which 1,410,194 shares are presently issued and
outstanding, 50,048 shares are held as treasury shares and
11,336 shares are covered by outstanding stock options. All
of such issued shares have been duly authorized and are duly
and validly issued, fully paid and nonassessable. Except for
shares of Reliable Common Stock that may be issued upon
exercise of the foregoing stock options, Reliable is not a
party to or bound by any option, call, warrant or other
commitment or agreement obligating Reliable at present or
upon the occurrence of any event to issue or sell any
Reliable Stock or other capital stock of Reliable.
(c) Subsidiaries. Reliable has the following
subsidiary (the "Subsidiary"): Reliable Savings and Loan
Association of Bridgeville, PA, trading and doing business as
Reliable Savings Bank, PaSA ("Reliable Savings Bank").
Reliable Savings Bank is a permanent reserve fund stock
savings and loan association duly organized, validly existing
and in good standing under the laws of the Commonwealth of
Pennsylvania having its principal place of business in
Bridgeville, Pennsylvania; it is duly authorized to engage in
the savings and loan business as an insured savings and loan
association under the Federal Deposit Insurance Act, as
amended; it is a member in good standing of the Federal Home
Loan Bank of Pittsburgh; and all eligible accounts of
depositors issued by Reliable Savings Bank are insured by the
Savings Association Insurance Fund of the Federal Deposit
Insurance Corporation (the "FDIC") to the fullest extent
permitted by law. The Subsidiary has full corporate power
and legal authority (including all licenses, franchises,
permits and other governmental authorizations that are
legally required) to own its assets and to transact the
business in which it is engaged and proposes to engage.
Reliable owns all the issued and outstanding shares of
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capital stock of its Subsidiary free and clear of any liens,
security interests or other encumbrances. Reliable has no
other direct or indirect subsidiaries.
(d) Corporate Authority; Absence of Violation. The
Board of Directors of Reliable has authorized the execution
and delivery of this Agreement and the Plan of Merger, has
directed or will direct that this Agreement and the Plan of
Merger be submitted to the Reliable shareholders for their
approval and, subject to such approval, has authorized the
performance of this Agreement and the Plan of Merger and the
consummation of the Merger. Reliable has the full power,
authority and legal right to enter into this Agreement and
the Plan of Merger, this Agreement has been duly and validly
executed and delivered by Reliable and this Agreement
constitutes and the Plan of Merger when executed and
delivered by Reliable as herein provided will constitute, a
valid and binding obligation of Reliable enforceable in
accordance with its terms except to the extent enforcement is
limited by bankruptcy, insolvency or other similar laws of
general application affecting creditors' rights or by the
application by a court of equitable principles. Neither the
execution or delivery hereof or of the Plan of Merger, the
consummation of the Merger nor compliance by Reliable with
any of the provisions of this Agreement or the Plan of Merger
will violate any provision of the Articles of Incorporation
or By-Laws of Reliable or its Subsidiary or conflict with or
result in a material breach of or material default under any
material agreement, obligation or instrument to which
Reliable or its Subsidiary is a party or by which any is
bound, or violate any order or decree of any court or any
statute, rule or regulation applicable to Reliable or its
Subsidiary or the properties or assets of any of them.
(e) Financial Statements. Reliable has delivered to
FCFC (i) Auditors' Reports for the years ended September 30,
1989, 1990 and 1991, containing consolidated balance sheets
of Reliable at September 30, 1989, 1990 and 1991 and
consolidated statements of income and retained earnings and
cash flows of Reliable for each of the three years in the
period ended September 30, 1991, all audited by Edwards
Leap & Sauer, certified public accountants, (ii) Reliable's
Annual Reports on Form 10-K for the fiscal years ended
September 30, 1992 and 1993 and Annual Reports to
Stockholders for the fiscal years ended September 30, 1992
and 1993, containing consolidated balance sheets of Reliable
at September 30, 1992 and 1993 and consolidated statements of
income, changes in stockholders' equity and cash flows of
Reliable for each of the two years in the period ended
September 30, 1993, all audited by Edwards Leap & Sauer,
certified public accountants, and (iii) Reliable's Quarterly
Report on Form 10-Q for the quarter ended December 31, 1993,
containing a consolidated balance sheet of Reliable at
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December 31, 1993 and consolidated statements of income,
changes in stockholders' equity and cash flows for the
three-month periods ended December 31, 1992 and 1993, all
unaudited. All of such financial statements (including the
related notes and schedules) have been prepared in conformity
with generally accepted accounting principles applied on a
consistent basis and present fairly, in all material
respects, the consolidated financial position of Reliable and
its Subsidiary and the consolidated results of their
operations and cash flows at their respective dates and for
the respective periods then ended. The total equity capital
of Reliable as of December 31, 1993 was not less than
$30,175,000. In the case of the unaudited interim
statements, all normal recurring adjustments and such
additional adjustments as are, in the opinion of management,
necessary for a fair statement of the results for the interim
period were made.
(f) Absence of Undisclosed Liabilities. Except as
reflected or reserved against in Reliable's December 31, 1993
consolidated balance sheet and except as previously disclosed
in writing to FCFC, as of December 31, 1993 there was no
liability or obligation of Reliable or its Subsidiary of any
nature, due or to become due, absolute, contingent or
otherwise, including liability for or in respect of taxes,
required to be reflected or reserved against therein by
generally accepted accounting principles.
