<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
FIRST COMMONWEALTH FINANCIAL CORPORATION
(Name of issuer)
FIRST COMMONWEALTH FINANCIAL CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, $1.00 PAR VALUE PER SHARE
(Title of Class of Securities)
319829107
(CUSIP Number of Class of Securities)
David R. Tomb, Jr., Esq.
Senior Vice President, Secretary and Treasurer
First Commonwealth Financial Corporation
Old Courthouse Square
22 North Sixth Street
Indiana, PA 15701
(724) 349-7220
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
COPIES TO:
Robert M. Jones, Jr., Esq.
Drinker Biddle & Reath LLP
Eighteenth and Cherry Streets
Philadelphia, PA 19103
(215) 988-2700
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August 31, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
<PAGE>
------------
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE*
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$52,000,000 $10,400
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* Calculated solely for the purpose of determining the filing fee, based upon
the purchase of 2,000,000 shares at the maximum tender offer price of $26.00 per
share. The filing fee was calculated at the rate of 1/50th of 1% of the
Transaction Value.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
------------
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
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-2-
<PAGE>
ITEM 1. SECURITY AND ISSUER.
(a) The issuer of the securities to which this Schedule 13E-4 relates is First
Commonwealth Financial Corporation, a Pennsylvania corporation (the "Company"),
and the address of its principal executive office, and its mailing address, is
Old Courthouse Square, 22 North Sixth Street, Indiana, PA 15701.
(b) This Schedule 13E-4 relates to the offer by the Company to purchase up to
2,000,000 shares (or such lesser number of shares as are properly tendered) of
its common stock, $1.00 par value per share (the "Shares"), of which 30,991,646
Shares were outstanding as of August 18, 1999, at prices of not less than $23.00
nor in excess of $26.00 per Share in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated August 31, 1999 (the "Offer
to Purchase"), and in the related Letter of Transmittal (which together
constitute the "Offer"), copies of which are attached as Exhibits (a)(1) and
(a)(2), respectively, and incorporated herein by reference. Employees, officers
and directors of the Company may participate in the Offer on the same basis as
the Company's other shareholders. The information set forth in "Introduction,"
"Section 1--Number of Shares; Proration" and "Section 11--Interest of Directors
and Executive Officers; Transactions and Arrangements Concerning Shares" of the
Offer to Purchase is incorporated herein by reference.
(c) The information set forth in "Introduction" and "Section 7--Price Range of
Shares; Dividends" of the Offer to Purchase is incorporated herein by reference.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in "Section 10--Source and Amount of Funds" of
the Offer to Purchase is incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a)-(j) The information set forth in "Introduction," "Section 8--Purpose of the
Offer; Certain Effects of the Offer," "Section 10--Source and Amount of Funds,"
"Section 11--Interest of Directors and Executive Officers; Transactions and
Arrangements Concerning Shares" and "Section 12--Effects of the Offer on the
Market for Shares; Registration Under the Exchange Act" of the Offer to Purchase
is incorporated herein by reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in "Section 11--Interest of Directors and Officers;
Transactions and Arrangements Concerning Shares" and "Schedule A" of the Offer
to Purchase is incorporated herein by reference.
-3-
<PAGE>
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE ISSUER'S SECURITIES.
The information set forth in "Introduction," "Section 8--Purpose of the Offer;
Certain Effects of the Offer" "Section 10--Source and Amount of Funds," and
"Section 11--Interest of Directors and Executive Officers; Transactions and
Arrangements Concerning Shares" of the Offer to Purchase is incorporated herein
by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED, OR TO BE COMPENSATED.
The information set forth in "Introduction" and "Section 16--Fees and Expenses"
of the Offer to Purchase is incorporated herein by reference.
ITEM 7. FINANCIAL CONDITION.
(a)-(b) The information set forth in "Section 9--Certain Information Concerning
the Company" of the Offer to Purchase is incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) The information set forth in "Section 13--Certain Legal Matters; Regulatory
Approvals" of the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in "Section 12--Effects of the Offer on the Market
for Shares; Registration Under the Exchange Act" of the Offer to Purchase is
incorporated herein by reference.
(d) Not applicable.
(e) The information set forth in the Offer to Purchase and Letter of Transmittal
is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1)Form of Offer to Purchase, dated August 31, 1999.
(2) Form of Letter of Transmittal (including Certification of Taxpayer
Identification Number on Form W-9).
(3) Form of Notice of Guaranteed Delivery.
(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
-4-
<PAGE>
(5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees (including the Instruction Form).
(6) Form of Letter to Shareholders of the Company, dated August 31, 1999, from
Joseph E. O'Dell, President and Chief Executive Officer of the Company.
(7) Form of Letter to Participants in ESOP of First Commonwealth Financial
Corporation (including Director Form, Instructions and Question and Answer
Brochure).
(8) Form of Letter to Participants in 401(k) Retirement Savings & Investment
Plan of First Commonwealth Financial Corporation (including Director Form,
Instructions and Question and Answer Brochure).
(9) Form of Notice to Participants in First Commonwealth Financial Corporation
Employee Stock Ownership Plan and 401(k) Retirement Savings & Investment Plan.
(10) Form of Question and Answer Brochure.
(11) Text of Press Release issued by the Company, dated July 13, 1999.
(12) Text of Press Release issued by the Company, dated August 31, 1999.
(13) Text of Press Announcement to be published in local and regional newspapers
on August 31, 1999.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Statement is true, complete and correct.
August 31, 1999 FIRST COMMONWEALTH FINANCIAL CORPORATION
By: /s/ Joseph E. O'Dell
------------------------------------
Joseph E. O'Dell
President and Chief Executive Officer
-5-
<PAGE>
EX99.9(A)1
FIRST COMMONWEALTH FINANCIAL CORPORATION
Offer to Purchase for Cash
Up to 2,000,000 Shares of its
Common Stock, Par Value $1.00 Per Share
At a Purchase Price Not Less Than $23.00
Nor in Excess of $26.00 Per Share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 29, 1999
UNLESS THE OFFER IS EXTENDED.
First Commonwealth Financial Corporation, a Pennsylvania corporation (the
"Company"), offers to purchase from its shareholders up to 2,000,000 shares of
its Common Stock, par value $1.00 per share (the "Shares"), at a price, net to
the seller in cash, without interest thereon, of not less than $23.00 nor in
excess of $26.00 per Share as specified by each tendering shareholder, upon
the terms and subject to the conditions set forth herein and in the related
Letter of Transmittal (which together constitute the "Offer"). The Company
will determine a single per Share price (not less than $23.00 nor in excess of
$26.00 per Share) that it will pay for the Shares validly tendered pursuant to
the Offer and not withdrawn (the "Purchase Price"), taking into consideration
the number of Shares so tendered and the prices specified by the tendering
shareholders. The Company will select the Purchase Price that will allow it to
purchase 2,000,000 Shares (or such lesser number of Shares as are validly
tendered and not withdrawn at prices of not less than $23.00 nor in excess of
$26.00 per Share) pursuant to the Offer. The Company will purchase all Shares
validly tendered at prices at or below the Purchase Price and not withdrawn on
or prior to the Expiration Date (as defined in Section 1), upon the terms and
subject to the conditions of the Offer, including the provisions thereof
relating to proration described herein. The Purchase Price will be paid in
cash, net to the seller, without interest thereon, with respect to all Shares
purchased. All Shares tendered at prices in excess of the Purchase Price and
Shares not purchased because of proration will be returned. Shareholders must
complete the section of the Letter of Transmittal relating to the price at
which they are tendering Shares in order to validly tender Shares.
---------------
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 6.
---------------
IMPORTANT
Any shareholder desiring to tender all or any portion of his or her
Shares should either (1) complete and sign the Letter of Transmittal or a
facsimile thereof in accordance with the instructions in the Letter of
Transmittal, mail or deliver it and any other required documents to The Bank
of New York (the "Depositary"), and either mail or deliver the certificates
representing Shares to be tendered to the Depositary along with the Letter of
Transmittal or deliver such Shares pursuant to the procedure for book-entry
transfer set forth in Section 3 or (2) request his or her broker, dealer,
commercial bank, trust company or other nominee to effect the transaction for
him or her. A shareholder whose Shares are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee must contact such
broker, dealer, commercial bank, trust company or other nominee if he or she
desires to tender such Shares. SHAREHOLDERS WHO DESIRE TO TENDER SHARES AND
WHOSE CERTIFICATES FOR SUCH SHARES ARE NOT IMMEDIATELY AVAILABLE OR WHO CANNOT
COMPLY WITH THE PROCEDURE FOR BOOK-ENTRY TRANSFER BY THE EXPIRATION DATE MUST
TENDER SUCH SHARES BY FOLLOWING THE PROCEDURES FOR GUARANTEED DELIVERY SET
FORTH UNDER "SECTION 3--PROCEDURE FOR TENDERING SHARES."
SHAREHOLDERS MUST PROPERLY COMPLETE THE LETTER OF TRANSMITTAL, INCLUDING
THE SECTION OF THE LETTER OF TRANSMITTAL RELATING TO THE PRICE AT WHICH THEY
ARE TENDERING SHARES, IN ORDER TO EFFECT A VALID TENDER OF THEIR SHARES.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH
SHAREHOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER
SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE.
EMPLOYEES, DIRECTORS AND EXECUTIVE OFFICERS MAY PARTICIPATE IN THE
OFFER ON THE SAME BASIS AS THE COMPANY'S OTHER SHAREHOLDERS.
The Dealer Manager/Information Agent for the Offer is:
KEEFE, BRUYETTE & WOODS, INC.
The date of this Offer to Purchase is August 31, 1999
<PAGE>
As of August 18, 1999, the Company had issued and outstanding 30,991,646
Shares, and had reserved 897,756 Shares for issuance upon exercise of
currently exercisable stock options under the Company's Incentive Stock Option
Plan. The 2,000,000 Shares that the Company is offering to purchase pursuant
to the Offer represent approximately 6.5% of the Shares then outstanding. The
Shares are traded on the New York Stock Exchange. The Shares trade under the
symbol "FCF." On August 25, 1999, the closing price of the Shares as reported
on the New York Stock Exchange was $23.625 per Share. SHAREHOLDERS ARE URGED
TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.
Questions or requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or other tender offer materials
may be directed to the Dealer Manager/Information Agent at its addresses and
telephone numbers set forth on the back cover of this Offer to Purchase, and
such copies will be furnished promptly at the Company's expense. Shareholders
may also contact their local broker, dealer, commercial bank or trust company
for assistance concerning the Offer.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
COMPANY AS TO WHETHER SHAREHOLDERS SHOULD TENDER SHARES PURSUANT TO THE OFFER.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN
OR IN THE RELATED LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION
AND SUCH OTHER INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C>
INTRODUCTION.............................................................. 1
1. NUMBER OF SHARES; PRORATION......................................... 2
2. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES......................... 3
3. PROCEDURE FOR TENDERING SHARES...................................... 3
4. WITHDRAWAL RIGHTS................................................... 7
5. ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE PRICE...... 7
6. CERTAIN CONDITIONS OF THE OFFER..................................... 8
7. PRICE RANGE OF SHARES; DIVIDENDS.................................... 10
8. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER.................. 11
9. CERTAIN INFORMATION CONCERNING THE COMPANY.......................... 12
10. SOURCE AND AMOUNT OF FUNDS......................................... 21
11. INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND
ARRANGEMENTS CONCERNING SHARES..................................... 21
12. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER
THE EXCHANGE ACT................................................... 23
13. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS........................ 23
14. CERTAIN FEDERAL INCOME TAX CONSEQUENCES............................ 24
15. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS................ 27
16. FEES AND EXPENSES.................................................. 27
17. ADDITIONAL INFORMATION............................................. 28
18. MISCELLANEOUS...................................................... 28
</TABLE>
i
<PAGE>
To the Holders of Shares of Common Stock of First Commonwealth Financial
Corporation:
INTRODUCTION
First Commonwealth Financial Corporation, a Pennsylvania corporation
(the "Company" or "FCF"), offers to purchase from its shareholders up to
2,000,000 shares of its Common Stock, par value $1.00 per share (the
"Shares"), at a price, net to the seller in cash, without interest thereon, of
not less than $23.00 nor in excess of $26.00 per Share as specified by each
tendering shareholder, upon the terms and subject to the conditions set forth
herein and in the related Letter of Transmittal (which together constitute the
"Offer").
The Company will determine a single per Share price (not less than
$23.00 nor in excess of $26.00 per Share) that it will pay for the Shares
validly tendered pursuant to the Offer and not withdrawn (the "Purchase
Price"), taking into account the number of Shares so tendered and the prices
specified by tendering shareholders. The Company will select the Purchase
Price that will allow it to purchase 2,000,000 Shares (or such lesser number
of Shares as is validly tendered and not withdrawn at prices of not less than
$23.00 nor in excess of $26.00 per Share) pursuant to the Offer. The Company
will purchase all Shares validly tendered at prices at or below the Purchase
Price and not withdrawn on or prior to the Expiration Date (as defined in
Section 1), upon the terms and subject to the conditions of the Offer,
including the provisions relating to proration described below. The Purchase
Price will be paid in cash, net to the seller, without interest thereon, with
respect to all Shares purchased. Shares tendered at prices in excess of the
Purchase Price and Shares not purchased because of proration will be returned.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6.
If more than 2,000,000 Shares have been validly tendered at or below the
Purchase Price and not withdrawn on or prior to the Expiration Date, the
Company will purchase Shares first from shareholders who owned beneficially as
of the close of business on August 25, 1999, and continue to own beneficially
as of the Expiration Date, an aggregate of fewer than 100 Shares who properly
tender all their Shares at or below the Purchase Price, and then on a pro rata
basis from all other shareholders who validly tender Shares at or below the
Purchase Price. See Sections 1 and 2. Tendering shareholders will not be
obligated to pay brokerage commissions, solicitation fees or, subject to the
Instructions to the Letter of Transmittal, stock transfer taxes on the
purchase of Shares by the Company. The Company will pay the expenses of Keefe,
Bruyette & Woods, Inc. (the "Dealer Manager/Information Agent") and The Bank
of New York (the "Depositary") incurred in connection with the Offer (other
than the fees and expenses of Keefe, Bruyette & Woods, Inc.'s legal counsel).
See Section 16. ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE
AND SIGN THE SUBSTITUTE FORM W-9 THAT IS INCLUDED IN THE LETTER OF TRANSMITTAL
MAY BE SUBJECT TO UNITED STATES FEDERAL INCOME TAX BACKUP WITHHOLDING EQUAL TO
31% OF THE GROSS PROCEEDS PAYABLE TO SUCH SHAREHOLDER OR OTHER PAYEE PURSUANT
TO THE OFFER. SEE SECTIONS 3 AND 14.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE OFFER. NEITHER THE
COMPANY NOR ITS BOARD OF DIRECTORS, HOWEVER, MAKES ANY RECOMMENDATION TO ANY
SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH SHAREHOLDER MUST
MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW
MANY SHARES TO TENDER AND AT WHAT PRICE. EMPLOYEES, OFFICERS AND DIRECTORS OF
THE COMPANY MAY PARTICIPATE IN THE OFFER ON THE SAME BASIS AS THE COMPANY'S
OTHER SHAREHOLDERS.
