<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION
Old Courthouse Square, 22 North Sixth Street
Indiana, Pennsylvania 15701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 28, 1997
TO THE SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of
Shareholders of First Commonwealth Financial Corporation (the
"Corporation") will be held at the First Commonwealth Financial
Corporation Operations Center, 646 Philadelphia Street, Indiana,
Pennsylvania on Monday, April 28, 1997, at 3:00 p.m., local time,
for the following purposes:
1. To elect six Directors to serve for terms expiring in
2000.
2. To act on such other matters as may properly come
before the meeting.
Only shareholders of record as of the close of business on
March 14, 1997 are entitled to notice of and to vote at the
Annual Meeting and any adjournments thereof. The Annual Report
to Shareholders for the year ended December 31, 1996, which
includes consolidated financial statements of the Corporation, is
enclosed.
YOU ARE URGED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY
CARD AS PROMPTLY AS POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING IN PERSON. IF YOU ATTEND THE MEETING YOU MAY, IF YOU
WISH, WITHDRAW YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
By Order of the Board of Directors,
/S/DAVID R. TOMB, JR.
Secretary
Indiana, Pennsylvania
March 25, 1997<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION
Old Courthouse Square, 22 North Sixth Street
Indiana, Pennsylvania 15701
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 28, 1997
GENERAL INFORMATION
The accompanying proxy is solicited by the Board of
Directors of First Commonwealth Financial Corporation (the
"Corporation" or "FCFC") in connection with its Annual Meeting of
Shareholders to be held on Monday, April 28, 1997, 3:00 p.m.,
local time, and any adjournments thereof.
If the accompanying proxy is duly executed and returned, the
shares of Common Stock, par value $1.00 per share (the "Common
Stock"), of the Corporation represented thereby will be voted
and, where a specification is made by the shareholder as provided
therein, will be voted in accordance with that specification. A
proxy may be revoked by the person executing it at any time
before it has been voted by notice of such revocation to David R.
Tomb, Jr., Secretary of the Corporation.
The three persons named in the enclosed proxy have been
selected by the Board of Directors and will vote shares
represented by valid proxies. They have indicated that, unless
otherwise specified in the proxy, they intend to vote to elect as
Directors the six nominees listed on page 6.
The Board of Directors has no reason to believe that any of
the nominees will be unable to serve as Directors. In the event,
however, of the death or unavailability of any nominee or
nominees, the proxy to that extent will be voted for such other
person or persons as the Board of Directors may recommend.
The Corporation has no knowledge of any other matters to be
presented at the meeting. In the event other matters do properly
come before the meeting the persons named in the proxy will vote
in accordance with their judgment on such matters.
The approximate date on which this proxy statement is first
to be mailed to the shareholders of the Corporation is March 25,
1997. The cost of the solicitation of proxies will be paid by the
Corporation. In addition to the solicitation of proxies by the
use of the mails, management and regularly engaged employees of
the Corporation may, without additional compensation therefor,
solicit proxies on behalf of the Corporation by personal
interviews, telephone, telegraph or other means, as appropriate.
1<PAGE>
<PAGE>
The Corporation will, upon request, reimburse brokers and others
who are only record holders of the Corporation's Common Stock for
their reasonable expenses in forwarding proxy material to, and
obtaining voting instructions from, the beneficial owners of such
stock.
As of the close of business on March 14, 1997, there were
22,436,628 shares of Common Stock issued and 22,186,926 shares
were outstanding. Three million (3,000,000) shares of Preferred
Stock have been authorized; however, none of the preferred shares
is outstanding. Only shareholders of record as of the close of
business on March 14, 1997 are entitled to receive notice of and
to vote at the Annual Meeting.
Shareholders are entitled to one vote for each share held on
all matters to be considered and acted upon at the Annual
Meeting. The Articles of Incorporation of the Corporation do not
permit cumulative voting. An affirmative vote of a majority of
the shares present and voting at the meeting is required for
approval of all items being submitted to the shareholders for
their consideration. Abstentions and broker non-votes are each
included in the determination of the number of shares present and
voting, but are not counted for purposes of determining whether a
proposal has been approved.
The Corporation conducts business through three banking
subsidiaries: (i) First Commonwealth Bank ("FCB") doing business
as NBOC Bank ("NBOC"), Deposit Bank ("Deposit"), Central Bank
("Central"), Cenwest Bank ("Cenwest"), First Bank of Leechburg
("Leechburg"), Peoples Bank ("Peoples"), Peoples Bank of Western
Pennsylvania ("Peoples of W. PA"), and Unitas Bank ("Unitas");
(ii) Reliable Savings Bank, PaSA, the sole subsidiary of Reliable
Financial Corporation ("Reliable"); (iii) and First Commonwealth
Trust Company ("FCTC"); through Commonwealth Systems Corporation
("CSC"), a data processing subsidiary; and BSI Financial Services
Inc. ("BSI"), a mortgage and loan servicing company. The
Corporation also jointly owns Commonwealth Trust Credit Life
Insurance Company ("CTCLIC"), a reinsurer of credit life and
accident and health insurance. FCB, Reliable and FCTC are herein
collectively called the "Subsidiary Banks."
COMMON STOCK OWNERSHIP BY MANAGEMENT
The Corporation is not aware of any person who, as of
March 14, 1997, was the beneficial owner of more than 5% of the
Common Stock, except FCTC as more fully described below. The
following table sets forth information concerning beneficial
ownership by all directors and nominees, by each of the executive
officers named in the Summary Compensation Table on page 10 (the
"Summary Compensation Table") and by all directors and executive
officers as a group.