(g) Absence of Certain Changes. Except as previously
disclosed in writing to FCFC, since December 31, 1993 there
has not been:
(i) any material change in the condition,
financial or otherwise, or in the assets, liabilities or
business of Reliable or its Subsidiary, other than
changes in the ordinary course of business which do not
in the aggregate materially and adversely affect the
business of Reliable and its Subsidiary;
(ii) any damage to or destruction or loss of
property of Reliable or its Subsidiary (whether or not
insured) which has had or may have a material adverse
effect on the business of Reliable and its Subsidiary;
(iii) any sale or transfer of any assets or any
cancellation of any debts or claims of Reliable or its
Subsidiary except in the ordinary course of business or
any mortgage, pledge or subjection to lien, charge or
encumbrance of any kind of any material assets of any of
them other than statutory liens for obligations not yet
delinquent;
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(iv) any increase in the compensation payable or
to become payable to any of the officers, agents or
employees of Reliable or its Subsidiary or any bonus
arrangement with any of them other than merit increases
in accordance with past practices, normal cost-of-living
increases, regular bonuses and normal increases related
to promotions or increased job responsibilities; or any
adoption or modification of any pension, profit sharing
or other compensation plan or arrangement; or
(v) any declaration, payment or setting aside of a
dividend or distribution in respect of Reliable Stock
other than as would be permissible under Section 7(b)
hereof or any direct or indirect purchase of any
Reliable Stock.
(h) Taxes. The Federal income tax returns of Reliable
and its Subsidiary have either been audited by the IRS or
closed by statute for all periods ending on or before
September 30, 1989. All taxes, deficiencies, interest and
penalties which are reflected as due under such returns or
which have been assessed as a result of such audits have been
paid in full, and there are no outstanding agreements to
extend periods during which additional assessments may be
made. Federal income tax returns required for all periods
beginning after September 30, 1989 and all returns in respect
of all other Federal, state and local taxes of any kind
required to be filed by Reliable and its Subsidiary have been
timely filed, and all taxes, interest and penalties due in
respect thereof have been paid. Except as previously
disclosed in writing to FCFC, to the best of Reliable's
knowledge there is no proposed deficiency, assessment,
penalty or delinquency with respect to any of such returns or
any of the taxes reflected as due and payable thereby.
(i) Properties. Except as previously disclosed in
writing to FCFC, Reliable and its Subsidiary have good and
marketable title to all of their real estate and assets
(including those reflected in Reliable's December 31, 1993
consolidated balance sheet except such as have been disposed
of in the ordinary course of business) free of any mortgage,
encumbrance, lien or security interest, except pledges of
assets to secure public deposits and minor imperfections in
title and encumbrances which do not materially detract from
the value or impair the use of the properties affected
thereby. All material leases under which Reliable or its
Subsidiary leases real or personal property, as lessee, are
valid and effective in accordance with their terms, and there
is no material existing default by Reliable or its Subsidiary
under such leases or any event which with notice or the lapse
of time or both would constitute such a material default.
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<PAGE>
(j) Employment Contracts. Except as previously
disclosed in writing to FCFC, neither Reliable nor its
Subsidiary is a party or subject to any contract of
employment not terminable at will or any profit sharing,
incentive compensation, bonus, thrift, savings or other
employee benefit or welfare plan providing for employer
contributions other than the profit sharing plan referred to
in Section 4(m) hereof or group insurance or medical plans.
(k) Compliance with Laws. To the best of Reliable's
knowledge, Reliable and its Subsidiary are in substantial
compliance with all laws, rules, regulations and other legal
requirements applicable to them.
(l) Litigation and Administrative Proceedings. Except
as previously disclosed in writing to FCFC, there is no
action, suit, arbitration or administrative proceeding or
investigation to which Reliable or its Subsidiary is or may
be a party or subject which is pending, or to Reliable's
knowledge threatened, in which there could be a judgment,
order, decree, liability, fine, penalty, injunction or cease-
and-desist order which would have a material adverse effect
on its condition, financial or otherwise, or the conduct of
its business.
(m) Employee Benefit Plans. Except as previously
disclosed in writing to FCFC, neither Reliable nor its
Subsidiary has any contract or plan providing for retirement
benefits. All retirement and employee benefit or welfare
plans of Reliable or its Subsidiary have been maintained and
operated in accordance with their terms, and all such plans
which are subject to ERISA have been maintained and operated
in material compliance with all applicable provisions of
ERISA and the regulations thereunder and are not subject to
any accumulated funding deficiency within the meaning of
ERISA and the regulations thereunder or to any outstanding
liability to the Pension Benefit Guaranty Corporation. No
"prohibited transaction" has occurred and is continuing with
respect to any such plan, nor has any "reportable event"
occurred in respect thereof, as such terms are defined in
ERISA and the regulations thereunder, and no such plan is a
"Multiemployer Plan" or a "Multiple Employer Plan", as such
terms are defined in ERISA and the regulations thereunder.
(n) Proxy Statement/Prospectus. None of the
information relating to Reliable to be included in the Proxy
Statement/Prospectus will contain any untrue statement of a
material fact or omit to state any material fact required to
be stated therein or necessary to make the statements
therein, in light of the circumstances under which they are
made, not misleading at the time the Proxy Statement/
Prospectus is distributed to the Reliable shareholders or at
the time of the Reliable Shareholders' Meeting, except that
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<PAGE>
no representation or warranty is made with respect to the
information furnished by FCFC specifically for inclusion
therein.
5. Covenants and Actions of FCFC Pending the Closing.
Between the date hereof and the Closing Date:
(a) Formation of Interim Reliable. FCFC shall cause
Interim Reliable to be incorporated as a business corporation
under the Pennsylvania Business Corporation Law of 1988, as
amended (the "Pennsylvania Business Corporation Law"), and as
a wholly-owned subsidiary of FCFC by filing with the
Pennsylvania Department of State Articles of Incorporation of
Interim Reliable in substantially the form attached hereto as
Appendix B and by filing with the Federal Reserve Board an
application for approval of the Merger under the Bank Holding
Company Act. FCFC shall take or cause to be taken all
actions (including the payment of all fees in connection
therewith) necessary for such applications to be approved.