The Shares are traded on the New York Stock Exchange. The Shares trade
under the symbol "FCF." On August 25, 1999 the closing price of the Shares on
the New York Stock Exchange was $23.625 per Share. See Section 7. SHAREHOLDERS
ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.
1
<PAGE>
Questions or requests for assistance or for additional copies of the
Offer to Purchase, the Letter of Transmittal or other tender offer materials
may be directed to the Dealer Manager/Information Agent at:
Dealer Manager Information Agent
Keefe, Bruyette & Woods, Inc. Keefe, Bruyette & Woods, Inc.
Two World Trade Center 211 Bradenton Avenue
85th Floor Dublin, Ohio 43017-3541
New York, NY 10048 Toll free: (877) 298-6520
Toll free: (800) 966-1559
1. NUMBER OF SHARES; PRORATION
Upon the terms and subject to the conditions described herein and in the
Letter of Transmittal, the Company will purchase up to 2,000,000 Shares that
are validly tendered on or prior to the Expiration Date (as defined below)
(and not properly withdrawn in accordance with Section 4) at a price
(determined in the manner set forth below) of not less than $23.00 nor in
excess of $26.00 per Share. The later of 5:00 p.m., New York City time, on
September 29, 1999 or the latest time and date to which the Offer is extended,
is referred to herein as the "Expiration Date." If the Offer is oversubscribed
as described below, only Shares tendered at or below the Purchase Price on or
prior to the Expiration Date will be eligible for proration. The proration
period expires on the Expiration Date.
The Company will determine the Purchase Price taking into consideration
the number of Shares so tendered and the prices specified by tendering
shareholders. The Company will select the Purchase Price that will allow it to
purchase 2,000,000 Shares (or such lesser number of Shares as is validly
tendered and not withdrawn at prices of not less than $23.00 nor in excess of
$26.00 per Share) pursuant to the Offer. Subject to Section 15, the Company
reserves the right, in its sole discretion, to purchase more than 2,000,000
Shares pursuant to the Offer, but does not currently plan to do so. THE OFFER
IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER
IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6.
In accordance with Instruction 5 of the Letter of Transmittal, each
shareholder who wishes to tender Shares must specify the price (not less than
$23.00 nor in excess of $26.00 per Share) at which such shareholder is willing
to have the Company purchase such Shares. As promptly as practicable following
the Expiration Date, the Company will determine the Purchase Price (not less
than $23.00 nor in excess of $26.00 per Share) that it will pay for Shares
validly tendered and not withdrawn pursuant to the Offer, taking into account
the number of Shares so tendered and the prices specified by tendering
shareholders. All Shares purchased pursuant to the Offer will be purchased at
the Purchase Price. All Shares not purchased pursuant to the Offer, including
Shares tendered at prices greater than the Purchase Price and Shares not
purchased because of proration, will be returned to the tendering shareholders
at the Company's expense as promptly as practicable following the Expiration
Date.
Upon the terms and subject to the conditions of the Offer, if 2,000,000
or fewer Shares have been validly tendered at or below the Purchase Price and
not withdrawn on or prior to the Expiration Date, the Company will purchase
all such Shares. Upon the terms and subject to the conditions of the Offer, if
more than 2,000,000 Shares have been validly tendered at or below the Purchase
Price and not withdrawn on or prior to the Expiration Date, the Company will
purchase Shares in the following order of priority:
(a) first, all Shares validly tendered at or below the Purchase
Price and not withdrawn on or prior to the Expiration Date by or on
behalf of any shareholder who owned beneficially, as of the close of
business on August 25, 1999 and continues to own beneficially as of the
Expiration Date, an aggregate of fewer than 100 Shares and who validly
tenders all of such Shares (partial tenders will not qualify for this
preference) and completes the box captioned "Odd Lots" on the Letter of
Transmittal; and
(b) then, after purchase of all of the foregoing Shares, all other
Shares validly tendered at or below the Purchase Price and not withdrawn
on or prior to the Expiration Date on a pro rata basis, if necessary
(with appropriate adjustments to avoid purchases of fractional Shares).
2
<PAGE>
If proration of tendered Shares is required, (i) because of the
difficulty in determining the number of Shares validly tendered and (ii) as a
result of the "odd lot" procedure described in Section 2, the Company does not
expect that it would be able to announce the final proration factor or to
commence payment for any Shares purchased pursuant to the Offer until
approximately seven (7) New York Stock Exchange trading days after the
Expiration Date. Preliminary results of proration will be announced by press
release as promptly as practicable after the Expiration Date. Holders of
Shares also may obtain such preliminary information from the Dealer
Manager/Information Agent.
As described under "Section 14--Certain Federal Income Tax
Consequences," the number of Shares that the Company will purchase from a
shareholder may affect the federal income tax consequences to the shareholder
of such purchase and therefore may be relevant to a shareholder's decision
whether to tender Shares.
The Company expressly reserves the right, in its sole discretion, at any
time or from time to time, to extend the period of time during which the Offer
is open by giving oral or written notice of such extension to the Depositary
and making a public announcement thereof. See Section 15. There can be no
assurance, however, that the Company will exercise its right to extend the
Offer.
For purposes of the Offer, a "business day" means any day other than a
Saturday, Sunday or federal holiday and consists of the time period from 12:01
a.m. through 12:00 midnight, New York City time.
Copies of this Offer to Purchase and the related Letter of Transmittal
are being mailed to record holders of Shares and will be furnished to brokers,
banks and similar persons whose names, or the names of whose nominees, appear
on the Company's shareholder list or, if applicable, who are listed as
participants in a clearing agency's security position listing for subsequent
transmittal to beneficial owners of Shares.
2. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES
All Shares validly tendered at or below the Purchase Price and not
withdrawn on or prior to the Expiration Date by or on behalf of any
shareholder who owned beneficially, as of the close of business on August 25,
1999, and continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares, will be accepted for purchase before
proration, if any, of other tendered Shares. Partial tenders will not qualify
for this preference, and it is not available to beneficial holders of 100 or
more Shares, even if such holders have separate stock certificates for fewer
than 100 Shares. By accepting the Offer, a shareholder owning beneficially
fewer than 100 Shares will avoid the payment of brokerage commissions and the
applicable odd lot discount payable in a sale of such Shares in a transaction
effected on a securities exchange.
As of August 18, 1999, there were approximately 12,700 holders of record
of Shares. Approximately 2,200 of these holders of record held individually
fewer than 100 Shares and held in the aggregate approximately 110,500 Shares.
Because of the large number of Shares held in the names of brokers and
nominees, the Company is unable to determine the exact number of beneficial
owners of fewer than 100 Shares or the aggregate number of Shares they own.
Any shareholder wishing to tender all of his or her Shares pursuant to this
Section should complete the box captioned "Odd Lots" on the Letter of
Transmittal.
The special odd lot purchase rules described above do not apply to any
Shares held in the Company Employee Stock Ownership Plan ("ESOP") and the
Company 401(k) Plan ("401(k) Plan").
3. PROCEDURE FOR TENDERING SHARES
To tender Shares validly pursuant to the Offer, a properly completed and
duly executed Letter of Transmittal or manually signed facsimile thereof,
together with any required signature guarantees and any other documents
required by the Letter of Transmittal, must be received by the Depositary at
its address set forth on
3
<PAGE>
the back cover of this Offer to Purchase and either (i) certificates for the
Shares to be tendered must be received by the Depositary at such address, (ii)
such Shares must be delivered pursuant to the procedures for book-entry
transfer described below (and a confirmation of such delivery received by the
Depositary), or (iii) the tendering shareholder must comply with the
guaranteed delivery procedure described below, in each case on or prior to the
Expiration Date.
IN ACCORDANCE WITH INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, IN ORDER
TO TENDER SHARES PURSUANT TO THE OFFER, A SHAREHOLDER MUST INDICATE IN THE
SECTION CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING
TENDERED" ON THE LETTER OF TRANSMITTAL THE PRICE (IN MULTIPLES OF $0.50) AT
WHICH SUCH SHARES ARE BEING TENDERED.
Shareholders wishing to tender Shares at more than one price must
complete separate Letters of Transmittal for each price at which such Shares
are being tendered. The same Shares cannot be tendered at more than one price.
FOR A TENDER OF SHARES TO BE VALID, A PRICE BOX, BUT ONLY ONE PRICE BOX, ON
EACH LETTER OF TRANSMITTAL MUST BE CHECKED.
In addition, holders of odd lots who tender all such Shares must
complete the box captioned "Odd Lots" on the Letter of Transmittal and, if
applicable, on the Notice of Guaranteed Delivery, in order to qualify for the
preferential treatment described in Section 2.
The Depositary will establish an account with respect to the Shares at
the Depository Trust Company ("DTC") (hereinafter referred to as the "Book-
Entry Transfer Facility") for purposes of the Offer within two business days
after the date of this Offer to Purchase, and any financial institution that
is a participant in the system of the Book-Entry Transfer Facility may make
delivery of Shares by causing the Book-Entry Transfer Facility to transfer
such Shares into the Depositary's account in accordance with the procedures of
the Book-Entry Transfer Facility. Although delivery of Shares may be effected
through book-entry transfer, a properly completed and duly executed Letter of
Transmittal or a manually signed copy thereof, or an Agent's Message (as
defined below), together with any required signature guarantees and any other
required documents, must, in any case, be transmitted to and received by the
Depositary at its address set forth on the back cover of this Offer to
Purchase on or prior to the Expiration Date. Delivery of required documents to
the Book-Entry Transfer Facility in accordance with its procedures does not
constitute delivery to the Depositary and will not constitute a valid tender.
The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry confirmation, which states that the Book-Entry Transfer Facility
has received an express acknowledgement from the participant in the Book-Entry
Transfer Facility tendering the Shares, that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that the
Company may enforce such agreement against the participant.
Except as set forth below, all signatures on a Letter of Transmittal
must be guaranteed by a firm that is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc.,
or by a commercial bank, a trust company, a savings bank, a savings and loan
association or a credit union which has membership in an approved Signature
Guarantee Medallion Program (each of the foregoing being referred to as an
"Eligible Institution"). Signatures on a Letter of Transmittal need not be
guaranteed if (a) the Letter of Transmittal is signed by the registered holder
of the Shares (which term, for the purposes of this Section, includes any
participant in the Book-Entry Transfer Facility whose name appears on a
security position listing as the holder of the Shares) tendered therewith and
such holder has not completed the box entitled "Special Payment Instructions"
or the box entitled "Special Delivery Instructions" on the Letter of
Transmittal or (b) such Shares are tendered for the account of an Eligible
Institution. See Instructions 1 and 6 of the Letter of Transmittal.
If a shareholder desires to tender Shares pursuant to the Offer and such
shareholder's certificates are not immediately available (or the procedures
for book-entry transfer cannot be completed on a timely basis) or time
4
<PAGE>
will not permit all required documents to reach the Depositary by the
Expiration Date, such Shares may nevertheless be tendered provided that all of
the following conditions are satisfied:
(a) such tender is made by or through an Eligible Institution;
(b) the Depositary receives (by hand, mail, telegram or facsimile
transmission), on or prior to the Expiration Date, a properly completed
and duly executed Notice of Guaranteed Delivery substantially in the
form the Company has provided with this Offer to Purchase (indicating
the price at which the Shares are being tendered) and includes a
guarantee by an Eligible Institution in the form set forth in such
Notice; and
(c) the certificates for all tendered Shares in proper form for
transfer (or confirmation of book-entry transfer of such Shares into the
Depositary's account at the Book-Entry Transfer Facility), together with
a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) and any other documents required by the Letter of
Transmittal, are received by the Depositary within three New York Stock
Exchange trading days after the date the Depositary receives such Notice
of Guaranteed Delivery.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT
THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY
DELIVERY.
TO PREVENT UNITED STATES FEDERAL INCOME TAX BACKUP WITHHOLDING EQUAL TO
31% OF THE GROSS PAYMENTS MADE PURSUANT TO THE OFFER, EACH TENDERING
SHAREHOLDER MUST PROVIDE THE DEPOSITARY WITH SUCH SHAREHOLDER'S CORRECT
TAXPAYER IDENTIFICATION NUMBER AND CERTAIN OTHER INFORMATION BY PROPERLY
COMPLETING THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL.
FOREIGN SHAREHOLDERS (AS DEFINED IN SECTION 14) MUST SUBMIT A PROPERLY
COMPLETED FORM W-8 (WHICH MAY BE OBTAINED FROM THE DEPOSITARY) IN ORDER TO
PREVENT BACKUP WITHHOLDING. IN GENERAL, BACKUP WITHHOLDING DOES NOT APPLY TO
CORPORATIONS OR TO FOREIGN SHAREHOLDERS SUBJECT TO 30% (OR LOWER TREATY RATE)
WITHHOLDING ON GROSS PAYMENTS RECEIVED PURSUANT TO THE OFFER (AS DISCUSSED IN
SECTION 14). FOR A DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES TO
TENDERING SHAREHOLDERS, SEE SECTION 14. EACH SHAREHOLDER IS URGED TO CONSULT
WITH HIS OR HER OWN TAX ADVISOR REGARDING HIS, HER OR ITS QUALIFICATION FOR
EXEMPTION FROM BACKUP WITHHOLDING AND THE PROCEDURE FOR OBTAINING ANY
APPLICABLE EXEMPTION.
As of August 18, 1999, a total of 54,763 shares were held in the 401(k)
Plan, all of which were allocated to participant accounts, and 1,184,603
shares were held by the ESOP, of which 819,295 were allocated to participant
accounts. Shares allocated to participants' accounts will, subject to the
limitations of the Employee Retirement Income Security Act of 1974, as
amended, and applicable regulations thereunder ("ERISA"), be tendered by the
trustees of the ESOP and the 401(k) Plan according to the instructions of
participants. The trustees will make available to the participants whose
accounts hold allocated Shares all documents furnished to shareholders of the
Company in connection with the Offer generally and will provide additional
information in separate letters with respect to the operations of the Offer to
the participants. Each such participant also will receive a form upon which
the participant may instruct the trustees regarding the Offer. Each
participant may direct that all or some of the Shares allocated to the
participants' accounts be tendered. Participants also will be afforded
withdrawal rights. See "Section 4--Withdrawal Rights."
Each of the ESOP trustee and the 401(k) Plan trustee will aggregate by
price all tenders received by it at such price and will execute a Letter of
Transmittal on behalf of all beneficiaries under the ESOP and 401(k) Plan,
respectively, who desire to tender at such price. DELIVERY OF A LETTER OF
TRANSMITTAL BY A
5
<PAGE>
SHAREHOLDER OF SHARES HELD IN THE ESOP OR 401(k) PLAN DOES NOT CONSTITUTE
PROPER TENDER OF SUCH SHARES. PROPER TENDER OF SUCH SHARES CAN ONLY BE MADE BY
THE APPLICABLE TRUSTEE WHO IS THE RECORD OWNER OF SUCH SHARES.