2<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Amount and nature of Percent of
Name Beneficial Ownership(1) Class
<S> <C> <C>
E. H. Brubaker 10,096 (2) *
Sumner E. Brumbaugh 132,831 (2) (3) *
Edward T. Cote 101,400 (5) *
Thomas L. Delaney 29,501 *
Clayton C. Dovey, Jr. 23,134 *
Ronald C. Geiser 18,873 (3) *
Johnston A. Glass 23,201 (3) *
A. B. Hallstrom 11,988 (3) *
Thomas J. Hanford 24,129 *
H. H. Heilman, Jr. 22,000 *
David F. Irvin 63,598 *
William R. Jarrett 2,978 *
David L. Johnson 11,745 (2) *
Robert F. Koslow 25,570 (2) (3) *
Dale P. Latimer 693,534 (3) (5) (8) 3.12%
Joseph E. O'Dell 30,589 (2) (4) *
Joseph W. Proske 13,945 (2) (3) *
Charles J. Szewczyk 272,307 1.23%
Gerard M. Thomchick 25,823 (2) (3) (4) *
David R. Tomb, Jr. 315,563 (2) (3) (4) (5) (6) 1.42%
E. James Trimarchi 342,724 (2) (3) (4) (5) (6) (7) 1.54%
Robert C. Williams 14,281 (3) (9) *
All directors and 1,723,295 7.84%
executive officers
as a group (26 persons)
*Less than 1%
</TABLE>
(1) Under regulations of the Securities and Exchange Commission,
a person who has or shares voting or investment power with
respect to a security is considered a beneficial owner of
the security. Voting power is the power to vote or direct
the voting of shares, and investment power is the power to
dispose of or direct the disposition of shares. Unless
3<PAGE>
<PAGE>
otherwise indicated in the other footnotes below, each
director has sole voting power and sole investment power
over the shares indicated opposite his name in the table,
and each member of a group has sole voting power and sole
investment power over the shares indicated for the group.
(2) Does not include the following shares held by spouses,
either individually or jointly with other persons, as to
which voting and investment power is disclaimed by the
director or officer: Mr. Brubaker, 30,030; Mr. Brumbaugh,
132; Mr. Johnson, 914; Mr. Koslow, 2,031; Mr. O'Dell, 1,989;
Mr. Proske, 31,530; Mr. Thomchick, 3,104; Mr. Tomb, 264; Mr.
Trimarchi, 20,000; and all Directors and executive officers
as a group, 89,994.
(3) Includes the following shares held jointly with spouses, as
to which voting and investment power is shared with the
spouse: Mr. Brumbaugh, 15,400; Mr. Geiser, 14,364; Mr.
Glass, 12,304; Mr. Hallstrom, 7,737; Mr. Koslow, 10,090; Mr.
Latimer, 20,249; Mr. Proske, 1,600; Mr. Thomchick, 2,852;
Mr. Tomb, 31,846; Mr. Trimarchi, 8,482; Mr. Williams, 7,420,
and all Directors and executive officers as a group 132,344.
(4) Includes 16,829 shares held by Atlas Investment Company, of
which Messrs. O'Dell, Thomchick, Tomb and Trimarchi are each
25% owners and as to which they share voting and investment
power.
(5) Includes 101,000 shares owned by Berkshire Securities
Corporation. Berkshire is a Pennsylvania corporation
organized in 1976 for the purpose of acquiring and holding
the securities of Pennsylvania banks. The officers,
directors or stockholders of Berkshire include Messrs. Cote,
Latimer, Tomb and Trimarchi, each of whom is an officer or
director of the Corporation, among others. The shares were
acquired by Berkshire when its shares of Dale National Bank
(now Cenwest) were converted into shares of the Corporation
as a result of the Dale merger in 1985. Each of the
foregoing persons may be deemed to share voting and
investment power of these shares.
(6) Includes 159,438 shares held by County Wide Real Estate,
Inc., of which Messrs. Tomb and Trimarchi are each 50%
owners and as to which they share voting and investment
power.
(7) Includes 29,652 shares held by family interests of which Mr.
Trimarchi exercises sole voting and investment power.
(8) Includes 105,272 shares held by the R&L Development Company
Pension & Profit Sharing Plan of which Mr. Latimer is
Trustee.
4
<PAGE>
<PAGE>
(9) Mr. Williams became a member of the Board of Directors on the
occasion of the merger of Unitas National Bank into the
Corporation in September 1994.
As of February 28, 1997, FCTC, acting in a fiduciary capacity
for various trusts and estates, including the Corporation
Employee Stock Ownership Plan ("ESOP"), and the Corporation
401(k) Retirement Savings and Investment Plan ("401(k) Plan")
held an aggregate of 2,021,977 shares of Common Stock (9.1% of
the outstanding shares). Of these shares, FCTC had sole voting
power with respect to 464,669 shares, shared voting power with
respect to 1,557,308 shares, had sole investment power with
respect to 445,507 shares and shared investment power with
respect to 1,576,470 shares. FCTC votes the shares over which it
has voting power and, where voting power is shared, shares are
voted by FCTC in consultation with the other persons having
voting power.
Section 16(a) of the Securities Exchange Act of 1934
requires the Corporation's directors and executive officers, and
persons who own more than ten percent of a registered class of
the Corporation's equity securities, to file with the Securities
and Exchange Commission (the "Commission") an initial report of
ownership and reports of changes in ownership of Common Stock and
other equity securities of the Corporation. Executive officers,
directors and greater than ten percent shareholders are required
by Commission regulation to furnish the Corporation with copies
of all Section 16(a) forms which they file. The Corporation is
not aware of any late filings in 1996. In making this disclosure,
the Corporation has relied solely on written and oral representa-
tions of its directors, executive officers and greater than ten
percent shareholders and copies of the reports they have filed
with the Commission.