FCFC shall contribute to the capital, surplus and expense
fund of Interim Reliable such amounts as may be required by
the Pennsylvania Department of Banking under the Pennsylvania
Banking Code to permit Interim Reliable to be incorporated
and to consummate the Merger.
(b) Plan of Merger. After Interim Reliable is
incorporated and may execute and deliver the Plan of Merger,
FCFC will cause Interim Reliable to execute and deliver the
Plan of Merger and will ensure that all issued and
outstanding shares of the capital stock of Interim Reliable
are voted to approve the Merger.
(c) Proxy Statement/Prospectus. FCFC will cooperate
with Reliable in the preparation and filing of the Proxy
Statement/Prospectus in accordance with the requirements of
the proxy rules of the SEC under the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
(d) Regulatory Approvals. FCFC will file an
application with the Pennsylvania Department of Banking for
its approval of the Merger under the Pennsylvania Banking
Code and the Pennsylvania Savings Association Code, an
application with the OTS for its approval of the Merger under
the Savings and Loan Holding Company Act and any other
applications with any other regulatory agencies having
jurisdiction that may be necessary for the consummation of
the Merger. FCFC will take all actions necessary for such
applications to be approved and will provide Reliable with
copies of all correspondence and notices to or from such
agencies concerning such applications.
(e) Registration Statement. As soon as practicable
after the date hereof, FCFC will prepare and file with the
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<PAGE>
SEC under the Securities Act a registration statement on
Form S-4, or other appropriate form, for the registration of
the shares of FCFC Stock to be issued pursuant to the Plan of
Merger (the "Registration Statement"), which will include a
preliminary form of the Proxy Statement/Prospectus. FCFC
will not be liable for any untrue statement of a material
fact or omission to state a material fact in the Registration
Statement made in reliance upon, and in conformity with,
information furnished to FCFC by Reliable for use therein.
FCFC will provide Reliable with copies of all correspondence,
comment letters or notices to or from the SEC concerning or
relating to the Registration Statement and will advise
Reliable promptly after it receives notice thereof, of the
time when the Registration Statement has become effective or
any supplement or amendment thereto has been filed, of the
issuance of any stop order with respect to the effectiveness
thereof, of the suspension of the qualification of the FCFC
Stock issuable in connection with the Merger for offering or
sale in any jurisdiction, of the initiation or threat of any
proceeding for any such purpose, or of any request by the SEC
for the amendment or supplement of the Registration Statement
or the filing or submission of additional information.
(f) Stock Exchange Listing. FCFC will use all
reasonable efforts to cause the shares of FCFC Stock to be
issued in the Merger to be approved for listing on the NYSE,
subject to official notice of issuance, prior to the Closing
Date.
(g) Access to Properties and Records. Between the date
of this Agreement and the Effective Date, FCFC will give
Reliable and its authorized representatives reasonable access
during normal business hours to the properties, books and
records of FCFC and its Subsidiaries and will cause their
officers to furnish such additional financial and operating
data and other information as Reliable may reasonably
request, subject to the obligation of Reliable and its
authorized representatives to maintain the confidentiality of
all information concerning FCFC and its Subsidiaries
furnished to Reliable or obtained by Reliable by reason of
such access, whether before or after the date of this
Agreement.
(h) Notice of Actions and Proceedings. FCFC will
promptly notify Reliable of any actions, claims or legal,
administrative or arbitration proceedings or investigations
threatened or commenced against FCFC or its Subsidiaries,
which, if pending on the date hereof, would have been
required to be disclosed to Reliable to assure the accuracy
of the representations of FCFC contained in Section 3(k)
hereof or which otherwise relate to, or affect, the business
or assets of FCFC or its Subsidiaries in any material respect
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<PAGE>
or the consummation of the Merger and the transactions
contemplated hereby.
6. Covenants and Actions of Reliable Pending the
Closing. Between the date hereof and the Closing Date:
(a) Plan of Merger. After Interim Reliable is
incorporated and may execute and deliver the Plan of Merger,
Reliable will execute and deliver the Plan of Merger.
(b) Shareholders' Meeting. Reliable will take
appropriate action to call a meeting of its shareholders (the
"Reliable Shareholders' Meeting"), to be held not more than
45 days following the effective date of the Registration
Statement, to consider approval of this Agreement and the
Plan of Merger. Subject to its continuing fiduciary duties
to Reliable's shareholders, Reliable's Board of Directors
will use its best efforts to secure such approval. In
connection with the Reliable Shareholders' Meeting, Reliable
will duly solicit, in compliance with Section 14(a) of the
Exchange Act, the vote of the Reliable shareholders by
mailing or delivering to each such shareholder on the date
such Registration Statement is declared effective by the SEC
or as soon thereafter as practicable the Proxy Statement/
Prospectus in the form filed by FCFC with the SEC pursuant to
Rule 424(b) under the Securities Act in connection with the
Registration Statement.
(c) Proxy Statement/Prospectus. Reliable will
cooperate with FCFC in the preparation and filing of the
Proxy Statement/Prospectus in accordance with the
requirements of the proxy rules of the SEC under the Exchange
Act and the filing thereof as part of the Registration
Statement. Reliable will not be liable for any untrue
statement of a material fact or omission to state a material
fact in the Proxy Statement/Prospectus made in reliance upon,
and in conformity with, information furnished to Reliable by
FCFC for use therein.