If a shareholder desires to tender Shares not held in the ESOP or 401(k)
Plan, as well as Shares held in the ESOP or 401(k) Plan, such shareholder must
properly complete and duly execute a Letter of Transmittal for the Shares not
held in the ESOP or 401(k) Plan and deliver such Letter of Transmittal to the
Depositary. Such shareholder should also follow the directions above for
tendering Shares held in the ESOP or 401(k) Plan. The ESOP trustee and 401(k)
Plan trustee cannot include non-ESOP Shares or non-401(k) Plan Shares in their
Letter(s) of Transmittal.
Under ERISA the Company will be prohibited from purchasing any Shares
from the ESOP and the 401(k) Plan (including Shares allocated to the accounts
of participants) if the Purchase Price is less than the prevailing market
price of the Shares on the date the Shares are accepted for payment pursuant
to the Offer. If Shares tendered from the ESOP and the 401(k) Plan would have
been accepted pursuant to the terms of the Offer except for this prohibition,
such Shares shall automatically be deemed to be withdrawn.
Shareholders who participate in the Company's Dividend Reinvestment Plan
who want to tender Shares under that plan should mark the appropriate box on
the Letter of Transmittal and follow the relevant instructions therein.
It is a violation of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), for a person to tender
Shares for his or her own account unless the person so tendering (i) has a net
long position equal to or greater than the amount of (x) Shares tendered or
(y) other securities immediately convertible into, exercisable or exchangeable
for the amount of Shares tendered and will acquire such Shares for tender by
conversion, exercise or exchange of such other securities and (ii) will cause
such Shares to be delivered in accordance with the terms of the Offer. Rule
14e-4 provides a similar restriction applicable to the tender on behalf of
another person. The tender of Shares pursuant to any one of the procedures
described above will constitute the tendering shareholder's representation and
warranty that (i) such shareholder has a net long position in the Shares being
tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act,
and (ii) the tender of such Shares complies with Rule 14e-4. The Company's
acceptance for payment of Shares tendered pursuant to the Offer will
constitute a binding agreement between the tendering shareholder and the
Company upon the terms and subject to the conditions of the Offer.
All questions as to the Purchase Price, the form of documents, the
number of Shares to be accepted and the validity, eligibility (including time
of receipt) and acceptance for payment of any tender of Shares will be
determined by the Company, in its sole discretion, which determination shall
be final and binding on all parties. The Company reserves the absolute right
to reject any or all tenders of Shares that it determines are not in proper
form or the acceptance for payment of or payment for Shares that may, in the
opinion of the Company's counsel, be unlawful. The Company also reserves the
absolute right to waive any of the conditions of the Offer or any defect or
irregularity in any tender of any particular Shares, and the Company's
interpretation of the terms of the Offer (including the instructions in the
Letter of Transmittal) will be final and binding on all parties. No tender of
Shares will be deemed to be properly made until all defects and irregularities
have been cured or waived to the Company's satisfaction. None of the Company,
the Dealer Manager/Information Agent, the Depositary or any other person is or
will be under any duty to give notice of any defect or irregularity in
tenders, nor shall any of them incur any liability for failure to give any
such notice.
CERTIFICATES FOR SHARES, TOGETHER WITH A PROPERLY COMPLETED LETTER OF
TRANSMITTAL (OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE) AND
ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL, MUST BE DELIVERED
TO THE DEPOSITARY AND NOT TO THE COMPANY. ANY SUCH DOCUMENTS DELIVERED TO THE
COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT BE
PROPERLY TENDERED.
6
<PAGE>
4. WITHDRAWAL RIGHTS
Tenders of Shares made pursuant to the Offer may be withdrawn at any
time prior to the Expiration Date. Thereafter, such tenders are irrevocable,
except that they may be withdrawn after 12:00 midnight, New York City time,
October 27, 1999, unless theretofore accepted for payment by the Company as
provided in this Offer to Purchase. If the Company extends the period of time
during which the Offer is open, is delayed in purchasing Shares or is unable
to purchase Shares pursuant to the Offer for any reason, then, without
prejudice to the Company's rights under the Offer, the Depositary may, on
behalf of the Company, retain all Shares tendered, and such Shares may not be
withdrawn except as otherwise provided in this Section 4, subject to Rule 13e-
4(f)(5) under the Exchange Act, which provides that the issuer making the
tender offer shall either pay the consideration offered, or return the
tendered securities promptly after the termination or withdrawal of the tender
offer.
Tenders of Shares made pursuant to the Offer may not be withdrawn after
the Expiration Date, except that they may be withdrawn after 12:00 midnight,
New York City time, October 27, 1999, unless accepted for payment by the
Company as provided in this Offer to Purchase. For a withdrawal to be
effective, a shareholder of Shares held in physical form must provide a
written, telegraphic or facsimile transmission notice of withdrawal to the
Depositary at its address set forth on the back cover page of this Offer to
Purchase, which notice must contain: (A) the name of the person who tendered
the Shares; (B) a description of the Shares to be withdrawn (including the
number of Shares being withdrawn); (C) the certificate numbers shown on the
particular certificates evidencing such Shares; (D) the signature of such
shareholder executed in the same manner as the original signature on the
Letter of Transmittal (including any signature guarantee (if such original
signature was guaranteed)); and (E) if such Shares are held by a new
beneficial owner, evidence satisfactory to the Company that the person
withdrawing the tender has succeeded to the beneficial ownership of the
Shares. A purported notice of withdrawal which lacks any of the required
information will not be an effective withdrawal of a tender previously made. A
withdrawal prior to the Expiration Date must be made by a notice of withdrawal
delivered to the Depository prior to the Expiration Date.
A shareholder of Shares held with the Book-Entry Transfer Facility must
call such shareholder's broker and instruct such broker to withdraw such
tender of Shares and instruct such broker to provide a written, telegraphic or
facsimile transmission notice of withdrawal to the Depositary on or before the
Expiration Date. A purported notice of withdrawal which lacks any of the
applicable required information noted above will not be an effective
withdrawal of a tender previously made.
Any permitted withdrawals of tenders of Shares may not be rescinded, and
any Shares so withdrawn will thereafter be deemed not validly tendered for
purposes of the Offer; provided, however, that Shares withdrawn prior to the
Expiration Date may be re-tendered by following the procedures for tendering
prior to the Expiration Date.
All questions as to the form and validity (including time of receipt) of
any notice of withdrawal will be determined by the Company, in its sole
discretion, which determination shall be final and binding on all parties.
None of the Company, the Dealer Manager/Information Agent, the Depositary, or
any other person is or will be under any duty to give notification of any
defect or irregularity in any notice of withdrawal or incur any liability for
failure to give any such notification.
5. ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE PRICE
Upon the terms and subject to the conditions of the Offer and as
promptly as practicable after the Expiration Date, the Company will determine
the Purchase Price, taking into consideration the number of Shares tendered
and the prices specified by tendering shareholders, announce the Purchase
Price, and (subject to the proration provisions of the Offer) accept for
payment and pay the Purchase Price for Shares validly tendered and not
withdrawn at or below the Purchase Price. Thereafter, payment for all Shares
validly tendered on or prior to
7
<PAGE>
the Expiration Date and accepted for payment pursuant to the Offer will be
made by the Depositary by check as promptly as practicable. In all cases,
payment for Shares accepted for payment pursuant to the Offer will be made
only after timely receipt by the Depositary of certificates for such Shares
(or of a timely confirmation of a book-entry transfer of such Shares into the
Depositary's account at the Book-Entry Transfer Facility), a properly
completed and duly executed Letter of Transmittal or a manually signed copy
thereof, with any required signature guarantees, or, in the case of a book-
entry delivery an Agent's Message, and any other required documents.
For purposes of the Offer, the Company shall be deemed to have accepted
for payment (and thereby purchased), subject to proration, Shares that are
validly tendered and not withdrawn as, if and when it gives oral or written
notice to the Depositary of the Company's acceptance for payment of such
Shares. In the event of proration, the Company will determine the proration
factor and pay for those tendered Shares accepted for payment as soon as
practicable after the Expiration Date. However, the Company does not expect to
be able to announce the final results of any such proration until
approximately seven (7) New York Stock Exchange trading days after the
Expiration Date. The Company will pay for Shares that it has purchased
pursuant to the Offer by depositing the aggregate Purchase Price therefor with
the Depositary. The Depositary will act as agent for tendering shareholders
for the purpose of receiving payment from the Company and transmitting payment
to tendering shareholders. Under no circumstances will interest be paid on
amounts to be paid to tendering shareholders, regardless of any delay in
making such payment.
Certificates for all Shares not purchased, including all Shares tendered
at prices greater than the Purchase Price and Shares not purchased because of
proration, will be returned (or, in the case of Shares tendered by book-entry
transfer, such Shares will be credited to an account maintained with the Book-
Entry Transfer Facility by the participant therein who so delivered such
Shares) as promptly as practicable following the Expiration Date without
expense to the tendering shareholder.
Payment for Shares may be delayed in the event of difficulty in
determining the number of Shares properly tendered or if proration is
required. See Section 1. In addition, if certain events occur, the Company may
not be obligated to purchase Shares pursuant to the Offer. See Section 6.
The Company will pay or cause to be paid any stock transfer taxes with
respect to the sale and transfer of any Shares to it or its order pursuant to
the Offer. If, however, payment of the Purchase Price is to be made to, or a
portion of the Shares delivered (whether in certificated form or by book
entry) but not tendered or not purchased are to be registered in the name of
any person other than the registered holder, or if tendered Shares are
registered in the name of any person other than the person signing the Letter
of Transmittal (unless such person is signing in a representative or fiduciary
capacity), the amount of any stock transfer taxes (whether imposed on the
registered holder, such other person or otherwise) payable on account of the
transfer to such person will be deducted from the Purchase Price unless
satisfactory evidence of the payment of such taxes, or exemption therefrom, is
submitted. See Instruction 7 to the Letter of Transmittal.
ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY AND
SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL (OR, IN THE
CASE OF A FOREIGN INDIVIDUAL, A FORM W-8) MAY BE SUBJECT TO REQUIRED FEDERAL
INCOME TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAID TO SUCH SHAREHOLDER
OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION 3.
6. CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other provision of the Offer, the Company will not
be required to accept for payment or pay for any Shares tendered, and may
terminate or amend and may postpone (subject to the requirements of the
Exchange Act for prompt payment for or return of Shares tendered) the
acceptance for payment of Shares tendered, if at any time after August 31,
1999 and at or before the Expiration Date any of the following shall have
occurred (or shall have been determined by the Company to have occurred)
which, in the
8
<PAGE>
Company's judgment in any such case and regardless of the circumstances
(including any action or omission to act by the Company), makes it undesirable
or inadvisable to proceed with the Offer or acceptance of Shares for purchase
or payment:
(a) there shall have been threatened, instituted or pending any
action or proceeding by any government or governmental, regulatory or
administrative agency or authority or tribunal or any other person,
domestic or foreign, or before any court, authority, agency or tribunal
that (i) challenges the acquisition of Shares pursuant to the Offer or
otherwise in any manner relates to or affects the Offer or (ii) in the
sole judgment of the Company, could materially and adversely affect the
business, condition (financial or other), income, operations or
prospects of the Company and its subsidiaries, taken as a whole, or
otherwise materially impair in any way the contemplated future conduct
of the business of the Company or any of its subsidiaries or materially
impair the Offer's contemplated benefits to the Company;
(b) there shall have been any action threatened, pending or taken,
or approval withheld, or any statute, rule, regulation, judgment, order
or injunction threatened, proposed, sought, promulgated, enacted,
entered, amended, enforced or deemed to be applicable to the Offer or
the Company or any of its subsidiaries, by any legislative body, court,
authority, agency or tribunal which, in the Company's sole judgment,
would or might directly or indirectly (i) make the acceptance for
payment of, or payment for, some or all of the Shares illegal or
otherwise restrict or prohibit consummation of the Offer, (ii) delay or
restrict the ability of the Company, or render the Company unable, to
accept for payment or pay for some or all of the Shares, (iii)
materially impair the contemplated benefits of the Offer to the Company
or (iv) materially affect the business, condition (financial or other),
income, operations or prospects of the Company and its subsidiaries,
taken as a whole, or otherwise materially impair in any way the
contemplated future conduct of the business of the Company or any of its
subsidiaries;
(c) there shall have occurred (i) any general suspension of
trading in, or limitation on prices for, securities on any national
securities exchange or in the over-the-counter market, (ii) any
significant decline in the market price of the Shares or in the general
level of market prices of equity securities in the United States or
abroad, (iii) any change in the general political, market, economic or
financial condition in the United States or abroad that could have a
material adverse effect on the Company's business, condition (financial
or otherwise), income, operations, prospects or ability to obtain
financing generally or the trading in the Shares, (iv) the declaration
of a banking moratorium or any suspension of payments in respect of
banks in the United States or any limitation on, or any event which, in
the Company's sole judgment, might affect the extension of credit by
lending institutions in the United States, (v) the commencement of a
war, armed hostilities or other international or national calamity
directly or indirectly involving the United States or (vi) in the case
of any of the foregoing existing at the time of the commencement of the
Offer, in the Company's sole judgment, a material acceleration or
worsening thereof;
(d) a tender or exchange offer with respect to some or all of the
Shares (other than the Offer), or a merger, acquisition or other
business combination proposal for the Company, shall have been proposed,
announced or made by another person or group (within the meaning of
Section 13(d)(3) of the Exchange Act);
(e) (i) any entity, group (as that term is used in Section
13(d)(3) of the Exchange Act), or person (other than entities, groups or
persons, if any, who have filed with the Securities and Exchange
Commission (the "Commission") on or before August 31, 1999, a Schedule
13G or a Schedule 13D with respect to any of the Shares) shall have
acquired or proposed to acquire beneficial ownership of more than 5% of
the outstanding Shares; or (ii) such entity, group or person that has
publicly disclosed any such beneficial ownership of more than 5% of the
Shares prior to such date shall have acquired, or proposed to acquire,
beneficial ownership of additional Shares constituting more than 2% of
the outstanding Shares or shall have been granted any option or right to
acquire beneficial ownership of more than 2% of the outstanding Shares;
or (iii) any person or group shall have filed a Notification and Report
Form under the Hart-Scott-Rodino Antitrust Improvement Act of 1976
reflecting an intent to acquire the Company or any of its Shares;
9
<PAGE>
(f) there shall have occurred any event or events that has
resulted, or may in the sole judgment of the Company result, directly or
indirectly, in an actual or threatened change in the business, assets,
liabilities, condition (financial or other), income, operations, stock
ownership, capital structure or prospects of the Company and its
subsidiaries; or
(g) any change in the general political, market, economic or
financial conditions in the United States or abroad that in the
Company's opinion has or may have a material adverse effect with respect
to the Company's business, operation or prospects, or the trading in the
securities of the Company or any decline in either the Dow Jones
Industrial Average or Standard & Poor's 500 Composite Stock Price Index
by an amount in excess of 10% as measured from the close of business on
August 31, 1999.