ELECTION OF DIRECTORS
Article 10 of the By-Laws of the Corporation provides that
the number of Directors shall be not less than 3 nor more than
25. The Board of Directors has, in accordance with the By-Laws,
fixed the number of directors at 21 (three classes of seven
directors each). A successor for the vacancy in the class of
directors whose terms expire in 1997 has not been named.
As of March 14, 1997, each director and nominee for election
as a director of the Corporation owned beneficially the number of
shares of Common Stock set forth in the preceding table. The
information in the table and the footnotes thereto is based upon
data furnished to the Corporation by, or on behalf of, the
persons named or referred to in the table.
5<PAGE>
<PAGE>
Six directors will be elected at the Annual Meeting to serve
for terms of three years expiring with the Annual Meeting of
Shareholders in 2000. Each Director elected will continue in
office until a successor has been elected. If any nominee is
unable to serve, which the Board of Directors has no reason to
expect, the persons named in the accompanying proxy intend to
vote for the balance of those named and, if they deem it
advisable, for a substitute nominee. The names of the nominees
for Directors and the names of Directors whose terms of office
will continue after the Annual Meeting are listed in the
following table.
Information about the nominees, each of whom is presently a
member of the Board of Directors, and about the other directors
whose terms of office will continue after the Annual Meeting, is
set forth in the table below. The nominees and other directors
have held the positions shown for more than five years unless
otherwise indicated.
<TABLE>
<CAPTION>
Principal Occupation or
Director Employment; Other
Name Since Directorships; Age
Nominees for a Term Ending in 2000:
<S> <C> <C>
E. H. Brubaker 1984 Retired; formerly,
Chairman of the Board of
Deposit; Age 66
A. B. Hallstrom 1986 Chairman, Hallstrom
Construction Inc.; Age 68
Thomas J. Hanford 1984 Private Investor,
Director of First United
Bancorp "BANCORP"; Age 58
H. H. Heilman, Jr. 1985 Partner, Heilman &
McClister (attorneys-at-
law); Age 80
Charles J. Szewczyk 1990 (pronounced and sometimes
known as Charles J.
Sheftic) Chairman of the
Board of Peoples;
Managing Partner of
County Amusement Co.
(real estate holdings);
Age 68
Robert C. Williams 1994 President of Unitas;
Age 53
</TABLE>
6
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Continuing Directors Whose Terms End in 1998:
<S> <C> <C>
Thomas L. Delaney 1984 Private Investor;
Director of BANCORP;
Age 66
Ronald C. Geiser 1985 Retired; formerly
President and Director
of Cenwest; Age 67
David F. Irvin 1984 Sole Owner, The
Irvin/McKelvy Company
(sales and engineering
for mining and industrial
services); Age 78
David L. Johnson 1984 Retired; formerly Vice
President and Corporate
Secretary, Pennsylvania
Manufacturers'
Corporation (insurance
holding company); Age 67
Robert F. Koslow 1993 Chairman of the Board of
Peoples of W. PA; Age 61
Joseph W. Proske 1984 Vice President-
Engineering, Stackpole
Magnetic Systems, Inc.
(manufacturer of magnetic
components);Director of
CSC; Age 60
E. James Trimarchi 1982 Chairman of the Board of
the Corporation; Director
of FCB, FCTC, CTCLIC, and
New Mexico Banquest
Investors Corp. "NMB";
Age 74
Continuing Directors Whose Terms End in 1999:
Sumner E. Brumbaugh 1992 Chairman of the Board of
Central; President,
Brumbaugh Insurance
Group; Age 68
Edward T. Cote 1984 Associate, The Wakefield
Group (Investment
Banking); and Director of
NMB; Age 60
Clayton C. Dovey, Jr. 1985 Chairman of the Board of
Cenwest; Age 72
</TABLE>
7<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Continuing Directors Whose Terms End in 1999: (continued)
<S> <C> <C>
Johnston A. Glass 1986 President and Chief
Executive Officer of FCB;
Formerly President of
NBOC; Director of FCB;
Age 47
Dale P. Latimer 1984 President, R & L
Development Company
(heavy construction);
Director of FCB; and NMB;
Age 66
Joseph E. O'Dell 1994 President and Chief
Executive Officer of the
Corporation; Formerly
President and Chief
Executive Officer of FCB;
Director of FCB, FCTC and
CSC; Age 51
David R. Tomb, Jr. 1983 Partner, Tomb and Tomb
(attorneys-at-law);
Senior Vice President,
Secretary and Treasurer
of the Corporation;
Director of FCB, FCTC,
CSC and CTCLIC; Age 65
</TABLE>
Board Committees
During 1996 there were 4 meetings of the Board of Directors
of the Corporation. All directors attended at least 75% of the
total number of meetings of the Board of Directors of the
Corporation and all committees of which they were members except
for Messrs. Hallstrom and Delaney.
The Board of Directors of the Corporation has established
three standing committees: Executive, Audit, and Executive
Compensation. The Board has no standing Nominating Committee.
When the Board of Directors is not in session, the Executive
Committee, which is comprised of Messrs. Trimarchi (Chairman),
Tomb (Secretary), Brubaker, Brumbaugh, Delaney, Geiser, Glass,
Heilman, Latimer, O'Dell and Szewczyk possesses and exercises all
the powers of the Board, except for matters which are required by
law to be acted upon by the full Board. The Executive Committee
considers major policy matters and makes reports and
recommendations to the Board. The Committee met 4 times in 1996.
