SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange
Act of 1934
Date of Report (Date of earliest event reported): July 15, 1998
FIRST COMMONWEALTH FINANCIAL CORPORATION
(Exact Name of registrant as specified in its charter)
PENNSYLVANIA 0-11242 25-1428528
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
22 N. Sixth Street, Indiana, PA 15701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (412) 349-7220
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Item 5. Other Events
On July 15, 1998, the registrant entered into a definitive
agreement to acquire Southwest National Corporation
("Southwest"). Southwest is a Pennsylvania-chartered bank
holding company headquartered in Greensburg, Pennsylvania, which
was established in 1981 for the purpose of owning 100% of the
outstanding common stock of Southwest National Bank. Southwest
National Bank is a nationally chartered, federally insured
commercial bank also headquartered in Greensburg, Pennsylvania.
Southwest has total assets of approximately $841 million,
deposits of $646 million and equity of $84 million. Southwest
traces its origins through Southwest National Bank to 1900 and
maintains sixteen (16) community offices throughout Westmoreland
and northeastern Allegheny Counties. Southwest shares are traded
on the NASDAQ National Market System under the symbol "SWPA".
The agreement provides for the issuance of 2.9 shares of the
registrant's common stock for each Southwest common share. Based
on the closing price of the registrant on July 14, of $30.4375,
the transaction has a current market value of $268 million or
$88.27 per Southwest share. The transaction has been structured
to be a tax-free reorganization accounted for as a pooling-of
interests. In connection with the execution of the definitive
agreement, Southwest has granted to First Commonwealth an option
to purchase 19.9% of Southwest's outstanding common stock, should
certain events occur.
On a pro-forma basis, as of June 30, 1998, the registrant would
have total assets of over $4 billion, total equity of $363
million and market capitalization of $930 million. Its 98 branch
franchise covers most major markets of Western Pennsylvania. The
transaction is expected to be accretive to earnings per share in
fiscal year 1999, while also increasing projected return on
equity and return on assets.
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Dated: July 30, 1998
FIRST COMMONWEALTH FINANCIAL CORPORATION
(Registrant)
By /S/JOHN J. DOLAN
John J. Dolan
Senior Vice President
and Chief Financial Officer
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