The foregoing conditions are for the sole benefit of the Company and may
be asserted by the Company regardless of the circumstances (including any
action or inaction by the Company) giving rise to any such condition, and any
such condition may be waived by the Company, in whole or in part, at any time
and from time to time in its sole discretion. The failure by the Company at
any time to exercise any of the foregoing rights shall not be deemed a waiver
of any such right and each such right shall be deemed an ongoing right which
may be asserted at any time and from time to time. Any determination by the
Company concerning the events described above will be final and binding on all
parties.
Acceptance of Shares validly tendered in the Offer is subject to the
condition that, as of the Expiration Date, and after giving pro forma effect
to the acceptance of Shares validly tendered, the Company would continue to
have at least 300 shareholders of record and the Shares would remain listed
for quotation on the New York Stock Exchange. This condition may not be
waived.
The Exchange Act requires that all conditions to the Offer must be
satisfied or waived before the Expiration Date.
7. PRICE RANGE OF SHARES; DIVIDENDS
The Shares are listed and principally traded on the NYSE under the
symbol "FCF." The following table sets forth the high and low sales prices,
and dividends declared, for the shares as reported on the New York Stock
Exchange for the periods indicated.
<TABLE>
<CAPTION>
Dividends
High Low Declared
---- ---- ---------
<S> <C> <C> <C>
Fiscal 1997
1st Quarter.................................. $18 7/8 $17 1/8 $0.20
2nd Quarter.................................. 23 17 1/2 0.20
3rd Quarter.................................. 22 19 9/16 0.20
4th Quarter.................................. 35 3/8 21 5/8 0.22
Fiscal 1998
1st Quarter.................................. $34 3/16 $27 1/4 $0.22
2nd Quarter.................................. 29 15/16 26 3/16 0.22
3rd Quarter.................................. 30 5/8 22 1/2 0.22
4th Quarter.................................. 27 1/8 22 3/4 0.23
Fiscal 1999
1st Quarter.................................. $24 15/16 $20 1/8 $0.23
2nd Quarter.................................. 24 7/8 20 1/2 0.26
3rd Quarter through August 25................ 24 1/16 21 7/8 --
</TABLE>
On August 25, 1999, the closing price of the Shares on the New York
Stock Exchange was $23.625 per Share. SHAREHOLDERS ARE URGED TO OBTAIN CURRENT
MARKET QUOTATIONS FOR THE SHARES.
10
<PAGE>
8. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER
The Company believes that the purchase of Shares is an attractive use of
a portion of the Company's available capital on behalf of its shareholders and
is consistent with the Company's long-term goal of increasing shareholder
value. The Company believes it has adequate sources of capital to complete the
Share repurchase and pursue business opportunities. See Section 10 for a
discussion of the sources of capital available to the Company for purposes of
this Offer.
Over time, the Company's profitable operations have contributed to the
growth of a capital base that exceeds all applicable regulatory standards and
the amount of capital needed to support the Company's banking business. After
evaluating a variety of alternatives to utilize more effectively its capital
base and to attempt to maximize shareholder value, the Company's management
and its Board of Directors believe that the purchase of Shares pursuant to the
Offer is a positive action that is intended to accomplish the desired
objective of increasing shareholder value.
Other actions previously employed, including an open market purchase of
Shares, increases in payment of cash dividends, and capital management
leverage strategies, have enhanced shareholder value, but capital remains at
high levels. The Offer is designed to restructure the Company's balance sheet
in order to increase return on equity by reducing the amount of equity
outstanding. Following the purchase of the Shares, the Company believes funds
provided by earnings, combined with its other sources of liquidity, will be
fully adequate to meet its funding needs for the foreseeable future. Upon
completion of the Offer, the Company expects that the Company and its wholly-
owned banking subsidiaries will continue to maintain the highest regulatory
standard for capital, which is designated as "well capitalized" under the
prompt corrective action scheme enacted by the Federal Deposit Insurance
Corporation Improvement Act of 1991.
The Offer will enable shareholders who are considering the sale of all
or a portion of their Shares the opportunity to determine the price or prices
(not less than $23.00 nor in excess of $26.00 per Share) at which they are
willing to sell their Shares, and, if any such Shares are purchased pursuant
to the Offer, to sell those Shares for cash without the usual transaction
costs associated with open-market sales. The Offer may also give shareholders
the opportunity to sell Shares at prices greater than market prices prevailing
prior to the announcement of the Offer. See Section 7. In addition, qualifying
shareholders owning beneficially fewer than 100 Shares, whose Shares are
purchased pursuant to the Offer, not only will avoid the payment of brokerage
commissions but will also avoid any applicable odd lot discounts to the market
price typically charged by brokers for executing odd lot trades.
Shareholders who do not tender their Shares pursuant to the Offer and
shareholders who otherwise retain an equity interest in the Company as a
result of a partial tender of Shares or a proration pursuant to Section 1 of
the Offer will continue to be owners of the Company with the attendant risks
and rewards associated with owning the equity securities of the Company. As
noted above, the Company, following completion of the Offer, will maintain the
highest regulatory capital ranking. Consequently, the Company believes that
shareholders will not be subject to materially greater risk as a result of the
reduction of the capital base.
Shareholders who determine not to accept the Offer will realize a
proportionate increase in their relative equity interest in the Company and,
thus, in the Company's earnings and assets, subject to any risks resulting
from the Company's purchase of Shares and the Company's ability to issue
additional equity securities in the future. In addition, to the extent the
purchase of Shares pursuant to the Offer results in a reduction of the number
of shareholders of record, the Company's costs for services to shareholders
may be reduced. Finally, the Offer may affect the Company's ability to qualify
for pooling-of-interests accounting treatment for any merger transaction for
approximately the next two years.
If fewer than 2,000,000 Shares are purchased pursuant to the Offer, the
Company may repurchase the remainder of such Shares on the open market, in
privately negotiated transactions or otherwise. In the future, the Company may
determine to purchase additional Shares on the open market, in privately
negotiated transactions,
11
<PAGE>
through one or more tender offers or otherwise. Any such purchases may be on
the same terms as, or on terms which are more or less favorable to
shareholders than, the terms of the Offer. However, Rule 13e-4 under the
Exchange Act prohibits the Company and its affiliates from purchasing any
Shares, other than pursuant to the Offer, until at least ten business days
after the Expiration Date. Any future purchases of Shares by the Company would
depend on many factors, including the market price of the Shares, the
Company's business and financial position, and general economic and market
conditions.
Shares the Company acquires pursuant to the Offer will be restored to
the status of authorized and unissued Shares, or placed in the Company's
treasury, and will be available for the Company to issue without further
shareholder action (except as required by applicable law or the rules of the
New York Stock Exchange or any other securities exchange on which the Shares
are listed) for purposes including, but not limited to, the acquisition of
other businesses, the raising of additional capital for use in the Company's
business and the satisfaction of obligations under existing or future employee
benefit plans. The Company has no current plans for reissuance of the Shares
repurchased pursuant to the Offer.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION
TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH SHAREHOLDER
MUST MAKE HIS OR HER OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW
MANY SHARES TO TENDER AND AT WHAT PRICE. EMPLOYEES, OFFICERS AND DIRECTORS OF
THE COMPANY MAY PARTICIPATE IN THE OFFER ON THE SAME BASIS AS THE COMPANY'S
OTHER SHAREHOLDERS.
9. CERTAIN INFORMATION CONCERNING THE COMPANY
General
The Company was incorporated as a Pennsylvania business corporation on
November 15, 1982 and is registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended. The Company operates two chartered
banks, First Commonwealth Bank and Southwest Bank. Personal financial planning
and other financial services and insurance products are also provided through
First Commonwealth Trust Company and First Commonwealth Insurance Agency. The
Company also operates through Commonwealth Systems Corporation.
First Commonwealth Bank ("FCB"), a subsidiary of the Company and a
Pennsylvania-chartered banking corporation headquartered in Indiana,
Pennsylvania, operates through divisions doing business under the following
names: NBOC Bank, Deposit Bank, Cenwest Bank, First Bank of Leechburg, Peoples
Bank, Central Bank, Peoples Bank of Western Pennsylvania, Unitas Bank and
Reliable Bank.
On December 31, 1998 the Company affiliated, as a result of a statutory
merger, with Southwest National Corporation ("SNC") and its wholly-owned
subsidiary, Southwest Bank ("Southwest"). SNC was a Pennsylvania-chartered
bank holding company headquartered in Greensburg, Pennsylvania. Southwest Bank
is a Pennsylvania-chartered, federally insured commercial bank also
headquartered in Greensburg, Pennsylvania which traces its origin to 1900.
Upon merger, SNC was combined with the Company and Southwest Bank became a
wholly-owned subsidiary of the Company.
FCB and Southwest ("Subsidiary Banks") conduct business through 96
community banking offices in the counties of Adams (1 office), Allegheny (6),
Armstrong (3), Beaver (1), Bedford (4), Blair (8), Cambria (11), Centre (2),
Clearfield (6), Elk (3), Franklin (2), Huntingdon (6), Indiana (9), Jefferson
(4), Lawrence (6), Somerset (5), Washington (1), and Westmoreland (18). The
Subsidiary Banks engage in general banking business and offer a full range of
financial services including such general retail banking services as demand,
savings and time deposits; mortgage, consumer installment and commercial
loans.
Commonwealth Systems Corporation ("CSC"), a subsidiary of the Company,
was incorporated as a Pennsylvania business corporation in 1984 by the Company
to function as its data processing subsidiary and it
12
<PAGE>
has its principal place of business in Indiana, Pennsylvania. Before August
1984, it had operated as the data processing department of NBOC. CSC provides
on-line general ledger accounting services and bookkeeping services for
deposit and loan accounts to the Company, the Banking Subsidiaries and its
other nonbank subsidiaries. CSC also acts as a centralized purchasing agent
for the purchase of computer hardware and software products by the Company and
subsidiaries as well as providing technical support for the installation and
use of these products. It competes, principally with data processing
subsidiaries of other, mostly larger, banks, on the basis of the price and
quality of its services and the speed with which such services are delivered.
First Commonwealth Trust Company ("FCTC"), a subsidiary of the Company,
was incorporated on January 18, 1991 as a Pennsylvania chartered trust company
to render general trust services. The trust departments of subsidiary banks
were combined to form FCTC, and the corporate headquarters are located in
Indiana, Pennsylvania. Upon the Company's merger with Southwest National, the
trust department of Southwest Bank was also merged into FCTC. FCTC has eight
branch offices in the service areas of the Subsidiary Banks and offers
personal and corporate trust services, including administration of estates and
trusts, individual and corporate investment management and custody services
and employee benefit trust services.
First Commonwealth Insurance Agency ("FCIA") was incorporated as a
Pennsylvania business corporation with its principal place of business in
Indiana, Pennsylvania. FCIA began operations in January 1998 as a wholly-owned
subsidiary of FCB and provides a full range of insurance and annuity products
to retail and commercial customers.
On June 1, 1989 Commonwealth Trust Credit Life Insurance Company
("Commonwealth Trust") began operations. The Company owns 50% of the voting
common stock of Commonwealth Trust. Commonwealth Trust provides reinsurance
for credit life and credit accident and health insurance sold by the
subsidiaries of the two unrelated holding company owners under a joint venture
arrangement whereby the net income derived from such reinsurance inures
proportionally to the benefit of the holding company selling the underlying
insurance to its banks' customers.
The Company and its subsidiaries employed approximately 1,500 persons
(full-time equivalents) at July 31, 1999.
13
<PAGE>
Summary Historical Consolidated Financial Data and
Summary Unaudited Pro Forma Consolidated Financial Data
The following summary historical consolidated financial data for the
years ended December 31, 1997 and 1998 has been derived from the audited
consolidated financial statements of the Company. The following summary
historical consolidated financial data for the six months ended June 30, 1998
and 1999 has been derived from the unaudited supplemental consolidated
financial statements of the Company and, in the opinion of management, include
all adjustments (consisting of normal recurring adjustments) necessary for a
fair presentation of financial position and results of operations for such
periods. All prior period amounts have been restated to reflect the pooling of
interests transaction with Southwest National Corporation which closed on
December 31, 1998. The data should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 and the
Company's Annual Report on Form 10-K for the year ended December 31, 1998,
which are incorporated herein by reference. More comprehensive financial
information is included in such reports and the financial information which
follows is qualified in its entirety by reference to such reports and all of
the financial statements and related notes contained therein, copies of which
may be obtained as described in Section 17 of this Offer.
The following summary unaudited pro forma consolidated financial data
has been derived from the historical consolidated financial statements of the
Company adjusted for certain costs and expenses to be incurred as a result of
the purchase of Shares pursuant to the Offer. The summary unaudited pro forma
consolidated financial data should be read in conjunction with the summary
historical consolidated financial data included herein. The pro forma income
statement data and balance sheet data are not necessarily indicative of the
financial position or results of operations that would have been obtained had
the Offer been completed as of the dates indicated.