8
<PAGE>
<PAGE>
The Audit Committee is comprised of Messrs. Latimer
(Chairman), Hallstrom, Irvin, Cote and Proske and reviews the
internal auditing procedures and controls of the Corporation and
its subsidiaries. The Audit Committee also reviews reports of
examinations of the Subsidiary Banks received from state and
federal regulators, as well as reports from internal and external
auditors. The Audit Committee formally reports to the full Board
of Directors its evaluations, conclusions and recommendations
with respect to the condition of the Corporation, the Subsidiary
Banks, CSC and BSI, and the effectiveness of their policies,
practices and controls. The Committee met 4 times in 1996.
The Executive Compensation Committee is comprised of Messrs.
Cote (Chairman), Johnson, Irvin and Latimer. The Committee met 5
times in 1996. (See Report of the Executive Compensation
Committee.)
The By-Laws of the Corporation require that any shareholder
who intends to nominate or cause to have nominated any candidate
for election to the Board of Directors (other than a candidate
proposed by the Corporation's then existing Board of Directors)
must notify the Secretary of the Corporation in writing not less
than 120 days in advance of the date of the Corporation's proxy
statement is released to its shareholders in connection with the
previous year's annual meeting of shareholders called for the
election of directors (for the 1997 meeting of shareholders, such
notification must have been received by the Secretary on or
before November 19, 1996). Such notification must contain (to
the extent known by the notifying shareholder) the name, address,
age, principal occupation and number of shares of the Corporation
owned by each proposed nominee; the name, residence address and
number of shares of the Corporation owned by the notifying
shareholder; the total number of shares that, to the knowledge of
the notifying shareholder, will be voted for each proposed
nominee; a description of all arrangements or understandings
between the shareholder and each nominee and any other person or
persons pursuant to which the nomination or nominations are to be
made by the shareholder; such other information regarding each
nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission had the nominee been
nominated by the Board of Directors; and the written consent of
each nominee, signed by such nominee, to serve as a director of
the Corporation if so elected. The Board of Directors as a whole
would consider nominations submitted by a shareholder if
submitted in accordance with the By-Laws and otherwise in time
for such consideration.
COMPENSATION OF DIRECTORS
Directors who currently serve in a management capacity at
FCFC or serve in an affiliate management capacity are compensated
at the rate of $1,000 per quarterly meeting attended. Other
Directors are compensated at the rate of $1,500 per quarterly
meeting attended as well as payment of an annual retainer of
$10,000. Committee members receive $300 per committee meeting
attended.
9<PAGE>
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth certain information regarding
compensation received by the Chief Executive Officer and the
remaining four most highly compensated named executive officers
of the Corporation.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
Long-Term
Compensation:
Securities
Name and All Other Underlying3
Principal Position Year Salary1 Bonus Compensation2 Options/SARs #
<S> <C> <C> <C> <C> <C>
Joseph E. O'Dell 1996 $343,200 $20,000 $20,091 20,306
President and Chief 1995 324,000 32,000 20,331 -0-
Executive Officer of 1994 197,000 19,700 15,472 -0-
First Commonwealth
Financial Corporation
E. James Trimarchi 1996 $341,120 -0- $20,091 15,238
Chairman of the Board 1995 354,000 -0- 21,038 -0-
of First Commonwealth 1994 329,500 $20,500 19,481 -0-
Financial Corporation
Gerard M. Thomchick 1996 $217,750 $12,500 $20,091 12,691
Sr. Executive Vice 1995 205,000 20,000 21,038 -0-
President and Chief 1994 174,700 16,960 19,481 -0-
Operating Officer of
First Commonwealth
Financial Corporation
Johnston A. Glass 1996 $195,480 $11,243 $20,091 8,302
President and Chief 1995 184,488 33,941 21,038 -0-
Executive Officer 1994 169,706 -0- 19,481 -0-
of FCB
William R. Jarrett 1996 $160,160 $ 9,625 $20,091 6,973
Sr. Vice President 1995 154,000 25,000 8,482 -0-
of First Commonwealth 19944 81,570 -0- -0- -0-
Financial Corporation
</TABLE>
1 Includes compensation for services on boards and committees of the
Corporation.
2 Includes the matching and automatic contribution by the Corporation to
the individual's account in the Corporation's 401(k) Plan as well as
the allocation of shares to the individual's account in the ESOP.
3 Further information on item is provided on page 11.
4 Employment began on 4-15-94.
10<PAGE>
<PAGE>
The following tables set forth certain information regarding stock
options granted in 1996 to the Chief Executive Officer and the remaining
four most highly compensated named executive officers of the Corporation.
<TABLE>
<CAPTION>
STOCK OPTION GRANTS IN FISCAL YEAR 1996
% OF EXERCISE POTENTIAL REALIZED VALUE
TOTAL OPTIONS OR AT ASSUMED ANNUAL RATES
OPTIONS GRANTED TO BASE PRICE EXPIRATION OF STOCK PRICE APPRECIATION
NAME GRANTED EMPLOYEES PER SHARE DATE FOR OPTION TERM
5% 10%
<S> <C> <C> <C> <C> <C> <C>
Joseph E. O'Dell 20,306 10.41% $18.375 June 3, 2006 $234,655 $594,662
E. James Trimarchi 15,238 7.81 18.375 June 3, 2006 176,089 446,245
Gerard M. Thomchick 12,691 6.51 18.375 June 3, 2006 146,656 371,656
Johnston A. Glass 8,302 4.26 18.375 June 3, 2006 95,937 243,124
William R. Jarrett 6,973 3.57 18.375 June 3, 2006 80,579 204,204
</TABLE>
<TABLE>
<CAPTION>
AGGREGATE STOCK OPTION EXERCISES IN FISCAL YEAR 1996
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
NAME YEAR END AT FISCAL YEAR END
<S> <C> <C>
Joseph E. O'Dell 20,306 $37,363
E. James Trimarchi 15,238 28,037
Gerard M. Thomchick 12,691 23,351
Johnston A. Glass 8,302 15,276
William R. Jarrett 6,973 12,803
</TABLE>
Note: None of the options in this table are currently exercisable.