(d) Regulatory Approvals. Reliable will cooperate with
FCFC in the preparation and filing of an application with the
OTS for its approval of the Merger under the Savings and Loan
Holding Company Act and any other applications with any other
regulatory agencies having jurisdiction that may be necessary
for the consummation of the Merger. Reliable will publish
all notices in connection with such applications, supply all
information reasonably requested by FCFC or any such
regulatory agency in connection with such applications and
take any other actions required on the part of Reliable for
such applications to be approved.
(e) Access to Properties and Records. Between the date
of this Agreement and the Effective Date, Reliable will give
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<PAGE>
FCFC and its authorized representatives reasonable access
during normal business hours to the properties, books and
records of Reliable and its Subsidiary and will cause their
officers to furnish such additional financial and operating
data and other information as FCFC may reasonably request,
subject to the obligation of FCFC and its authorized
representatives to maintain the confidentiality of all
information concerning Reliable and its Subsidiary furnished
to FCFC or obtained by FCFC by reason of such access, whether
before or after the date of this Agreement.
(f) Notice of Actions and Proceedings. Reliable will
promptly notify FCFC of any actions, claims or legal,
administrative or arbitration proceedings or investigations
threatened or commenced against Reliable or its Subsidiary,
which, if pending on the date hereof, would have been
required to be disclosed to FCFC to assure the accuracy of
the representations of Reliable contained in Section 4(1)
hereof or which otherwise relate to, or affect, the business
or assets of Reliable or its Subsidiary in any material
respect or the consummation of the Merger and the
transactions contemplated hereby.
(g) Reliable Affiliates. Reliable will furnish FCFC
with a schedule of all holders of Reliable Stock and other
persons who on the date of the Reliable Shareholders' Meeting
may be deemed to be affiliates of Reliable within the meaning
of Rule 145 under the Securities Act and will use its best
efforts to assist FCFC in obtaining from each of such persons
an executed affiliate's agreement in a form reasonably
satisfactory to counsel for FCFC and counsel for Reliable.
To permit the Merger to be accounted for as a pooling of
interests, each affiliate's agreement will include an
undertaking that the affiliate will not sell, assign, pledge,
transfer or otherwise dispose of any of his Reliable Stock or
any of the FCFC Stock to be received by the affiliate in the
Merger, except at such time and in such quantities as are
permitted in Section 201.01 of the SEC's Codification of
Financial Reporting Polices and Staff Accounting Bulletin
Nos. 65 and 76.
7. Covenants and Actions of FCFC and Reliable Pending
the Closing. Between the date hereof and the Closing Date:
(a) Conduct of Business in Ordinary Course. Pending
the Merger, the business and operations of each of FCFC and
Reliable and their Subsidiaries will be conducted only in the
ordinary course, and each will use its best efforts, and will
cause each of its Subsidiaries to use its best efforts, to
preserve its business organization intact and to preserve its
goodwill with its customers and others having business
relations with it, and neither FCFC nor Reliable will,
without the prior written consent of the other or except as
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<PAGE>
expressly contemplated herein or previously disclosed in
writing to the other:
(i) amend its Articles of Incorporation or its
By-Laws;
(ii) issue, sell, purchase, acquire or redeem, or
grant options or rights to purchase, any shares of its
capital stock or other securities other than, in the
case of FCFC, transactions in connection with its
employee stock ownership plan and, in the case of
Reliable, shares issued upon proper exercise of any of
the options described in Section 4(b) hereof; or
(iii) take any action which if taken prior to the
date hereof would have constituted a breach of any
representation or warranty contained herein or permit
any of its Subsidiaries to do so.
(b) Reliable Dividends. Reliable will not declare, pay
or set aside a dividend or other distribution in respect of
its capital stock other than cash dividends declared prior to
the date hereof and regular quarterly cash dividends each in
an amount no greater than $.40 per share and each having both
a record date and a payment date the same as the regular
quarterly cash dividend of FCFC.
(c) Satisfaction of Conditions. Each party will
exercise its best efforts to assure that all conditions to
the obligations of the other party under this Agreement are
fulfilled.
8. Closing and Effective Date.
(a) Closing Date. The transactions contemplated hereby
will be consummated at a closing (the "Closing") to be held
at the offices of Reliable, 428 Station Street, Bridgeville,
Pennsylvania, at 10:00 A.M., local time, on September 26,
1994, on such earlier date as the parties may agree or, in
the event all conditions to the consummation of the Merger
other than the Closing shall not have been satisfied prior to
September 26, 1994, on the earliest practicable date
following satisfaction of such conditions (the "Closing
Date"). At the Closing the parties will exchange the
certificates and other documents provided for in this
Section.
(b) Closing Certificate of FCFC. At the Closing, FCFC
will deliver to Reliable a certificate dated the Closing Date
of its chief executive officer, its chief financial officer
and its Secretary to the effect that:
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<PAGE>
(i) except for changes approved by Reliable or
contemplated hereby, the representations and warranties
of FCFC contained herein are true and correct in all
material respects on the Closing Date as if made on such
date;
(ii) FCFC has performed and complied with all
agreements, covenants and conditions to be performed or
complied with by FCFC hereunder on or before the Closing
Date;
(iii) Interim Reliable has been duly organized
under the Pennsylvania Business Corporation Law;
(iv) the Merger has been approved by the
Pennsylvania Department of Banking under the
Pennsylvania Banking Code and the Pennsylvania Savings
Association Code;
(v) the Merger has been approved by the OTS under
the Savings and Loan Holding Company Act;
(vi) the Merger has been approved by the Federal
Reserve Board under the Bank Holding Company Act;
(vii) periods of 30 days have expired since the
dates of the approvals by the OTS and the Federal
Reserve Board referred to in (v) and (vi) above without
a stay of effectiveness of either such approval by
reason of the filing of an action by the United States
under the antitrust laws during that period; and
(viii) the Registration Statement has been
declared effective by the SEC by an order, and that, to
the best knowledge of such officers after due inquiry,
no stop order with respect to the effectiveness of the
Registration Statement has been issued nor any
proceeding therefor initiated or threatened under the
Securities Act.