First Commonwealth Financial Corporation
Summary Historical Balance Sheet Data
<TABLE>
<CAPTION>
December 31, June 30,
--------------------- ---------------------
1998 1997 1999 1998
---------- ---------- ---------- ----------
(in thousands)
<S> <C> <C> <C> <C>
Assets:
Securities........................ $1,525,332 $1,015,798 $1,614,569 $1,336,532
Net loans......................... 2,342,546 2,410,405 2,336,261 2,440,878
Other assets...................... 228,911 242,354 252,373 266,832
---------- ---------- ---------- ----------
Total Assets..................... $4,096,789 $3,668,557 $4,203,203 $4,044,242
========== ========== ========== ==========
Liabilities:
Total deposits.................... $2,931,131 $2,884,343 $2,965,133 $2,925,091
Long-term debt.................... 630,850 193,054 638,525 473,253
Other liabilities................. 179,403 236,837 260,365 282,711
---------- ---------- ---------- ----------
Total Liabilities................ 3,741,384 3,314,234 3,864,023 3,681,055
---------- ---------- ---------- ----------
Shareholders' equity:
Total Shareholders' Equity....... 355,405 354,323 339,180 363,187
---------- ---------- ---------- ----------
Total Liabilities and
Shareholders' Equity............ $4,096,789 $3,668,557 $4,203,203 $4,044,242
========== ========== ========== ==========
</TABLE>
14
<PAGE>
First Commonwealth Financial Corporation
Unaudited Pro Forma Condensed Consolidated Balance Sheet
December 31, 1998
<TABLE>
<CAPTION>
Shares Purchased at
----------------------
$23.00 $26.00
Per Share Per Share
---------- ----------
(in thousands)
<S> <C> <C>
Assets:
Cash and due from banks (2) (3)....................... $ 96,615 $ 94,615
Interest-bearing bank deposits........................ 1,914 1,914
Federal funds sold.................................... 1,000 1,000
Securities:
Available for sale, at market........................ 1,042,636 1,042,636
Held to maturity, at cost............................ 482,696 482,696
---------- ----------
Total securities...................................... 1,525,332 1,525,332
Net loans............................................. 2,342,546 2,342,546
Property and equipment................................ 41,929 41,929
Other assets.......................................... 87,453 87,453
---------- ----------
Total Assets......................................... $4,096,789 $4,094,789
========== ==========
Liabilities:
Total deposits........................................ $2,931,131 $2,931,131
Short-term borrowings................................. 140,547 140,547
Other liabilities..................................... 38,856 38,856
Long-term debt (2)(3)................................. 676,850 680,850
---------- ----------
Total Liabilities.................................... 3,787,384 3,791,384
---------- ----------
Shareholders' equity:
Preferred stock, $1.00 par value, 3,000,000 shares au-
thorized, none issued................................ 0 0
Common stock $1.00 par value, 100,000,000 shares au-
thorized, 31,262,706
issued............................................... 31,263 31,263
Additional paid in capital............................ 100,240 100,240
Retained earnings..................................... 235,623 235,623
Accumulated other comprehensive income................ 2,199 2,199
Treasury stock (1) (2) (4)............................ (51,913) (57,913)
Unearned ESOP shares.................................. (8,007) (8,007)
---------- ----------
Total Shareholders' Equity........................... 309,405 303,405
---------- ----------
Total Liabilities and Shareholders' Equity........... $4,096,789 $4,094,789
========== ==========
</TABLE>
15
<PAGE>
First Commonwealth Financial Corporation
Unaudited Pro Forma Condensed Consolidated Balance Sheet
June 30, 1999
<TABLE>
<CAPTION>
Shares Purchased at
----------------------
$23.00 $26.00
Per Share Per Share
---------- ----------
(in thousands)
<S> <C> <C>
Assets:
Cash and due from banks (2) (3)....................... $ 83,709 $ 81,709
Interest-bearing bank deposits........................ 500 500
Federal funds sold.................................... 0 0
Securities:
Available for sale, at market........................ 1,155,808 1,155,808
Held to maturity, at cost............................ 458,761 458,761
---------- ----------
Total securities...................................... 1,614,569 1,614,569
Net loans............................................. 2,336,261 2,336,261
Property and equipment................................ 40,839 40,839
Other assets.......................................... 127,325 127,325
---------- ----------
Total Assets......................................... $4,203,203 $4,201,203
========== ==========
Liabilities:
Total deposits........................................ $2,965,133 $2,965,133
Short-term borrowings................................. 223,831 223,831
Other liabilities..................................... 36,534 36,534
Long-term debt (2)(3)................................. 684,525 688,525
---------- ----------
Total Liabilities.................................... 3,910,023 3,914,023
---------- ----------
Shareholders' Equity:
Preferred stock, $1.00 par value, 3,000,000 shares au-
thorized, none issued................................ 0 0
Common stock $1.00 par value, 100,000,000 shares au-
thorized, 31,262,706 issued.......................... 31,263 31,263
Additional paid in capital............................ 99,716 99,716
Retained earnings..................................... 247,283 247,283
Accumulated other comprehensive income................ (26,715) (26,715)
Treasury stock (1) (2) (4)............................ (51,213) (57,213)
Unearned ESOP shares.................................. (7,154) (7,154)
---------- ----------
Total Shareholders' Equity........................... 293,180 287,180
---------- ----------
Total Liabilities and Shareholders' Equity........... $4,203,203 $4,201,203
========== ==========
</TABLE>
16
<PAGE>
First Commonwealth Financial Corporation
Summary Historical Income Statement Data
<TABLE>
<CAPTION>
Year Ended Six Months Ended
December 31, June 30,
----------------- -----------------
1998 1997 1999 1998
-------- -------- -------- --------
(in thousands, except per share
data)
<S> <C> <C> <C> <C>
Interest income............................ $283,421 $254,772 $145,437 $140,466
Interest expense........................... 148,282 124,427 73,729 73,224
-------- -------- -------- --------
Net interest income....................... 135,139 130,345 71,708 67,242
Provision for credit losses................ 15,049 10,152 4,550 5,100
-------- -------- -------- --------
Net interest income after provision for
credit losses............................ 120,090 120,193 67,158 62,142
Noninterest income......................... 26,338 25,541 17,826 11,871
Noninterest expense........................ 100,201 88,857 47,681 45,773
-------- -------- -------- --------
Income before income taxes and
extraordinary item....................... 46,227 56,877 37,303 28,240
Applicable income taxes.................... 12,229 17,338 10,472 7,764
-------- -------- -------- --------
Net income from continuing operations.... $ 33,998 $ 39,539 $ 26,831 $ 20,476
======== ======== ======== ========
Per common share before dilution
Net income from continuing operations..... $ 1.11 $ 1.28 $ 0.88 $ 0.67
Dividends................................. $ 0.89 $ 0.82 $ 0.49 $ 0.44
</TABLE>
First Commonwealth Financial Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Income
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Shares Purchased at
-------------------
$23.00 $26.00
Per Share Per Share
--------- ---------
(in thousands,
except per share
data)
<S> <C> <C>
Interest income (2) (3)..................................... $283,421 $283,301
Interest expense (2)(3)..................................... 152,537 152,907
-------- --------
Net interest income........................................ 130,884 130,394
Provision for credit losses................................. 15,049 15,049
-------- --------
Net interest income after provision for credit losses...... 115,835 115,345
Noninterest income.......................................... 26,338 26,338
Noninterest expense......................................... 100,201 100,201
-------- --------
Income before income taxes and extraordinary item.......... 41,972 41,482
Applicable income taxes (2)(3).............................. 10,740 10,568
-------- --------
Net income from continuing operations..................... $ 31,232 $ 30,914
======== ========
Per common share before dilution
Net income from continuing operations...................... $ 1.09 $ 1.08
Dividends.................................................. $ 0.89 $ 0.89
</TABLE>
17
<PAGE>
First Commonwealth Financial Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Income
Six Months Ended June 30, 1999
<TABLE>
<CAPTION>
Shares Purchased at
-------------------
$23.00 $26.00
Per Share Per Share
--------- ---------
(in thousands,
except per share
data)
<S> <C> <C>
Interest income (2) (3)..................................... $145,437 $145,377
Interest expense (2)(3)..................................... 75,839 76,022
-------- --------
Net interest income........................................ 69,598 69,355
Provision for credit losses................................. 4,550 4,550
-------- --------
Net interest income after provision for credit losses...... 65,048 64,805
Noninterest income.......................................... 17,826 17,826
Noninterest expense......................................... 47,681 47,681
-------- --------
Income before income taxes and extraordinary item.......... 35,193 34,950
Applicable income taxes (2)(3).............................. 9,733 9,649
-------- --------
Net income from continuing operations...................... $ 25,460 $ 25,301
======== ========
Per common share
Net income from continuing operations...................... $ 0.89 $ 0.88
Dividends.................................................. $ 0.49 $ 0.49
</TABLE>
First Commonwealth Financial Corporation
Selected Historical Financial Ratios
<TABLE>
<CAPTION>
Year Ended Six Months Ended
December 31, June 30,
-------------- ------------------
1998 1997 1999 1998
------ ------ -------- --------
<S> <C> <C> <C> <C>
Selected ratios:
Financial Performance:
Return on average assets.................. 0.85% 1.15% 1.29% 1.07%
Return on average equity.................. 9.13% 11.31% 14.95% 11.41%
Capital:
Leverage Ratio............................ 8.60% 9.60% 8.44% 8.80%
Tier I Risk Based Capital................. 14.50% 14.50% 14.18% 14.55%
Total Risk Based Capital.................. 15.80% 15.60% 15.43% 15.66%
Dividend per share as percentage of earn-
ings per share........................... 81.65% 64.06% 55.68% 65.67%
Shareholders' equity to total assets...... 8.68% 9.66% 8.07% 8.98%
Book value per share...................... $11.49 $11.45 $ 10.95 $ 11.74
Asset Quality:
Allowance for credit losses as a percent
of loans................................. 1.36% 1.06% 1.42% 1.09%
Allowance for credit losses as a percent
of nonperforming loans................... 126.58% 102.06% 149.94% 108.30%
Nonperforming loans to total loans........ 1.07% 1.04% 0.95% 1.01%
</TABLE>
18
<PAGE>
First Commonwealth Financial Corporation
Unaudited Selected Pro Forma Financial Ratios
December 31, 1998
<TABLE>
<CAPTION>
Shares Purchased at
-------------------
$23.00 $26.00
Per Share Per Share
--------- ---------
<S> <C> <C>
Selected ratios:
Financial Performance:
Return on average assets (2)(3)........................... 0.78% 0.77%
Return on average equity (2)(3)........................... 9.58% 9.66%
Capital:
Leverage Ratio (2)........................................ 7.46% 7.31%
Tier I Risk Based Capital................................. 12.58% 12.32%
Total Risk Based Capital.................................. 13.83% 13.57%
Dividends per share as percentage of earnings per share
(3)...................................................... 83.18% 83.96%
Shareholders' equity to total assets (2).................. 7.55% 7.41%
Book value per share (1)(2)............................... $10.69 $10.48
</TABLE>
First Commonwealth Financial Corporation
Unaudited Selected Pro Forma Financial Ratios
June 30, 1999
<TABLE>
<CAPTION>
Shares Purchased at
-------------------
$23.00 $26.00
Per Share Per Share
--------- ---------
<S> <C> <C>
Selected ratios:
Financial Performance:
Return on average assets (2)(3)........................... 1.23% 1.22%
Return on average equity (2)(3)........................... 16.25% 16.46%
Capital:
Leverage Ratio (2)........................................ 7.35% 7.21%
Tier I Risk Based Capital................................. 12.35% 12.11%
Total Risk Based Capital.................................. 13.60% 13.36%
Dividends per share as percentage of earnings per share
(3)...................................................... 55.06% 55.68%
Shareholders' equity to total assets (2).................. 6.98% 6.84%
Book value per share (1)(2)............................... $10.12 $9.91
</TABLE>
19
<PAGE>
First Commonwealth Financial Corporation
Notes to Unaudited Pro Forma Financial Information
(1) The pro forma financial information reflects the repurchase of 2,000,000
Shares at $23.00 and $26.00 per share, as appropriate.
(2) The balance sheet data give effect to the purchase of shares as of the
balance sheet date. The average balances and income statement data give
effect to the purchase of shares as of the beginning of each period
presented.
(3) The pro forma financial information assumes that the Company incurs the
long-term indebtedness described in Section 10 to effect the purchase of
the shares. The pro forma data assumes that the long-term indebtedness is
issued in a principal amount of $50 million and at a rate of interest of
9.25%. While the Company currently believes this to be a reasonable
assumption, there can be no assurance that the principal amount of such
long-term indebtedness will not be less than $50 million, that the
interest rate will not be different, or that the Company will incur such
long-term indebtedness. The pro forma data also assumes a reduction of
interest income for the interest-earning funds used in excess of the long-
term indebtedness source at a rate of 6.00% and a statutory tax rate of
35%.
(4) No effect has been given to the $250,000 in costs estimated to be incurred
in connection with the Offer. Such costs will be capitalized as part of
the cost of the stock purchased.
20
<PAGE>
10. SOURCE AND AMOUNT OF FUNDS
Assuming that the Company purchases 2,000,000 Shares pursuant to the
Offer at a price of $26.00 per Share, the total amount required by the Company
to purchase such Shares will be $52 million, exclusive of fees and other
expenses. The Company may fund such purchases from cash held by the Company
and from dividends from its subsidiaries and/or through the proceeds from the
sale of junior subordinated deferrable interest debentures (the "Debentures")
to be issued to a newly formed, special purpose financing subsidiary (the
"Trust"). The Trust would use the proceeds of a private offering of a series
of its capital securities to purchase the Debentures. It is anticipated that
the Debentures would be issued in an aggregate principal amount of up to
approximately $50 million, have a maturity of approximately 30 years and bear
interest at a fixed rate which would be determined based upon the market at
the time of issuance. There can be no assurance that the principal amount of
the Debentures will not be less than $50 million. The Debentures would be
unsecured and rank junior in right of payment to all senior debt of the
Company. The Debentures would contain events of default, mandatory and
optional redemption provisions, covenants and restrictions on the Company's
operations that are customary in such transactions.
11. INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND
ARRANGEMENTS CONCERNING SHARES
As of August 18, 1999, the Company had issued and outstanding 30,991,646
Shares, and had reserved 897,756 Shares for issuance upon exercise of
currently exercisable stock options. The 2,000,000 Shares that the Company is
offering to purchase represent approximately 6.5% of the outstanding Shares.
As of August 18, 1999, the Company's directors and executive officers as a
group (29 persons) beneficially owned an aggregate of approximately 2,483,494
Shares (including 381,771 shares covered by currently exercisable options
granted under the Company's Incentive Stock Option Plan) representing
approximately 7.8% of the outstanding Shares, assuming the exercise of the
options by such persons. As of July 31, 1999, the 401(k) Plan held 54,763
Shares, representing less than one per cent of the Shares outstanding and the
ESOP held 1,184,603 Shares, representing approximately 3.7% of the Shares
outstanding.
Except as set forth in Schedule A, neither the Company, nor any
subsidiary of the Company nor, to the best of the Company's knowledge, any of
the Company's directors or executive officers, nor any affiliates of any of
the foregoing, had any transactions involving the Shares during the 40
business days prior to the date hereof.
Executive officers and directors of the Company may participate in the
Offer on the same basis as the Company's other shareholders. The Company has
not been advised whether any executive officer or director intends to tender
any Shares pursuant to the Offer or at what price such tenders, if any, would
be made. The table below identifies each executive officer and director of the
Company and sets forth the number of Shares owned (including Shares that could
be acquired upon the exercise of currently exercisable stock options and
Shares held under the ESOP and 401(k) Plan). Subject to the terms of the
Offer, all or a portion of such Shares could be tendered. In addition, such
executive officers and directors may acquire additional Shares prior to the
Expiration Date as a result of participation in the Dividend Reinvestment
Plan.