Notwithstanding anything to the contrary set forth in any of the
Corporation's previous filings under the Securities Act of 1933,
as amended, or the Securities and Exchange Act of 1934, as
amended, that might incorporate future filings, including this
Proxy Statement in whole or in part, the following report and the
Performance Graph on page 16 shall not be incorporated by
reference into any such filings.
11<PAGE>
<PAGE>
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
TO: Board of Directors
The following is a report by the Executive Compensation
Committee of the Board of Directors of First Commonwealth
Financial Corporation. The objectives of the report are to
provide shareholders with an explanation of the overall executive
compensation philosophy, strategies, and specific compensation
plans.
EXECUTIVE COMPENSATION COMMITTEE
The Executive Compensation Committee is comprised of four
(4) non-employee and independent directors selected from the
Board of Directors of First Commonwealth Financial Corporation.
The Committee met five times in 1996.
The Committee seeks to achieve and maintain a position of
"equity" with respect to balancing the interests of the
shareholders with those of the executive officers.
Throughout 1996, the Executive Compensation Committee
followed a formal Executive Compensation Program which is
illustrated, in part, by the following performed tasks:
1. Researching peer group compensation activities to
ensure both consistency and competitiveness in the
composition of the Corporation's executive compensation
program.
2. Ongoing refinement, documentation, and administration
of the Corporation's compensation system for
executives.
3. Evaluating current and proposed components of the
Corporation's executive compensation program to ensure
consistency with its philosophy on executive
compensation.
4. Ensuring that all regulatory requirements pertaining to
executive compensation are met.
Executive officers of the Corporation may, at the request of
the Committee, be present at meetings of the Committee for input
and discussion purposes. However, the executive officers have no
direct involvement with the decisions of the Executive
Compensation Committee, nor do they have a vote on any issues
addressed by the Committee. Consultants and other independent
advisors may also be utilized by the Committee from time to time
in a similar manner.
Each meeting of the Executive Compensation Committee is
documented in the form of minutes and submitted to the Board of
Directors.
12<PAGE>
<PAGE>
EXECUTIVE COMPENSATION PHILOSOPHY AND POLICY
The written executive compensation philosophy expresses the
attitude of the Board of Directors toward such issues as
participation, relevant peer comparisons and plan design; as
such, it represents an important part of the Executive
Compensation Program. The philosophy provides guidance to the
deliberations of the Executive Compensation Committee and, within
the overall objectives of equity and regulatory compliance, acts
as a standard against which plan performance may be measured.
The Executive Compensation Program is structured to foster
decisions and actions which will have a strong positive impact on
the Corporation's long-term performance. For this reason,
participation in the programs administered by the Executive
Compensation Committee is limited to those executives who have
the greatest opportunity to affect the achievements of the
Corporation's long-term strategic objectives.
As part of the overall Program, the compensation philosophy
defines what the organization will pay for the various skills and
abilities based upon criteria such as job worth and competitive
comparisons. The Executive Compensation Committee has
established the following parameters for the pay philosophy under
the 1996 Program:
1. An overall program that is not complex and may be
readily communicated and easily understood by
participants and shareholders.
2. Base salary that is at least at the fiftieth percentile
of the competitive rate for the position as defined by
selected peer group information.
3. Base salary adjustments which maintain external
competitiveness.
4. Performance-based compensation adjustments which are
subjective and discretionary on the part of the
Executive Compensation Committee. These discretionary
adjustments will be made while taking into
consideration factors such as performance versus budget
and return on shareholder equity.
5. Utilization of IRS "qualified" plans whenever they are
in the best interests of both the executive officer and
the Corporation.
6. Use of equity-based compensation through the
Corporation's 1995 Compensatory Stock Option Plan to
provide a long-term incentive for the executive
officers of the Corporation to maximize the
Corporation's stock price and increase shareholder
value.
13<PAGE>
<PAGE>
The Executive Compensation Committee utilized several
factors to define an appropriate competitive peer group including
the type of company from which executive talent might be
recruited, a logical geographical region, organizational size and
structural complexity, organizational performance, and the
ability to identify and make relevant comparisons of executive
officer positions in terms of responsibilities and performance.
The 1996 peer group was structured utilizing this
methodology and philosophy and, in the opinion of the Committee,
represents a fair and reasonable standard against which executive
pay may be compared. The peer group included Pennsylvania and
adjacent states' commercial banks and bank holding companies of
asset sizes and characteristics similar to those of the
Corporation and its affiliates.
EXECUTIVE COMPENSATION PROGRAMS
The primary components of the Corporation's Executive
Compensation Program are base salaries, base benefits, and
participation in the Corporation's Compensatory Stock Option
Plan.
Base salaries are assessed by taking into account the
position, responsibilities, and competitive salary data as
generally defined by comparable peer group information from
similarly sized banks and bank holding companies within
Pennsylvania and adjacent states. Executive officer compensation
was set to correspond within the overall range of the peer group
data. Program participants are also eligible to partake in the
normal benefit programs available to employees of the Corporation
and its affiliates.