(c) Closing Certificate of Reliable. At the Closing,
Reliable will deliver to FCFC a certificate dated the Closing
Date of its chief executive officer, its chief financial
officer and its Secretary to the effect that:
(i) except for changes approved by FCFC or
contemplated hereby, the representations and warranties
of Reliable contained herein are true and correct in all
material respects on the Closing Date as if made on such
date;
(ii) Reliable has performed and complied with all
agreements, covenants and conditions to be performed or
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<PAGE>
complied with by Reliable hereunder on or before the
Closing Date;
(iii) the holders of the requisite number of
shares of Reliable Stock have approved this Agreement
and the Plan of Merger; and
(iv) lists submitted to FCFC contain the names of
all holders of Reliable Stock who voted in favor of the
Merger and the number of shares owned by each such
shareholder.
(d) Opinion of Counsel for FCFC. Reliable will receive
from counsel for FCFC, an opinion or opinions, dated the
Effective Date and in form and substance satisfactory to
Reliable and its counsel, with respect to the validity of the
Merger, the due authorization and issuance of the FCFC Stock
to be issued in connection with the Merger and such other
matters related thereto as may be agreed upon by FCFC and
Reliable.
In rendering such opinions, such counsel may rely as to
matters of fact, to the extent such counsel deems such
reliance necessary or appropriate, upon certificates of
public officials and of responsible officers of FCFC,
provided that the extent of such reliance is specified in the
opinion and executed counterparts of such certificates have
been furnished to Reliable.
(e) Opinion of Counsel for Reliable. FCFC will receive
from counsel for Reliable, an opinion or opinions, dated the
Effective Date and in form and substance satisfactory to FCFC
and its counsel, with respect to the validity of the Merger
and such other matters related thereto as may be agreed upon
by FCFC and Reliable.
In rendering such opinions, such counsel may rely as to
matters of fact, to the extent such counsel deems such
reliance necessary or appropriate, upon certificates of
public officials and responsible officers of Reliable,
provided that the extent of such reliance is specified in the
opinion and executed counterparts of such certificates have
been furnished to FCFC.
(f) Additional Documents. At or before the Closing,
each party shall have received from the other such certified
or other copies of such documents and proceedings in
connection with the transactions contemplated hereby as such
party or its counsel may reasonably request.
(g) Effective Date of Merger. Upon the delivery of all
documents to be delivered at the Closing, FCFC and Reliable
will file with the Delaware Secretary of State and the
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Pennsylvania Department of State the Certificate of Merger
and Articles of Merger, respectively, provided for in the
Plan of Merger, specifying that the Merger will be effective
as of the close of business on the last day of the month in
which the Closing occurs or such other date and time as the
parties may agree (the "Effective Date").
9. Board of Directors of Reliable Savings Bank
Following Effective Date. Upon the Merger becoming effective and
without the necessity of any further corporate action by Reliable
Savings Bank, the number of directors of Reliable Savings Bank
shall be increased by two and such vacancies shall be filled by
E. James Trimarchi and Joseph E. O'Dell, who shall hold office
until the 1995 and 1997 annual meetings of the Reliable Savings
Bank shareholders, respectively, and until their respective
successors have been duly elected and qualified.
10. Other Agreements of FCFC and Reliable.
(a) FCFC covenants that it will issue to the former
holders of Reliable Stock the shares of FCFC Stock to which
they are entitled in accordance with the provisions of the
Plan of Merger and that it will perform all other obligations
of FCFC under the Plan of Merger.
(b) FCFC covenants that it will advance funds to
Interim Reliable to make any required payments to the holders
of Reliable Stock.
11. Termination.
(a) Mutual Consent. FCFC and Reliable may terminate
this Agreement and the Plan of Merger by written mutual
consent of their respective Boards of Directors at any time
before the Effective Date, without liability of any party,
notwithstanding prior approval by the Reliable shareholders,
and such consent shall not be unreasonably withheld by FCFC
or Reliable.
(b) Failure of Conditions. Notwithstanding prior
approval by the Reliable shareholders, either FCFC or
Reliable may, without liability of any party, terminate this
Agreement and the Plan of Merger by written notice to the
other in the event of a failure to satisfy before June 30,
1995 any of the conditions to its obligations under this
Agreement, if such failure occurred despite the good faith
effort of the party electing to terminate to perform all
agreements and covenants and to satisfy all conditions
required to be performed or satisfied by it.
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12. Miscellaneous.
(a) Brokers. FCFC and Reliable each represents and
warrants that except as previously disclosed in writing to
the other party, it is not obligated to pay any brokerage
commissions, finder's fees or other like payments in
connection with the transactions contemplated hereby. Each
party agrees to pay or discharge and to indemnify and hold
the other harmless from and against any and all claims or
liabilities for brokerage commissions, finder's fees and
other like payments incurred by such party in connection with
the transactions contemplated hereby.
(b) Expenses. The fees and expenses of Reed Smith Shaw
& McClay related to this Agreement and the Plan of Merger,
the federal tax opinion referred to in Section 2(c) hereof,
the Proxy Statement/Prospectus and the consummation of the
Merger shall be borne equally by the parties hereto. The fees
and expenses of Reed Smith Shaw & McClay related to the
regulatory approvals referred to in Section 2(b) hereof shall
be borne by FCFC. Each party shall bear its own other
expenses incurred in connection with this Agreement, the
Merger and all related transactions, including fees of
accountants, attorneys and investment advisors. The
obligations of the parties under this Section 12(b) shall
survive any termination of this Agreement.