21
<PAGE>
<TABLE>
<CAPTION>
Directors Shares Owned Stock Options Total
- --------- ------------ ------------- ---------
<S> <C> <C> <C>
E.H. Brubaker............................ 11,425 1,000 12,425
Sumner E. Brumbaugh...................... 228,757 1,000 229,757
Ray T. Charley........................... 55,352 1,000 56,352
Edward T. Cote (2)....................... 102,400 1,000 103,400
David S. Dahlmann........................ 3,555 14,270 17,825
Thomas L. Delaney........................ 14,982 1,000 15,982
Clayton C. Dovey, Jr. ................... 23,134 1,000 24,134
Ronald C. Geiser......................... 14,364 1,000 15,364
Johnston A. Glass........................ 24,641 45,610 70,251
A.B. Hallstrom........................... 8,038 1,000 9,038
Thomas J. Hanford........................ 24,129 1,000 25,129
H.H. Heilman, Jr., Esq................... 23,000 1,000 24,000
David F. Irvin........................... 64,015 1,000 65,015
David L. Johnson......................... 14,885 1,000 15,885
Robert F. Koslow......................... 29,271 1,000 30,271
Dale P. Latimer (2)...................... 891,369 1,000 892,369
James W. Newill.......................... 229,100 1,000 230,100
Joseph E. O'Dell (1)..................... 41,757 75,019 116,776
Joseph W. Proske......................... 16,781 1,000 17,781
John A. Robertshaw, Jr................... 22,196 1,000 23,196
Laurie Stern Singer...................... 2,500 1,000 3,500
David R. Tomb, Jr., Esq. (1)(2)(3)....... 324,773 23,035 347,808
E. James Trimarchi (1)(2)(3)............. 369,332 52,376 421,708
Robert C. Williams....................... 39,399 21,548 60,947
<CAPTION>
Officers
- --------
<S> <C> <C> <C>
John J. Dolan............................ 7,157 21,493 28,650
William R. Jarrett....................... 5,376 24,917 30,293
Rosemary Krolick......................... 5,954 19,290 25,244
R. John Previte.......................... 7,645 19,820 27,465
Gerard M. Thomchick (1).................. 33,382 46,393 79,775
Total Directors and Officers as Group (29
persons)................................ 2,101,723 381,771 2,483,494
========= ======= =========
</TABLE>
- --------
(1) Includes 23,836 shares held by Atlas Investment Company, of which Messers.
O'Dell, Thomchick, Tomb and Trimarchi are each 25% owners and as to which
they share voting and investment power.
(2) Includes 102,000 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 Messers. 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 part of First Commonwealth Bank) were
converted into Shares of the Company 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.
(3) Includes 159,438 shares held by County Wide Real Estate, Inc. of which
Messers. Tomb and Trimarchi are each 50% owners and as to which they share
voting and investment power.
Decisions as to whether to tender Shares held in the ESOP and 401(k)
Plan will be made as described under "Section 3--Procedure for Tendering
Shares."
Except for outstanding options to purchase Shares granted to certain
employees (including executive officers) of the Company, and except as
otherwise described herein, neither the Company nor, to the best of the
Company's knowledge, any of its affiliates, directors or executive officers,
or any of the directors or executive officers of any of its affiliates, is a
party to any contract, arrangement, understanding or relationship with any
22
<PAGE>
other person relating, directly or indirectly, to the Offer with respect to
any securities of the Company including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or the
voting of any such securities, joint ventures, loan or option arrangements,
puts or calls, guaranties of loans, guaranties against loss or the giving or
withholding of proxies, consents or authorizations.
Except as disclosed in this Offer to Purchase, the Company has no plans
or proposals which relate to or would result in: (a) the acquisition by any
person of additional securities of the Company or the disposition of
securities of the Company; (b) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present Board of
Directors or management of the Company; (e) any material change in the present
dividend rate or policy, or indebtedness or capitalization of the Company; (f)
any other material change in the Company's corporate structure or business;
(g) any change in the Company's Certificate of Incorporation or Bylaws or any
actions which may impede the acquisition of control of the Company by any
person; (h) a class of equity security of the Company being delisted from a
national securities exchange; (i) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or (j) the suspension of the Company's obligation to file
reports pursuant to Section 15(d) of the Exchange Act.
12. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES;
REGISTRATION UNDER THE EXCHANGE ACT
The Company's purchase of Shares pursuant to the Offer will reduce the
number of Shares that might otherwise be traded publicly and may reduce the
number of shareholders. Nonetheless, the Company anticipates that there will
be a sufficient number of Shares outstanding and publicly traded following
consummation of the Offer to ensure a continued trading market for the Shares.
Based upon published guidelines of the New York Stock Exchange, the Company
believes that following its purchase of Shares pursuant to the Offer, the
Company's remaining Shares will continue to qualify to be listed on the New
York Stock Exchange.
The Shares are currently "margin securities" under the rules of The
Board of Governors of the Federal Reserve System (the "Federal Reserve
Board"). This has the effect, among other things, of allowing brokers to
extend credit to their customers using such Shares as collateral. The Company
believes that, following the purchase of Shares pursuant to the Offer, the
Shares will continue to be "margin securities" for purposes of the Federal
Reserve Board's margin regulations.
The Shares are registered under the Exchange Act, which requires, among
other things, that the Company furnish certain information to its shareholders
and the Commission and comply with the Commission's proxy rules in connection
with meetings of the Company's shareholders.
13. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS
The Company is not aware of any license or regulatory permit that
appears to be material to the Company's business that might be adversely
affected by the Company's acquisition of Shares as contemplated herein or of
any approval or other action by, or any filing with, any government or
governmental, administrative or regulatory authority or agency, domestic or
foreign, that would be required for the acquisition or ownership of Shares by
the Company as contemplated herein. Should any such approval or other action
be required, the Company presently contemplates that such approval or other
action will be sought. The Company is unable to predict whether it may
determine that it is required to delay the acceptance for payment of or
payment for Shares tendered pursuant to the Offer pending the outcome of any
such matter. There can be no assurance that any such approval or other action,
if needed, would be obtained or would be obtained without substantial
conditions or that the failure to obtain any such approval or other action
might not result in adverse consequences to the Company's business. The
Company's obligations under the Offer to accept for payment and pay for Shares
is subject to certain conditions. See Section 6.
23
<PAGE>
14. CERTAIN FEDERAL INCOME TAX CONSEQUENCES
In General. The following is a discussion of the material United States
federal income tax consequences to shareholders with respect to a sale of
Shares pursuant to the Offer. The discussion is based upon the provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), U.S. Department of
Treasury regulations, Internal Revenue Service ("IRS") rulings and judicial
decisions, all in effect as of the date hereof and all of which are subject to
change (possibly with retroactive effect) by subsequent legislative, judicial
or administrative action. The discussion does not address all aspects of
United States federal income taxation that may be relevant to a particular
shareholder in light of such shareholder's particular circumstances or to
certain types of holders subject to special treatment under the United States
federal income tax laws (such as certain financial institutions, tax-exempt
organizations, life insurance companies, dealers in securities or currencies,
employee benefit plans or shareholders holding the Shares as part of a
conversion transaction, as part of a hedge or hedging transaction, or as a
position in a straddle for tax purposes). In addition, the discussion below
does not consider the effect of any foreign, state, local or other tax laws
that may be applicable to particular shareholders. The discussion assumes that
the Shares are held as "capital assets" within the meaning of Section 1221 of
the Code. The Company has neither requested nor obtained a written opinion of
counsel or a ruling from the IRS with respect to the tax matters discussed
below.
EACH SHAREHOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR AS TO THE
PARTICULAR UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO THAT SHAREHOLDER
OF TENDERING SHARES PURSUANT TO THE OFFER AND THE APPLICABILITY AND EFFECT OF
ANY STATE, LOCAL OR FOREIGN TAX LAWS AND RECENT CHANGES IN APPLICABLE TAX
LAWS.
Characterization of the Surrender of Shares Pursuant to the Offer. The
surrender of Shares by a shareholder to the Company pursuant to the Offer will
be a taxable transaction for United States federal income tax purposes. The
United States federal income tax consequences to a shareholder may vary
depending upon the shareholder's particular facts and circumstances. Under
Section 302 of the Code, the surrender of Shares by a shareholder to the
Company pursuant to the Offer will be treated as a "sale or exchange" of such
Shares for United States federal income tax purposes (rather than as a
distribution by the Company with respect to the Shares held by the tendering
shareholder) if the receipt of cash upon such surrender (i) is "substantially
disproportionate" with respect to the shareholder, (ii) results in a "complete
redemption" of the shareholder's interest in the Company, or (iii) is "not
essentially equivalent to a dividend" with respect to the shareholder (each as
described below).
If any of the above three tests is satisfied, and the surrender of the
Shares is therefore treated as a "sale or exchange" of such Shares for United
States federal income tax purposes, the tendering shareholder will recognize
gain or loss equal to the difference between the amount of cash received by
the shareholder and the shareholder's tax basis in the Shares surrendered
pursuant to the Offer. Any such gain or loss will be capital gain or loss, and
will be long term capital gain or loss if the Shares have been held for more
than one year.
If none of the above three tests is satisfied, the tendering shareholder
will be treated as having received a distribution by the Company with respect
to such shareholder's Shares in an amount equal to the cash received by the
shareholder pursuant to the Offer. The distribution will be treated as a
dividend taxable as ordinary income to the extent of the Company's current or
accumulated earnings and profits for tax purposes. The amount of the
distribution in excess of the Company's current or accumulated earnings and
profits will be treated as a return of the shareholder's tax basis in the
Shares, and then as gain from the sale or exchange of such Shares. If a
shareholder is treated as having received a distribution by the Company with
respect to his or her Shares, the shareholder's tax basis in his or her
remaining Shares will generally be adjusted to take into account the
shareholder's return of basis in the Shares surrendered.
Constructive Ownership. In determining whether any of the three tests
under Section 302 of the Code is satisfied, shareholders must take into
account not only the Shares that are actually owned by the shareholder, but
also Shares that are constructively owned by the shareholder within the
meaning of Section 318 of the Code.
24
<PAGE>
Under Section 318 of the Code, a shareholder may constructively own Shares
actually owned, and in some cases constructively owned, by certain related
individuals or entities and Shares that the shareholder has the right to
acquire by exercise of an option or by conversion.
Proration. Contemporaneous dispositions or acquisitions of Shares by a
shareholder or related individuals or entities may be deemed to be part of a
single integrated transaction and may be taken into account in determining
whether any of the three tests under Section 302 of the Code has been
satisfied. Each shareholder should be aware that because proration may occur
in the Offer, even if all the Shares actually and constructively owned by a
shareholder are tendered pursuant to the Offer, fewer than all of such Shares
may be purchased by the Company. Thus, proration may affect whether the
surrender by a shareholder pursuant to the Offer will meet any of the three
tests under Section 302 of the Code.
Section 302 Tests. The receipt of cash by a shareholder will be
"substantially disproportionate" if the percentage of the outstanding Shares
in the Company actually and constructively owned by the shareholder
immediately following the surrender of Shares pursuant to the Offer is less
than 80% of the percentage of the outstanding Shares actually and
constructively owned by such shareholder immediately before the sale of Shares
pursuant to the Offer. Shareholders should consult their tax advisors with
respect to the application of the "substantially disproportionate" test to
their particular situation.
The receipt of cash by a shareholder will be a "complete redemption" if
either (i) the shareholder owns no Shares in the Company either actually or
constructively immediately after the Shares are surrendered pursuant to the
Offer, or (ii) the shareholder actually owns no Shares in the Company
immediately after the surrender of Shares pursuant to the Offer and, with
respect to Shares constructively owned by the shareholder immediately after
the Offer, the shareholder is eligible to waive (and effectively waives)
constructive ownership of all such Shares under procedures described in
Section 302(c) of the Code. A director, officer or employee of the Company is
not eligible to waive constructive ownership under the procedures described in
Section 302(c) of the Code.
Even if the receipt of cash by a shareholder fails to satisfy the
"substantially disproportionate" test or the "complete redemption" test, a
shareholder may nevertheless satisfy the "not essentially equivalent to a
dividend" test if the shareholder's surrender of Shares pursuant to the Offer
results in a "meaningful reduction" in the shareholder's interest in the
Company. Whether the receipt of cash by a shareholder will be "not essentially
equivalent to a dividend" will depend upon the individual shareholder's facts
and circumstances. The IRS has indicated in published rulings that even a
small reduction in the proportionate interest of a small minority shareholder
in a publicly held corporation who exercises no control over corporate affairs
may constitute such a "meaningful reduction." Shareholders expecting to rely
upon the "not essentially equivalent to a dividend" test should consult their
own tax advisors as to its application in their particular situation.
Corporate Shareholder Dividend Treatment. If a sale of Shares by a
corporate shareholder is treated as a dividend, the corporate shareholder may
be entitled to claim a deduction equal to 70% of the dividend under Section
243 of the Code, subject to applicable limitations. Corporate shareholders
should, however, consider the effect of Section 246(c) of the Code, which
disallows the 70% dividends received deduction with respect to stock that is
held for 45 days or less. For this purpose, the length of time a taxpayer is
deemed to have held stock may be reduced by periods during which the
taxpayer's risk of loss with respect the stock is diminished by reason of the
existence of certain options or other transactions. Moreover, under Section
246A of the Code, if a corporate shareholder has incurred indebtedness
directly attributable to an investment in Shares, the 70% dividends-received
deduction may be reduced.
In addition, amounts received by a corporate shareholder pursuant to the
Offer that are treated as a dividend may constitute an "extraordinary
dividend" under Section 1059 of the Code. The "extraordinary dividend" rules
of the Code are highly complicated. Accordingly, any corporate shareholder
that might have a dividend as a result of the sale of shares pursuant to the
Offer should review the "extraordinary dividend" rules to determine the
applicability and impact of such rules to it.
25
<PAGE>
Additional Tax Considerations. The distinction between long-term capital
gains and ordinary income is relevant because, in general, individuals
currently are subject to taxation at a reduced rate on their "net capital
gain" (i.e., the excess of net long-term capital gains over net short-term
capital losses) for the year. Currently, the maximum such federal rate on net
capital gain is 20%, while the maximum rate on ordinary income (including
short-term capital gain) is 39.6%.
Shareholders are urged to consult their own tax advisors regarding any
possible impact on their obligation to make estimated tax payments as a result
of the recognition of any capital gain (or the receipt of any ordinary income)
caused by the surrender of any Shares to the Company pursuant to the Offer.
ESOP and 401(k) Plan Holders. Shareholders who own Shares through the
Company's ESOP and 401(k) Plan may suffer adverse tax consequences if they
tender Shares in the Offer. Please read the enclosed materials directed to
ESOP and 401(k) Plan holders carefully and consult your tax advisor before
directing the ESOP or 401(k) Plan Trustee to tender any Shares to the Company
on your behalf.