Also, executive officers are included in the Compensatory
Stock Option Plan which was approved by the Board of Directors in
1995 and the shareholders in 1996. The Executive Compensation
Committee is authorized to grant incentive stock options and non-
qualified stock options to key employees of the Corporation and
its subsidiaries. These stock options enable the optionees to
purchase the Corporation's common stock at its market price on
the date of the grant of the option. None of the options granted
in 1996 may be exercised prior to their vesting date of June 3,
1999 (except in the limited circumstances of death, disability or
change-in-control), nor may they be exercised after their
expiration date of June 3, 2006. The Committee uses the granting
of such options as a performance-based incentive program that
encourages the long-term increase of the Corporation's share
price and enhances shareholder value.
In addition, executive officers may also participate in the
Executive Officer Loan/Stock Purchase Plan which provides for
corporate sponsored loans at market rates primarily for the
purchase of the Corporation's common stock.
14<PAGE>
<PAGE>
CHIEF EXECUTIVE OFFICER COMPENSATION
In 1996, Joseph E. O'Dell completed his second year as
President and Chief Executive Officer of the Corporation. He
received a base salary of $339,200, which was within the peer
group's range of compensation for this position. In 1996 he also
received a $20,000 cash bonus which was based upon his
accomplishments from the preceding year.
In 1996 Mr. O'Dell served as President and Chief Executive
Officer for both the Corporation and First Commonwealth Bank.
Having implemented the Corporation's strategic plan in 1995,
"Plan 2000" was now into its second year of defining ongoing
refinements to the Corporation. With the most significant
structural changes called for under the Plan having occurred in
1995, Mr. O'Dell has spent much of the past year implementing
planned refinements and other necessary actions which are
consistent with the basic tenets of the Plan. Examples of such
actions include the acquisition of BSI for loan servicing
activities; the introduction and delivery of new products such as
the "American Dream Rewards Savings Account" as well as products
specific to the needs of public entities; and a continuation of
the expansion of alternative delivery methods such as the ongoing
development of services provided by the Convenience Banking
Center and the introduction of an external sales force which
provides coverage to the individual partner banks. In addition,
the "Too Good To Be True" mortgage product, which was introduced
in late 1995, continued its successful run in bringing new
customers to the organization for the development of long-term
relationships. All such actions are to promote the development
and servicing of new customer bases and the expansion of existing
customer bases.
In addition, there were ongoing investments made in the
development and implementation of technological systems
throughout the organization in order to improve organizational
efficiency and effectiveness.
In 1996, Mr. O'Dell was an eligible participant in the
Corporation's 401(k) Plan and ESOP. As such, he received
contributions from the Corporation to both plans in 1996.
1996 EXECUTIVE COMPENSATION ACTIONS
In 1996, the Executive Compensation Committee made its first
grants under the Stock Option Incentive Plan. The executive
officers and other key members of management, including the
affiliate and partner bank presidents, were awarded such grants.
With the introduction of the first grants, the Affiliate
Presidents Incentive Compensation Plan was terminated.
In addition, the Committee continued its ongoing gathering
and analysis of competitive information from a selected group of
Pennsylvania and adjacent states peer banks and holding
companies.
Submitted by the Executive Compensation Committee:
Edward T. Cote, Chairman David F. Irvin
David L. Johnson Dale P. Latimer
15<PAGE>
<PAGE>
PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly
percentage change in the cumulative total shareholder return on
the Corporation's Common Stock against the cumulative total
return of the S&P 500 Index and an Index for Pennsylvania Bank
Holding Companies with assets between one and three billion
dollars, including F.N.B. Corporation, First Western Bancorp
Inc., Fulton Financial Corp., USBANCORP Inc., S&T Bancorp Inc.
and Susquehanna Bancshares Inc., for the five years commencing
January 1, 1992 and ending December 31, 1996.
Cumulative Five Year Total Return
First Commonwealth vs. S&P 500 and Peer Group
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Peer Group Index 100.00 141.07 171.10 166.56 245.68 282.39
First Commonwealth
Financial Corporation 100.00 151.26 180.53 143.51 192.40 206.86
S&P 500 Index 100.00 104.46 111.83 110.11 147.67 177.60
</TABLE>
Assumes that the value of the investment in FCFC Common
Stock and each index was $100 on January 1, 1992 and that
all dividends were reinvested.
16<PAGE>
<PAGE>
EXECUTIVE COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
The Executive Compensation Committee consists of Messrs.
Cote, Johnson, Latimer and Irvin. No member was an officer or
employee of the Corporation during 1996 nor has ever been an
officer or employee of the Corporation or a subsidiary. Further,
during 1996, no executive officer of the Corporation served on a
compensation committee (or other board committee performing
equivalent functions) or Board of Directors of any entity related
to the above named Committee members or of any entity whose
executive officers served as a director of the Corporation.
INTERESTS OF NOMINEES, DIRECTORS AND OFFICERS IN CERTAIN
TRANSACTIONS
Mr. Brumbaugh serves as Chairman of the Board of Central
Bank pursuant to an employment agreement for a period of 7 years,
commencing May 1, 1992 and ending April 30, 1999. The agreement
provides that Mr. Brumbaugh shall serve in an executive capacity
and shall be the Chairman of the Board of Directors of Central
and shall also perform such services for FCFC as from time to
time are requested. As compensation to Mr. Brumbaugh for all
services rendered to Central and to FCFC as an officer, director
or member of any committee of Central or any of FCFC's
subsidiaries or affiliates, FCFC has agreed, in addition to
director's fees and committee meeting fees, to pay or cause
Central to pay to Mr. Brumbaugh a salary at an annual rate of
$100,000, which sum shall be adjusted upward at the annual rate
of 5%. Should Mr. Brumbaugh retire, thereafter he shall be paid
a retirement compensation for the remaining term of the agreement
at an annual rate of $50,000, adjusted upwards annually for cost
of living at the rate of 5%. Should Mr. Brumbaugh die at any
time during the term of the agreement, in lieu of the foregoing
payments, FCFC shall pay his wife the sum of $25,000 per year if
she is living at the time each payment is made. As a part of the
agreement and for a period of ten years thereafter, Mr. Brumbaugh
will not engage in any competing business within 10 miles of any
of the banking facilities of the Corporation or solicit any of
their then-existing customers.