(c) Further Assurances. Each party shall execute and
deliver such instruments and take such other actions as the
other party hereto may reasonably request in order to carry
out the intent and purposes hereof and the Plan of Merger.
(d) Survival. Except for those contained in
Sections 3(m) and 4(n) hereof, the representations and
warranties of the parties contained herein or in any schedule
or certificate delivered in connection herewith shall not
survive the Closing and Effective Date but expire with and be
terminated and extinguished by the consummation of the Merger
contemplated hereby.
(e) Amendment and Waiver. Subject to applicable law,
this Agreement may be amended in any respect by an instrument
in writing signed by an authorized officer of each of FCFC
and Reliable, whether before or after the Reliable
Shareholders' Meeting, at any time before the Effective Date,
except that no such amendment after such Shareholders'
Meeting shall affect the rates of exchange of FCFC Stock for
Reliable Stock provided in the Plan of Merger, alter or
change any term of the certificate of incorporation of the
surviving corporation to be effected by the Merger, or alter
or change any of the terms and conditions of this Agreement
if such alteration or change would adversely affect the
holder of any class or series thereof of Reliable or Interim
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<PAGE>
Reliable. FCFC or Reliable may (i) extend the time for the
performance of any of the obligations of the other party,
(ii) waive any inaccuracies in the representations and
warranties of the other party, (iii) waive compliance by the
other party with any of the covenants or agreements contained
herein and the performance of any obligations of the other
party and (iv) waive the fulfillment of any condition (other
than Sections 2(a), (b), (d) and (g) hereof) that is
precedent to the performance by it of any of its obligations
under this Agreement, all of the above to the fullest extent
permitted by law.
(f) Communications. All notices and other
communications hereunder shall be in writing and shall be
deemed to have been given if delivered by hand or mailed,
first-class, registered or certified mail, postage prepaid,
addressed as follows:
If to FCFC:
First Commonwealth Financial Corporation
Old Courthouse Square
P.O. Box 400
Indiana, Pennsylvania 15701-0400
Attention: E. James Trimarchi, Chairman
With a copy to:
Tomb and Tomb
402 Indiana Theatre Building
Indiana, Pennsylvania 15701
Attention: David R. Tomb, Jr., Esquire
If to Reliable:
Reliable Financial Corporation
428 Station Street
Bridgeville, Pennsylvania 15017-2002
Attention: Stephen Grippi, President
With a copy to:
Raymond J. Gustini, Esquire
Kelley Drye & Warren
2300 M Street, N.W.
Washington, D.C. 20037
or at such other address or addresses as may hereafter be
furnished by the addressee party.
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(g) Counterparts; Headings. This Agreement may be
executed in several counterparts, each of which will
constitute an original. The headings and captions contained
herein are for reference purposes only and do not constitute
a part hereof.
(h) Governing Law. This Agreement shall be governed by
and construed and enforced in accordance with the law of the
Commonwealth of Pennsylvania and, to the extent applicable,
the law of the United States.
(i) Entire Agreement. This Agreement, together with
the Plan of Merger, sets forth the entire understanding of
the parties with respect to the subject matter hereof and
supersedes all previous agreements or understandings among
the parties with respect thereto.
IN WITNESS WHEREOF, the parties hereto, by their
officers thereunto duly authorized, have executed this Agreement
as of the date first above written.
Attest: FIRST COMMONWEALTH FINANCIAL
CORPORATION
/s/ David R. Tomb, Jr. By /s/ E. James Trimarchi
David R. Tomb, Jr., Secretary E. James Trimarchi, Chairman
[Corporate Seal]
Attest: RELIABLE FINANCIAL CORPORATION
/s/ Jean L. David By /s/ Stephen Grippi
Jean L. David, Secretary Stephen Grippi, President
[Corporate Seal]
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APPENDIX A
PLAN OF MERGER
PLAN OF MERGER (the "Plan") made by RELIABLE FINANCIAL
CORPORATION, a Delaware corporation having its principal place of
business at 428 Station Street, Bridgeville, Allegheny County,
Pennsylvania ("Reliable"), and INTERIM RELIABLE, INC., a
Pennsylvania business corporation having its principal place of
business at 428 Station Street, Bridgeville, Allegheny County,
Pennsylvania ("Interim Reliable"). Reliable and Interim Reliable
are hereinafter sometimes referred to as the "Constituent
Corporations."
W I T N E S S E T H:
WHEREAS, First Commonwealth Financial Corporation, a
Pennsylvania business corporation having its principal place of
business at Old Courthouse Square, 22 North Sixth Street, Indiana,
Pennsylvania ("FCFC"), is a bank holding company registered under
the Bank Holding Company Act of 1956, as amended, and prior to the
merger contemplated hereby will be the owner of all the issued and
outstanding capital stock of Interim Reliable; and
WHEREAS, FCFC and Reliable have entered into an
Agreement and Plan of Reorganization dated as of April , 1994
(the "Reorganization Agreement"), which provides, among other
things, for the execution of this Plan and the acquisition of
Reliable by FCFC by means of the merger (the "Merger") of Reliable
into Interim Reliable;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements herein contained, and for the
purpose of stating the method, terms and conditions of the Merger,
including the rights of the shareholders of Reliable and Interim
Reliable, and such other details and provisions as are deemed
desirable, the parties hereto, each intending to be legally bound
hereby, agree as follows:
1. The Merger. Subject to the terms and conditions of
this Plan and the Reorganization Agreement, and in accordance with
the laws of the State of Delaware and the Commonwealth of
Pennsylvania, on the Effective Date (as defined in Section 8(g) of
the Reorganization Agreement) Reliable shall be merged into
Interim Reliable, which shall be the surviving corporation.