Foreign Shareholders. The Company will withhold United States federal
income tax at a rate of 30% from gross proceeds paid pursuant to the Offer to
a foreign shareholder or his agent, unless the Company determines that a
reduced rate of withholding is applicable pursuant to a tax treaty, that an
exemption from withholding is applicable because such gross proceeds are
effectively connected with the conduct of a trade or business by the foreign
shareholder within the United States or that the shareholder meets the
"complete redemption, substantially disproportionate" or "not essentially
equivalent to a dividend" tests described above. For this purpose, a foreign
shareholder is any shareholder that is not (i) a citizen or resident of the
United States, (ii) a domestic corporation or domestic partnership, (iii) an
estate the income of which is subject to United States federal income tax
regardless of its source, or (iv) a trust if a court within the United States
is able to exercise primary supervision over the administration of the trust,
and one or more United States persons have the authority to control all
substantial decisions of the trust. Without definite knowledge to the
contrary, the Company will determine whether a shareholder is a foreign
shareholder by reference to the shareholder's address. A foreign shareholder
may be eligible to file for a refund of such tax or a portion of such tax if
such shareholder (i) meets the "complete redemption," "substantially
disproportionate" or "not essentially equivalent to a dividend" tests
described above, (ii) is entitled to a reduced rate of withholding pursuant to
a treaty and the Company withheld at a higher rate, or (iii) is otherwise able
to establish that no tax or a reduced amount of tax was due. In order to claim
an exemption from withholding on the ground that gross proceeds paid pursuant
to the Offer are effectively connected with the conduct of a trade or business
by a foreign shareholder within the United States or that the foreign
shareholder is entitled to the benefits of a tax treaty, the foreign
shareholder must deliver to the Depositary (or other person who is otherwise
required to withhold United States tax) a properly executed statement claiming
such exemption or benefits. Such statements may be obtained from the
Depositary. Foreign shareholders are urged to consult their own tax advisors
regarding the application of United States federal income tax withholding,
including eligibility for a withholding tax reduction or exemption and the
refund procedures.
Backup Withholding. See Section 3 with respect to the application of the
United States federal income tax backup withholding.
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION
ONLY AND MAY NOT APPLY TO SHARES ACQUIRED IN CONNECTION WITH THE EXERCISE OF
STOCK OPTIONS OR PURSUANT TO OTHER COMPENSATION ARRANGEMENTS WITH THE COMPANY.
THE TAX CONSEQUENCES OF A SALE PURSUANT TO THE OFFER MAY VARY DEPENDING UPON,
AMONG OTHER THINGS, THE PARTICULAR CIRCUMSTANCES OF THE TENDERING SHAREHOLDER.
NO INFORMATION IS PROVIDED HEREIN AS TO THE STATE, LOCAL OR FOREIGN TAX
CONSEQUENCES OF THE TRANSACTION CONTEMPLATED BY THE OFFER. SHAREHOLDERS ARE
URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR FEDERAL,
STATE, LOCAL AND FOREIGN TAX CONSEQUENCES TO THEM OF TENDERING SHARES PURSUANT
TO THE OFFER AND THE EFFECT OF THE STOCK OWNERSHIP ATTRIBUTION RULES DESCRIBED
ABOVE.
26
<PAGE>
15. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS
The Company expressly reserves the right, in its sole discretion and at
any time or from time to time, to extend the period of time during which the
Offer is open by giving oral or written notice of such extension to the
Depositary and making a public announcement thereof. There can be no
assurance, however, that the Company will exercise its right to extend the
Offer. During any such extension, all Shares previously tendered will remain
subject to the Offer, except to the extent that such Shares may be withdrawn
as set forth in Section 4. The Company also expressly reserves the right, in
its sole discretion, (i) to terminate the Offer and not accept for payment any
Shares not theretofore accepted for payment or, subject to Rule 13e-4(f)(5)
under the Exchange Act, which requires the Company either to pay the
consideration offered or to return the Shares tendered promptly after the
termination or withdrawal of the Offer, to postpone payment for Shares upon
the occurrence of any of the conditions specified in Section 6 hereof, by
giving oral or written notice of such termination to the Depositary and making
a public announcement thereof and (ii) at any time, or from time to time, to
amend the Offer in any respect. Amendments to the Offer may be effected by
public announcement. Without limiting the manner in which the Company may
choose to make public announcement of any extension, termination or amendment,
the Company shall have no obligation (except as otherwise required by
applicable law) to publish, advertise or otherwise communicate any such public
announcement, other than by making a release to the Dow Jones News Service,
except in the case of an announcement of an extension of the Offer, in which
case the Company shall have no obligation to publish, advertise or otherwise
communicate such announcement other than by issuing a notice of such extension
by press release or other public announcement, which notice shall be issued no
later than 9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date. Material changes to information
previously provided to holders of the Shares in this Offer or in documents
furnished subsequent thereto will be disseminated to holders of Shares in
compliance with Rule 13e-4(e)(2) promulgated by the Commission under the
Exchange Act.
If the Company materially changes the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of the
Offer, the Company will extend the Offer to the extent required by Rules 13e-
4(d)(2) and 13e-4(e)(2) under the Exchange Act. Those rules require that the
minimum period during which an offer must remain open following material
changes in the terms of the offer or information concerning the offer (other
than a change in price, change in dealer's soliciting fee or change in
percentage of securities sought) will depend on the facts and circumstances,
including the relative materiality of such terms or information. In a
published release, the Commission has stated that in its view, an offer should
remain open for a minimum of five business days from the date that notice of
such a material change is first published, sent or given. The Offer will
continue or be extended for at least ten business days from the time the
Company publishes, sends or gives to holders of Shares a notice that it will
(a) increase or decrease the price it will pay for Shares or the amount of the
Dealer Manager/Information Agent's soliciting fee or (b) increase (except for
an increase not exceeding 2% of the outstanding shares) or decrease the number
of Shares it seeks.
16. FEES AND EXPENSES
Keefe, Bruyette & Woods, Inc. will act as Dealer Manager/Information
Agent for the Company in connection with the Offer. The Company has agreed to
pay the Dealer Manager/Information Agent, upon acceptance for and payment of
Shares pursuant to the Offer, a total of $0.05 per Share purchased by the
Company pursuant to the Offer. The Dealer Manager/Information Agent will also
be indemnified against certain liabilities, including liabilities under the
federal securities laws, in connection with the Offer. The Dealer
Manager/Information Agent may contact shareholders by mail, telephone,
facsimile, telex, telegraph, or other electronic means and personal
interviews, and may request brokers, dealers and other nominee shareholders to
forward materials relating to the Offer to beneficial owners.
The Company has retained The Bank of New York as Depositary in
connection with the Offer. The Depositary will receive reasonable and
customary compensation for their services and will also be reimbursed for
certain out-of-pocket expenses. The Company has agreed to indemnify the
Depositary against certain
27
<PAGE>
liabilities, including certain liabilities under the federal securities laws,
in connection with the Offer. The Depositary has not been retained to make
solicitations or recommendations in connection with the Offer.
The Company will not pay any fees or commissions to any broker, dealer
or other person for soliciting tenders of Shares pursuant to the Offer (other
than the fee of the Dealer Manager/Information Agent). The Company will, upon
request, reimburse brokers, dealers, commercial banks and trust companies for
reasonable and customary handling and mailing expenses incurred by them in
forwarding materials relating to the Offer to their customers.
17. ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Exchange
Act and, in accordance therewith, files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Commission's regional offices at 7 World Trade Center,
13th Floor, Suite 1300, New York, New York 10048 and Suite 1400, Citicorp
Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material may also be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Such information may also be accessed electronically by means of the
Commission's home page on the Internet (http://www.sec.gov).
18. MISCELLANEOUS
Pursuant to Rule 13e-4 under the Exchange Act, the Company has filed
with the Commission an Issuer Tender Offer Statement on Schedule 13e-4 which
contains additional information with respect to the Offer. Such Schedule 13e-
4, including the exhibits and any amendments thereto, may be examined, and
copies may be obtained, at the same places and in the same manner as is set
forth in Section 17 with respect to information concerning the Company.
The Offer is being made to all holders of Shares. The Company is not
aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to a valid state statute. If the
Company becomes aware of any valid state statute prohibiting the making of the
Offer, the Company will make a good faith effort to comply with such statute.
If, after such good faith effort, the Company cannot comply with such statute,
the Offer will not be made to, nor will tenders be accepted from or on behalf
of, holders of Shares in such state. In those jurisdictions whose securities,
blue sky or other laws require the Offer to be made by a licensed broker or
dealer, the Offer shall be deemed to be made on behalf of the Company by the
Dealer Manager/Information Agent or one or more registered brokers or dealers
licensed under the laws of such jurisdictions.
FIRST COMMONWEALTH FINANCIAL
CORPORATION
August 31, 1999
28
<PAGE>
Schedule A
Certain Transactions Involving Shares By The Company or
Its Executive Officers or Directors
During the 40 business days prior to August 31, 1999, the only
transactions effected in the Shares by the Company, its executive officers or
directors were as follows:
<TABLE>
<CAPTION>
Number
of Shares Acquisition
Individual Acquired Price Nature of Transaction
---------- --------- ----------- ---------------------
<S> <C> <C> <C>
E.H. Brubaker........ 87 $22.70 Dividend Reinvestment Plan Purchase
363 $23.94 Deferred Compensation Plan Purchase
3 $22.94 Deferred Compensation Plan Purchase
Ray T. Charley....... 601 $22.70 Dividend Reinvestment Plan Purchase
927 $23.43 Deferred Compensation Plan Purchase
David S. Dahlmann.... 40 $22.70 Dividend Reinvestment Plan Purchase
Thomas L. Delaney.... 1 $22.70 Dividend Reinvestment Plan Purchase
A.B. Hallstrom....... 32 $22.70 Dividend Reinvestment Plan Purchase
David L. Johnson..... 169 $22.70 Dividend Reinvestment Plan Purchase
Robert F. Koslow..... 217 $22.70 Dividend Reinvestment Plan Purchase
Dale P. Latimer...... 256 $22.70 Dividend Reinvestment Plan Purchase
Joseph E. O'Dell..... 80 $22.70 Dividend Reinvestment Plan Purchase
Joseph W. Proske..... 158 $22.70 Dividend Reinvestment Plan Purchase
781 $23.94 Deferred Compensation Plan Purchase
22 $22.94 Deferred Compensation Plan Purchase
E. James Trimarchi... 15 $22.70 Dividend Reinvestment Plan Purchase
John J. Dolan........ 8 $22.70 Dividend Reinvestment Plan Purchase
William R. Jarrett... 41 $22.70 Dividend Reinvestment Plan Purchase
Rosemary Krolick..... 8 $22.70 Dividend Reinvestment Plan Purchase
R. John Previte...... 28 $22.70 Dividend Reinvestment Plan Purchase
Gerard M. Thomchick.. 74 $22.70 Dividend Reinvestment Plan Purchase
</TABLE>
All transactions effected in the Company's stock during the 40 business
days prior to August 31, 1999 were normal, recurring events within connection
with the Company's Dividend Reinvestment Plan and Deferred Compensation Plan.
29
<PAGE>
The Dealer Manager for the Offer is:
Keefe, Bruyette & Woods, Inc.
Two World Trade Center
85th Floor
New York, NY 10048
Toll free: (800) 966-1559
The Information Agent for the Offer is:
Keefe, Bruyette & Woods, Inc.
211 Bradenton Avenue
Dublin, Ohio 43017-3541
Toll free: (877) 298-6520
Any questions concerning the terms of the Offer, tender procedures or
requests for additional copies of this Offer to Purchase, the Letter of
Transmittal or other tender offer materials may be directed to the Dealer
Manager/Information Agent.
THE BANK OF NEW YORK
The Depositary Agent
By Mail: By Hand or Overnight
Tender & Exchange Department Courier:
P.O. Box 11248 Tender & Exchange Department
Church Street Station 101 Barclay Street
New York, New York 10286-1248 Receive and Deliver Window
New York, New York 10286
By Facsimile Transmission
(For Eligible Institutions Only)
(2121) 815-6213
For Information Telephone:
(800) 507-9357
August 31, 1999
<PAGE>
EX99.9(A)2
<TABLE>
<CAPTION>
<S> <C> <C>
FIRST COMMONWEALTH FINANCIAL CORPORATION
LETTER OF TRANSMITTAL
By Mail: To Accompany Shares of Common Stock of By Hand or Overnight Courier:
The Bank of New York First Commonwealth Financial Corporation The Bank of New York
Tender & Exchange Department Tendered Pursuant to the Offer to Purchase Tender & Exchange Department
P.O. Box 11248 Dated August 31, 1999 101 Barclay Street
Church Street Station Receive and Deliver Window
New York, New York 10286-1248 New York, New York 10286
Depositary for the Offer: The Bank of New York
By Facsimile Transmission (for eligible institutions only): (212) 815-6213
For Information Telephone: (800) 507-9357
</TABLE>
DESCRIPTION OF SHARES TENDERED (See Instructions 3 and 4)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name(s) and Address(es) of
Registered Holder(s)
(Please Fill in Exactly as
Name(s) Appear(s) on Share(s) Tendered
Certificate(s)) (Attach Additional List if Necessary)
- --------------------------------------------------------------------------------
Total Number of
Shares Number
Certificate Represented by of Shares
Number Certificate(s)* Tendered**
-------------------------------------------------
<S> <C> <C> <C>
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
Total Shares
- --------------------------------------------------------------------------------
</TABLE>
* Need not be completed if shareholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented
by any certificates delivered to the Depositary are being tendered. See
Instruction 4.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 29, 1999, UNLESS THE OFFER IS
EXTENDED.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN ONE
LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
Delivery of documents to First Commonwealth Financial Corporation or to the
Book-Entry Transfer Facility does not constitute a valid delivery. PLEASE DO
NOT MAIL OR DELIVER ANY SHARES TO FIRST COMMONWEALTH FINANCIAL CORPORATION.
DELIVERIES TO FIRST COMMONWEALTH FINANCIAL CORPORATION WILL NOT BE FORWARDED
TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY.
(BOX BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
TO THE DEPOSITARY'S ACCOUNT AT THE DEPOSITORY TRUST COMPANY ("DTC") AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution ____________________________________________
Account No. ______________________________________________________________
Transaction Code No. _____________________________________________________
[_]CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s): __________________________________________
Date of Execution of Notice of Guaranteed Delivery: ______________________
Name of Institution Which Guaranteed Delivery: ___________________________
Give Account Number and Transaction Code if Delivered by Book-Entry
Transfer:
DTC Account No. __________________________________________________________
DTC Transaction Code No. _________________________________________________
ODD LOTS (SEE INSTRUCTION 9)
This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person owning beneficially, as of the close of business on
August 25, 1999, and who continues to own beneficially as of the Expiration
Date, an aggregate of fewer than 100 Shares.
The undersigned either (check one box):
[_] was the beneficial owner as of the close of business on August 25, 1999,
and continues to be the beneficial owner as of the Expiration Date, of an
aggregate of fewer than 100 Shares, all of which are being tendered, or
[_] is a broker, dealer, commercial bank, trust company or other nominee that
(i) is tendering, for the beneficial owners thereof, Shares with respect to
which it is the record owner, and (ii) believes, based upon representations
made to it by each such beneficial owner, that such beneficial owner owned
beneficially as of the close of business on August 25, 1999, and continues to
own beneficially as of the Expiration Date, an aggregate of fewer than 100
Shares, and is tendering all of such Shares.