Mr. Koslow serves as Chairman of the Board of Peoples of W.
PA under an employment agreement with Peoples extending to July
19, 1998. The agreement provides that Mr. Koslow will serve in
such executive capacity as may be designated from time to time by
the Board of Directors. As compensation to Mr. Koslow, Peoples
agrees to pay him a minimum annual salary equal to the annual
salary in effect on July 20, 1988, such annual salary to be
subject to annual review for possible increase. If Mr. Koslow's
employment is terminated other than for cause, he is entitled to
be paid for the greater of two years or the remaining term of the
agreement, the annual salary and bonus paid to him for the full
calendar year immediately preceding the year in which such
termination occurs, plus the insurance premiums provided in a
split dollar life insurance agreement between Peoples of W. PA
and Mr. Koslow.
17<PAGE>
<PAGE>
In the event of a change in control such minimum annual salary
shall be increased on January 1 of each year thereafter by an
amount equal to the percentage increase in the Consumer Price
Index for the preceding calendar year. If there is a change of
control of Peoples of W. PA and thereafter Mr. Koslow's
responsibilities are changed without his consent, Mr. Koslow is
entitled to resign within twelve months of such change of
control, in which case he is entitled to receive for the greater
of three years or the remaining term of the agreement, but not
beyond his age 65, the annual salary and bonus paid to him for
the full calendar year immediately preceding such resignation,
plus the split dollar life insurance premiums. As part of the
agreement, Mr. Koslow has agreed that during the term of his
employment and for a period of 10 years thereafter, he will not
engage in any business in competition with Peoples of W. PA or
any of its subsidiaries within 20 miles of any of their banking
facilities or solicit any of their then existing customers.
In November 1986, Unitas entered into a Supplemental
Executive Benefit Agreement with Robert C. Williams, President of
Unitas, which provides Mr. Williams with certain benefits in the
event of a change in control. Should Mr. Williams employment
with Unitas be terminated pursuant to a change in control, Unitas
shall make payment to him for services in an amount equal to his
last full regular monthly compensation prior to the change in
control for a period of 36 months following the change in
control. A termination pursuant to a change in control may occur
with a merger, consolidation, acquisition, reorganization, sale
of assets or significant stock acquisition of Unitas. The
compensation payable upon a change in control is unfunded and
would be paid out of general assets of Unitas or its successor if
they became payable.
At the 1996 Annual Meeting, the shareholders approved and
ratified the Corporation's Change in Control Agreement Program
for the Corporation's executive officers and certain other key
employees. Except as described below, all of the agreements are
identical in all material respects.
If, within one year following the occurrence of a change in
control, the employer involuntarily terminates the employment of
the executive (other than for cause as defined below),
substantially reduces the executive's title, responsibilities,
power or authority, reduces the executive's base compensation,
assigns duties which are inconsistent with previous duties, or
undertakes similar actions, a severance benefit equal to one
year's base compensation (payable in twelve monthly installments)
will thereupon be payable to the former executive. Health
insurance and other principal employee benefits will be continued
during that one year period. If the former executive enters into
competitive employment during the one year period, severance
payments will cease. Cause for termination shall arise if the
executive commits a felony resulting in, or intended to result
in, monetary harm to the Corporation, its customers, or
affiliates, or if the executive intentionally fails to perform
his duties for 30 consecutive days following written notice from
the Corporation that such duties are not being performed.
18<PAGE>
<PAGE>
The agreement with Mr. O'Dell, the President and Chief
Executive Officer of the Corporation, provides for severance
payments to be made if the employer involuntarily terminates the
employment of the executive (other than for cause as defined
above), or undertakes similar action as described above, within
three years of a change in control (rather than one year as
described above for other agreements). Furthermore, Mr. O'Dell's
agreement provides a severance benefit equal to three year's
compensation (payable in thirty-six monthly installments) with
continuation of health insurance and other principal employee
benefits during that period. In addition, Mr. O'Dell may also
trigger the payment of severance benefits (in the same amount and
under the same conditions described above) by voluntarily
terminating employment within one year following a change in
control. However, the voluntary termination provision will no
longer be available once Mr. O'Dell attains normal retirement age
under any of the Corporation's regular retirement plans.
The agreement with Mr. Thomchick, Senior Executive Vice
President of the Corporation, is identical to Mr. O'Dell's
agreement in all material respects except that severance payments
are triggered only if the involuntary termination of employment
or other triggering event occurs within two years of the change
in control and the total severance benefit in his case is equal
to two years compensation (payable in twenty-four monthly
installments).
During 1996, David R. Tomb, Jr., attorney-at-law, and the
law firm of Tomb and Tomb of which Mr. Tomb is a partner
performed legal services for the Corporation, NBOC and CSC. Mr.
Tomb is a Director and executive officer of the Corporation. The
fees paid for services during 1996 were $70,070.
ACCOUNTANTS
Grant Thornton LLP was selected by the Board of Directors to
serve as the Corporation's independent certified public
accountant for its 1996 fiscal year. The Board of Directors also
has selected Grant Thornton LLP as the Corporation's independent
certified public accountant for the 1997 fiscal year. A
representative of Grant Thornton LLP is expected to be present at
the Annual Meeting and will have an opportunity to make a
statement, if he desires to do so, and to respond to appropriate
questions.