2. Articles of Incorporation and By-Laws. Upon the
Merger becoming effective, the Articles of Incorporation and
By-Laws of Interim Reliable as in effect on the Effective Date
shall continue in effect without change therein by reason of the
Merger, except that Article 1 of the Articles of Incorporation
shall be changed to and be as follows in its entirety:
A-1<PAGE>
<PAGE>
1. The name of the corporation is Reliable Financial
Corporation.
3. Directors, Officers, Employees. Upon the Merger
becoming effective, the persons who are then members of the Board
of Directors of Reliable plus E. James Trimarchi and Joseph E.
O'Dell shall become the Board of Directors of the surviving
corporation, the persons who are then officers of Reliable shall
become the officers of, and shall hold the same offices with, the
surviving corporation and the persons who are then employees of
Reliable shall become the employees of, and shall hold the same
positions with, the surviving corporation.
4. Conversion of Reliable Shares.
(a) Subject to the provisions of Section 6 hereof with
respect to the payment of fractional shares in cash, each share of
Common Stock, par value $.01 per share, of Reliable ("Reliable
Common Stock") issued and outstanding immediately before the
Merger becomes effective shall, by virtue of the Merger and
without any action on the part of the holder thereof, be converted
into 1.6 shares of Common Stock, par value $1 per share, of FCFC
("FCFC Common Stock").
(b) Each share of Reliable Common Stock which is issued
and owned by Reliable as treasury stock on the Effective Date
shall, by virtue of the merger and without any action on the part
of Reliable, be retired and cancelled.
(c) Each outstanding option to purchase shares of
Reliable Common Stock under Reliable's 1992 Stock Option Plans
shall be converted into and become an option to purchase FCFC
Common Stock at the rate of 1.6 shares of FCFC Common Stock for
each share of Reliable Common Stock subject to the option. Except
as provided in the preceding sentence, each such option shall be
upon the same terms and conditions and have the same provisions
that were contained therein immediately before the Merger becomes
effective.
5. Surviving Corporation Stock. The number of shares
of Common Stock, par value $1 per share, of the surviving
corporation ("Surviving Corporation Common Stock") issued and
outstanding immediately before the Merger becomes effective, all
of which will be owned by FCFC, shall, by virtue of the Merger and
without any action on the part of the holder thereof, be increased
to 1,000,000 shares of Surviving Corporation Common Stock, all of
which shares shall be owned by FCFC, and the capital surplus of
the surviving corporation shall by virtue of the Merger be
increased to $11,500,000.
6. Surrender and Exchange of Reliable Stock
Certificates. Upon the Merger becoming effective, holders of
certificates that represent shares of Reliable Common Stock
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outstanding immediately before the Merger becomes effective
(hereinafter called "Old Certificates") shall cease to be, and
shall have no rights as, shareholders of Reliable. Old
Certificates shall be exchangeable by the holders thereof (upon
surrender of such Old Certificates in the manner provided in the
transmittal materials described below) for a certificate or
certificates for that number of shares of FCFC Common Stock equal
to the product of 1.6 times the number of shares of Reliable
Common Stock represented by the Old Certificates so surrendered;
provided, however, that each holder of Old Certificates who would
otherwise be entitled to receive a fraction of a share of FCFC
Common Stock (after taking into account all shares of Reliable
Common Stock represented by the Old Certificates then surrendered
by such holder) shall receive from FCFC, in lieu thereof, cash in
an amount equal to such fractional part of a share multiplied by
the value of $19 for one whole share of FCFC Common Stock, which
was the price per share that was the basis of the negotiations
between FCFC and Reliable.
As promptly as practicable after the Effective Date,
FCFC shall send or cause to be sent to each holder of record of
Reliable Common Stock as of the close of business on the Effective
Date transmittal materials for use in surrendering Old
Certificates in exchange for certificates representing FCFC Common
Stock. The letter of transmittal will contain instructions with
respect to the surrender of Old Certificates.
No interest shall accrue or be payable in respect of any
cash payable upon surrender for exchange of Old Certificates. If
any dividend on FCFC Common Stock is declared by FCFC after the
Effective Date, the declaration shall include dividends on all
whole shares of FCFC Common Stock into which shares of Reliable
Common Stock have been converted under this Plan, but no former
holder of record of Reliable Common Stock will be entitled to
receive a distribution of any such dividend until surrender of the
shareholder's Old Certificates shall have been effected in
accordance with the instructions furnished by FCFC. Upon
surrender for exchange of a shareholder's Old Certificates, such
shareholder shall be entitled to receive from FCFC an amount equal
to all such dividends declared (without interest thereon and less
the amount of taxes, if any, which may have been imposed or paid
thereon), and for which the payment date has occurred, on the
whole shares of FCFC Common Stock into which the shares of
Reliable Common Stock represented by such Old Certificates have
been converted.
After the Merger becomes effective, there shall be no
transfers on the stock transfer books of Reliable or FCFC of
shares of Reliable Common Stock. If, after the Effective Date,
Old Certificates are presented for transfer, they shall be
cancelled and certificates representing whole shares of FCFC
Common Stock (and cash in lieu of any fractional share) shall be
issued or paid in exchange therefor as provided herein.
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7. No Dissenters' Rights. Under Section 262 of the
Delaware General Corporation Law, the rights and remedies of a
dissenting shareholder are not available to a holder of Reliable
Common Stock who objects to this Plan.
8. Certificate and Articles of Merger. Upon
fulfillment of all conditions in Section 2 of the Reorganization
Agreement other than completion of the Closing (as defined in
Section 8(a) of the Reorganization Agreement), Reliable and
Interim Reliable will execute a Certificate of Merger in
compliance with the requirements of the Delaware General
Corporation Law and Articles of Merger in compliance with the
requirements of the Pennsylvania Business Corporation Law of 1988,
as amended (the "Pennsylvania Business Corporation Law"), and will
deliver them to the Delaware Secretary of State and Pennsylvania
Department of State, respectively, specifying that the Merger
shall be effective as of the close of business on the last day of
the month in which the Closing occurs or such other date and time
as the parties may agree.
9. Termination and Amendment. Notwithstanding approval
by the shareholders of Reliable or Interim Reliable or both of
them, this Plan shall be terminated and the Merger shall be
abandoned in the event of termination of the Reorganization
Agreement as provided therein. If there is such termination after
delivery of the Certificate of Merger to the Delaware Secretary of
State and Articles of Merger to the Pennsylvania Department of
State, such Certificate of Merger and Articles of Merger shall be
withdrawn, terminated and cancelled. Subject to applicable law,
this Plan may be amended in any respect by an instrument in
writing signed by an authorized officer of each of Reliable and
Interim Reliable before or after the shareholders' meeting
referred to in Section 6(b) of the Reorganization Agreement at any
time before the Merger becomes effective, except that no such
amendment after such shareholders' meeting shall affect the rates
of exchange provided in Sections 4 and 6 of this Plan, alter or
change any term of the certificate of incorporation of the
surviving corporation to be effected by the Merger, or alter or
change any of the terms and conditions of this Plan if such
alteration or change would adversely affect the holder of any
class or series thereof of Reliable or Interim Reliable.
10. Effect of Merger. On the Effective Date, the
separate existence of Reliable shall cease, and all of the
property (real, personal and mixed), rights, powers, duties and
obligations of Reliable and Interim Reliable shall be taken and
deemed to be transferred to and vested in Interim Reliable, as the
surviving corporation, without further act or deed, all as
provided in the Delaware General Corporation Law and the
Pennsylvania Business Corporation Law.
11. Further Assurances. If at any time Interim
Reliable shall consider or be advised that any further
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assignments, conveyances or assurances in law are necessary or
desirable to vest, perfect or confirm of record in Interim
Reliable the title to any property or rights of the Constituent
Corporations, or otherwise to carry out the provisions hereof, the
proper officers and directors of the Constituent Corporations
immediately before the Effective Date shall, on behalf of the
Constituent Corporations, execute and deliver any and all proper
deeds, assignments and assurances in law, and do all things
necessary or proper to vest, perfect or confirm title to such
property or rights in Interim Reliable and otherwise to carry out
the provisions hereof.
12. Counterparts; Headings. This Plan may be executed
in several counterparts, each of which will constitute an
original. The headings and captions contained herein are for
reference purposes only and do not constitute a part hereof.
13. Governing Law. This Plan shall be governed by and
construed and enforced in accordance with the law of the
Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties have executed this
Agreement this 21st day of April, 1994.
Attest: RELIABLE FINANCIAL CORPORATION
/s/ Jean L. David By /s/ Stephen Grippi
Jean L. David, Secretary Stephen Grippi, President
[Corporate Seal]
Attest: INTERIM RELIABLE, INC.
/s/ David R. Tomb, Jr. By /s/ E. James Trimarchi
David R. Tomb, Jr., Secretary E. James Trimarchi, President
[Corporate Seal]
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APPENDIX B
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
Articles of Incorporation
In compliance with the requirements of 1306 of the
Business Corporation Law of 1988, Act of December 21, 1988 (P.L.
1444, No. 177), as amended (15 Pa.C.S. 1306), the undersigned,
desiring to incorporate a business corporation, hereby certifies
that:
1. Corporate Name. The name of the Corporation is
Interim Reliable, Inc.
2. Registered Office. The location and post office
address of the initial registered office of the Corporation in
this Commonwealth is 428 Station Street, Bridgeville, Allegheny
County, Pennsylvania 15017-2002.
3. Business Corporation Law of 1988. The Corporation
is incorporated under the provisions of the Business Corporation
Law of 1988.
4. Capital Stock. The aggregate number of shares that
the Corporation shall have authority to issue is 10,000,000 shares
of Common Stock, par value $1 per share.
5. No Cumulative Voting. The shareholders of the
Corporation shall not be entitled to cumulate their votes for the
election of directors.
6. Incorporator. The name and post office address of
the incorporator is Joseph E. O'Dell, 152 Timber Springs Lane,
White Township, Indiana, Pennsylvania 15701.
7. Personal Liability of Directors.
(a) Elimination of Liability. To the fullest extent
that the laws of the Commonwealth of Pennsylvania, as now in
effect or as hereafter amended, permit elimination or limitation
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of the liability of directors, no director of the Corporation
shall be personally liable for monetary damages as such for any
action taken, or any failure to take any action, as a director.
(b) Nature and Extent of Rights. The provisions of
this Article shall be deemed to be a contract with each director
of the Corporation who serves as such at any time while this
Article is in effect and each such director shall be deemed to be
so serving in reliance on the provisions of this Article. Any
amendment or repeal of this Article or adoption of any By-Law or
provision of the Articles of the Corporation which has the effect
of increasing director liability shall operate prospectively only
and shall not have any effect with respect to any action taken, or
any failure to act, by a director prior thereto.
8. By-Laws. The power to make, alter, amend and repeal
the By-Laws of the Corporation is expressly vested in the Board of
Directors, subject, however, to the power of the shareholders of
the Corporation to change such action.
IN WITNESS WHEREOF, the Incorporator has signed and
sealed these Articles of Incorporation this 18th day of April,
1994.
/s/ Joseph E. O'Dell (Seal)
Joseph E. O'Dell
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