ANNUAL REPORT
A copy of the Corporation's Annual Report for the fiscal
year ended December 31, 1996 is enclosed with this Proxy
Statement.
A COPY OF THE CORPORATION'S FORM 10-K ANNUAL REPORT FOR 1996
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MAY BE
OBTAINED WITHOUT CHARGE UPON WRITTEN REQUEST TO: DAVID R. TOMB,
JR., SECRETARY/TREASURER, BOX 400, INDIANA, PENNSYLVANIA 15701.
19<PAGE>
<PAGE>
SHAREHOLDER PROPOSALS
Proposals of Corporation shareholders intended to be
presented at the 1998 Annual Meeting of Shareholders must be
received by the Secretary of the Corporation not later than
November 25, 1997 in order to be considered for inclusion in the
Corporation's proxy statement for that meeting.
20<PAGE>
<PAGE>
APPENDIX
(LETTER TO SHAREHOLDERS ATTACHED TO PROXY CARD)
Dear Shareholder:
It is my pleasure to enclose our 1996 Annual Report which
provides you with information about the progress of your
corporation. Also enclosed is a Proxy Statement which details
information relative to our Annual Meeting.
The format of this year's Annual Meeting has been changed
from our traditional luncheon meeting. The facilities which
Indiana University of Pennsylvania has graciously provided us
over the years are, unfortunately, no longer available to us due
to a remodeling project on campus. The Annual Meeting this year
will, therefore, be a brief business meeting with the only known
order of business being the election of directors.
Our Annual Shareholders Meeting will convene at 3:00 p.m. on
Monday, April 28, 1997, at the FCFC Operations Center located at
646 Philadelphia Street, Indiana, Pennsylvania. Enclosed are two
documents relevant to the meeting.
* The Proxy Statement - detailing information pertinent to
the annual meeting.
* The Proxy Card - Please mark, sign, date and return this
card in the enclosed envelope. This card should be
returned to our transfer agent, The Bank of New York,
regardless of whether or not you plan to attend the
meeting. You may change your vote if you so desire at any
time up until the vote is taken at the meeting.
We regret the necessity to discontinue our traditional
luncheon meeting at this time. We will, however, continue to
review alternative possibilities for our Annual Meeting in future
years.
Thank you once again for your continued support and
confidence in First Commonwealth. Should you have any questions
regarding the enclosed material, please call Shareholder
Relations at 1-800-331-4107.
Sincerely,
/S/JOSEPH E. O'DELL
President and Chief Executive
Officer
Detach Proxy Card Here
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1. Election of the following FOR all nominees WITHHOLD AUTHORITY*EXCEPTIONS
nominees as Directors to listed below to vote for all
serve for terms ending in nominees listed
2000. below
Nominees: E. H. Brubaker, A. B. Hallstrom, Thomas J. Hanford, H. H.
Heilman, Jr., Charles J. Szewczyk, and Robert C. Williams
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and write that nominee's name in the space
provided below.)
*Exceptions
Change of Address and
or Comments Mark Here
Please sign exactly as name appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title
as such. For joint accounts each joint owner should sign. If a
corporation, please sign in full corporate name by President or other
authorized officer, giving your full title as such. If a partnership,
please sign in name by authorized person, giving your full title as such.
Date:________________________________________, 1997
_____________________________________________ (Seal)
Signature
_____________________________________________ (Seal)
Signature if held jointly
Please Sign, Date, and Return the Proxy Promptly Using the Enclosed
Envelope
Votes must be indicated x
(x) in Black or Blue ink.
<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION
Old Courthouse Square, 22 North Sixth Street
Indiana, Pennsylvania 15701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 28, 1997
The Annual Meeting of Shareholders of First Commonwealth
Financial Corporation will be held at 646 Philadelphia Street,
Indiana, PA on Monday, April 28, 1997 at 3:00 p.m., local time,
for the following purposes:
1. To elect six Directors to serve for terms expiring in
2000.
2. To act on such other matters as may properly come
before the Meeting.
Only holders of Common Stock of First Commonwealth Financial
Corporation of record at the close of business on March 14, 1997
will be entitled to vote at the meeting or any adjournment
thereof.
To be sure that your vote is counted, we urge you to complete and
sign the proxy/voting instruction card below, detach it from this
letter and return it in the postage paid envelope enclosed in
this package. The giving of such proxy does not affect your
right to vote in person if you attend the meeting.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FIRST COMMONWEALTH FINANCIAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 28, 1997
This Proxy is Solicited on Behalf of the Board of Directors of
First Commonwealth Financial Corporation
The undersigned shareholder of First Commonwealth Financial
Corporation ("the Corporation") hereby appoints John O. Campbell,
William A. Mrozowski and Jayne F. Zaffuta, and each of them, as
proxies of the undersigned to vote at the Annual Meeting of
Shareholders of the Corporation which the undersigned would be
entitled to vote if then personally present on the following
matters and such other matters as may properly come before the
meeting.
This proxy when properly executed will be voted in the
manner directed herein. If no direction is made, this proxy will
be voted FOR Proposal 1.
The undersigned hereby revokes all previous proxies for the
Annual Meeting of Shareholders, hereby acknowledges receipt of
the Notice of Annual Meeting and Proxy Statement furnished
therewith and hereby ratifies all that the said proxies may do by
virtue hereof.
(Continued, and to be signed and dated on the reverse side.)
FIRST COMMONWEALTH FINANCIAL CORPORATION
P.O. BOX 11003
NEW YORK, NY 10203-0003