If you do not wish to specify a Purchase Price, check the following box, in
which case you will be deemed to have tendered at the Purchase Price
determined by the Company in accordance with the terms of the Offer (persons
checking this box need not indicate the price per Share in the box entitled
"Price (In Dollars) Per Share at Which Shares Are Being Tendered" in this
Letter of Transmittal). [_]
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to First Commonwealth Financial Corporation,
a Pennsylvania corporation (the "Company"), the above-described shares of its
Common Stock, par value $1.00 per share (the "Shares"), at a price per Share
hereinafter set forth, pursuant to the Company's offer to purchase up to
2,000,000 Shares, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated August 31, 1999 (the "Offer to Purchase"),
receipt of which is hereby acknowledged, and in this Letter of Transmittal
(which together constitute the "Offer").
The undersigned hereby sells, assigns and transfers to, or upon the order
of, the Company all right, title and interest in and to all the Shares that
are being tendered hereby or orders the registration of such Shares tendered
by book-entry transfer that are purchased pursuant to the Offer to or upon the
order of the Company. The undersigned further irrevocably constitutes and
appoints The Bank of New York (the "Depositary") the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares, with full
power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (a) deliver certificates for
such Shares, or transfer ownership of such Shares on the account books
maintained by The Depository Trust Company (the "Book-Entry Transfer
Facility"), together, in any such case, with all accompanying evidences of
transfer and authenticity, to or upon the order of the Company upon receipt by
the Depositary, as the undersigned's agent, of the Purchase Price (as defined
below) with respect to such Shares, (b) present certificates for such Shares
for cancellation and transfer on the books of the Company and (c) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares, all in accordance with the terms of the Offer. The above agreements
are subject to, and effective upon, acceptance for payment of and payment for
the Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment).
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby and that, when and to the extent the same are accepted for payment by
the Company, the Company will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges, encumbrances,
conditional sales agreements or other obligations relating to the sale or
transfer thereof, and the same will not be subject to any adverse claims. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Depositary or the Company to be necessary or desirable to
complete the sale, assignment and transfer of the Shares tendered hereby.
The undersigned hereby represents and warrants that the undersigned has read
and agrees to all of the terms and conditions of the Offer. All authority
herein conferred or agreed to be conferred shall not be affected by, and shall
survive the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned. Except as stated
in the Offer, this tender is irrevocable.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
(SEE INSTRUCTION 5)
CHECK ONLY ONE BOX. IF MORE THAN
ONE BOX IS CHECKED, OR IF NO BOX IS
CHECKED (EXCEPT AS PROVIDED IN THE
ODD LOTS BOX AND INSTRUCTIONS
BELOW), THERE IS NO VALID TENDER OF
SHARES.
[_] $23.00 [_] $25.00
[_] $23.50 [_] $25.50
[_] $24.00 [_] $26.00
[_] $24.50
If you do not wish to specify a
Purchase Price, check the following
box, in which case you will be
deemed to have tendered at the
Purchase Price determined by the
Company in accordance with the
terms of the Offer (persons
checking this box need not indicate
the price per Share above). [_]
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 2 or 3 of the Offer to Purchase and in the
Instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer, including the undersigned's representation and
warranty that (i) the undersigned has a net long position in the Shares being
tendered within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (ii) the tender of such Shares complies
with Rule 14e-4. The Company's acceptance for payment of Shares tendered
pursuant to the Offer will constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of
the Offer. The undersigned understands that the Company will determine a
single per Share price (not less than $23.00 nor in excess of $26.00 per
Share) net to the seller in cash, without interest thereon, (the "Purchase
Price") that it will pay for Shares validly tendered and not withdrawn
pursuant to the Offer taking into account the number of Shares so tendered and
the prices specified by tendering shareholders. The undersigned understands
that the Company will select the Purchase Price that will allow it to purchase
2,000,000 Shares (or such lesser number of Shares as are validly tendered and
not withdrawn at prices of not less than $23.00 nor in excess of $26.00 per
Share) pursuant to the Offer. The undersigned understands that all Shares
properly tendered and not withdrawn at prices at or below the Purchase Price
will be purchased at the Purchase Price, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions of the Offer,
including its proration provisions, and that the Company will return all other
Shares, including Shares tendered and not withdrawn at prices greater than the
Purchase Price and Shares not purchased because of proration. The undersigned
understands that tenders of Shares pursuant to any one of the procedures
described in Section 2 or 3 of the Offer to Purchase and in the instructions
hereto will constitute an agreement between the undersigned and the Company
upon the terms and subject to the conditions of the Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, the Company may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may not be required to purchase any of the Shares tendered hereby or may
accept for payment fewer than all of the Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the Purchase Price of any Shares purchased, and/or return
any Shares not tendered or not purchased, in the name(s) of the undersigned
(and, in the case of Shares tendered by book-entry transfer, by credit to the
account at the Book-Entry Transfer Facility). Similarly, unless otherwise
indicated under "Special Delivery Instructions," please mail the check for the
purchase price of any Shares purchased and/or any certificates for Shares not
tendered or not purchased (and accompanying documents, as appropriate) to the
undersigned at the address shown below the undersigned's signature(s). In the
event that both "Special Payment Instructions" and "Special Delivery
Instructions" are completed, please issue the check for the purchase price of
any Shares purchased and/or return any Shares not tendered or not purchased in
the name(s) of, and mail said check and/or any certificates to, the person(s)
so indicated. The undersigned recognizes that the Company has no obligation,
pursuant to the "Special Payment Instructions," to transfer any Shares from
the name of the registered holder(s) thereof if the Company does not accept
for payment any of the Shares so tendered.
FIRST COMMONWEALTH FINANCIAL CORPORATION DIVIDEND REINVESTMENT PLAN
(SEE INSTRUCTION 13)
This section is to be completed
ONLY if Shares held in the
Company's Dividend Reinvestment
Plan are to be tendered.
[_]By checking this box, the
undersigned represents that the
undersigned is a participant in
the First Commonwealth Financial
Corporation Dividend Reinvestment
Plan and hereby tenders the
following number of Shares held
in the Dividend Reinvestment Plan
account of the undersigned at The
Bank of New York: Shares*
* The undersigned understands and
agrees that all Shares held in
the Dividend Reinvestment Plan
account of the undersigned at The
Bank of New York will be tendered
if the above box is checked and
the space above is left blank.
<PAGE>
IMPORTANT
(Please Complete Substitute Form W-9 Included in this Letter of Transmittal)
______________________________________________________________________________
(Signature(s) of Owner(s))
______________________________________________________________________________
______________________________________________________________________________
(Please Print Name(s))
Dated ______, 1999 Capacity (full title) _____________________________________
Address ______________________________________________________________________
(Include Zip Code)
Area Code and Telephone No. __________________________________________________
Tax Identification or Social Security No. ____________________________________
(see Substitute Form W-9)
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) or on a security position listing or by person(s) authorized
to become registered holder(s) by certificates and documents transmitted
herewith.
If signature is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other person acting in a fiduciary or
representative capacity, please set forth full title and see Instruction 6.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 6)
Authorized Signature(s) ______________________________________________________
Name of Firm _________________________________________________________________
(Please Print)
Name and Title _______________________________________________________________
(Please Print)
Address ______________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number _______________________________________________
Dated _______________, 1999
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 6, 7 and 8) (See Instructions 6, 7 and 8)
To be completed ONLY if the check To be completed ONLY if the check
for the purchase price of Shares for the purchase price of Shares
purchased and/or certificates for purchased and/or certificates for
Shares not tendered or not Shares not tendered or not
purchased are to be issued in the purchased are to be mailed to
name of someone other than the someone other than the undersigned
undersigned. or to the undersigned at an
address other than that shown
below the undersigned's
signature(s).
Issue [_] check and/or Mail [_] check
[_] certificate(s) to: and/or [_] certificate(s) to:
Name ______________________________ Name_____________________________
(Please Print) (Please Print)
Address ___________________________ Address _________________________
___________________________________ _________________________________
(Include Zip Code) (Include Zip Code)
___________________________________
(Taxpayer Identification or Social
Security No.)
IF SPECIAL PAYMENT INSTRUCTIONS IF SPECIAL DELIVERY INSTRUCTIONS
ARE BEING GIVEN, PLEASE REMEMBER ARE BEING GIVEN, PLEASE REMEMBER
TO HAVE YOUR SIGNATURE GUARANTEED. TO HAVE YOUR SIGNATURE GUARANTEED.
<PAGE>
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm that is
a member of a registered national securities exchange or the National
Association of Securities Dealers, Inc., or by a commercial bank, a trust
company, a savings bank, a savings and loan association or a credit union
which has membership in an approved Signature Guarantee Medallion Program (an
"Eligible Institution"). SIGNATURES ON THIS LETTER OF TRANSMITTAL NEED NOT BE
GUARANTEED (A) IF THIS LETTER OF TRANSMITTAL IS SIGNED BY THE REGISTERED
HOLDER(S) OF THE SHARES (which term, for purposes of this document, shall
include any participant in the Book-Entry Transfer Facility whose name appears
on a security position listing as the owner of Shares) tendered herewith AND
SUCH HOLDER(S) HAVE NOT COMPLETED THE BOX ENTITLED "SPECIAL PAYMENT
INSTRUCTIONS" OR THE BOX ENTITLED "SPECIAL DELIVERY INSTRUCTIONS" ON THIS
LETTER OF TRANSMITTAL or (B) if such Shares are tendered for the account of an
Eligible Institution. See Instruction 6.
2. Delivery of Letter of Transmittal and Shares. This Letter of Transmittal
or, in the case of a book-entry transfer, an Agent's Message (as defined
below), is to be used either if certificates are to be forwarded herewith or
if delivery of Shares is to be made by book-entry transfer pursuant to the
procedures set forth in Section 3 of the Offer to Purchase. CERTIFICATES FOR
ALL PHYSICALLY DELIVERED SHARES, OR A CONFIRMATION OF A BOOK-ENTRY TRANSFER
INTO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY OF ALL
SHARES DELIVERED ELECTRONICALLY, AS WELL AS A PROPERLY COMPLETED AND DULY
EXECUTED LETTER OF TRANSMITTAL (OR MANUALLY SIGNED COPY THEREOF) AND ANY OTHER
DOCUMENTS REQUIRED BY THIS LETTER OF TRANSMITTAL, MUST BE RECEIVED BY THE
DEPOSITARY AT ITS ADDRESS AS SET FORTH ON THE FRONT PAGE OF THIS LETTER OF
TRANSMITTAL ON OR PRIOR TO THE EXPIRATION DATE (as defined in the Offer to
Purchase). The term "Agent's Message" means a message transmitted by a Book-
Entry Transfer Facility to, and received by, the Depositary and forming a part
of a Book-Entry confirmation, which states that the Book-Entry Transfer
Facility has received an express acknowledgement from the participant in the
Book-Entry Transfer Facility tendering the Shares, that such participant has
received and agrees to be bound by the terms of the Offer to Purchase and the
Letter of Transmittal and that the Company may enforce such agreement against
the participant.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING
SHAREHOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY
THE DEPOSITARY. IF CERTIFICATES FOR SHARES ARE SENT BY MAIL, REGISTERED MAIL
WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. DO NOT MAIL
OR DELIVER TO FIRST COMMONWEALTH FINANCIAL CORPORATION.
No alternative or contingent tenders will be accepted. See Section 1 of the
Offer to Purchase. By executing this Letter of Transmittal (or facsimile
thereof), the tendering shareholder waives any right to receive any notice of
the acceptance for payment of the Shares.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
signed schedule attached hereto.
4. Partial Tenders (Not Applicable to Shareholders Who Tender By Book-Entry
Transfer). If fewer than all the Shares represented by any certificate
delivered to the Depositary are to be tendered, fill in the number of Shares
that are to be tendered in the box entitled "Number of Shares Tendered." In
such case, a new certificate for the remainder of the Shares represented by
the old certificate will be sent to the person(s) signing this Letter of
Transmittal, unless otherwise provided in the "Special Payment Instructions"
or "Special Delivery Instructions" boxes on this Letter of Transmittal, as
promptly as practicable following the expiration or termination of the Offer.
All Shares represented by certificates delivered to the Depositary will be
deemed to have been tendered unless otherwise indicated.
5. Indication of Price at Which Shares Are Being Tendered. FOR SHARES TO BE
VALIDLY TENDERED, THE SHAREHOLDER MUST COMPLETE THE SECTION OF THE LETTER OF
TRANSMITTAL "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED"
RELATING TO THE PRICE AT WHICH THEY ARE TENDERING SHARES, except that any
shareholder who owned beneficially as of the close of business on August 25,
1999, and continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares, may check the appropriate box in the
section entitled "Odd Lots" indicating that such shareholder is tendering all
Shares at the Purchase Price determined by the Company. Only one box may be
checked. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO
VALID TENDER OF SHARES. A shareholder wishing to tender portions of his or her
Share holdings at different prices must complete a separate Letter of
Transmittal for each price at which he or she wishes to tender each such
portion of his or her Shares. The same Shares cannot be tendered (unless
previously validly withdrawn as provided in Section 4 of the Offer to
Purchase) at more than one price.
6. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
hereby, the signature(s) must correspond with the name(s) as written on the
face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
IF THIS LETTER OF TRANSMITTAL IS SIGNED BY THE REGISTERED HOLDER(S) OF THE
SHARES TENDERED HEREBY, NO ENDORSEMENTS OF CERTIFICATES OR SEPARATE STOCK
POWERS ARE REQUIRED UNLESS PAYMENT OF THE PURCHASE PRICE IS TO BE MADE TO, OR
SHARES NOT TENDERED OR NOT PURCHASED ARE TO BE REGISTERED IN THE NAME OF, ANY
PERSON OTHER THAN THE REGISTERED HOLDER(S). SEE INSTRUCTION 1.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates evidencing
the Shares tendered hereby must be endorsed or accompanied by appropriate
stock powers, in either case, signed exactly as the name(s) of the registered
holder(s) appear(s) on the certificates for such Shares. Signature(s) on any
such certificates or stock powers must be guaranteed by an Eligible
Institution. See Instruction 1.
If this Letter of Transmittal or any certificate or stock power is signed by
a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory
to the Company of the authority of such person so to act must be submitted.
7. Stock Transfer Taxes. The Company will pay or cause to be paid any stock
transfer taxes with respect to the sale and transfer of any Shares to it or
its order pursuant to the Offer. If, however, payment of the purchase price is
to be made to, or Shares not tendered or not purchased are to be registered in
the name of, any person other than the registered holder(s), or if tendered
Shares are registered in the name of any person other than the person(s)
signing this Letter of Transmittal, the amount of any stock transfer taxes
(whether imposed on the registered holder(s), such other person or otherwise)
payable on account of the transfer to such person will be deducted from the
purchase price unless satisfactory evidence of the payment of such taxes, or
exemption therefrom, is submitted. See Section 5 of the Offer to Purchase.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 7, IT WILL NOT BE NECESSARY TO AFFIX
TRANSFER TAX STAMPS TO THE CERTIFICATES REPRESENTING SHARES TENDERED HEREBY.
8. Special Payment and Delivery Instructions. If the check for the Purchase
Price of any Shares purchased is to be issued in the name of, and/or any
Shares not tendered or not purchased are to be returned to, a person other
than the person(s) signing this Letter of Transmittal or Reinvestment Plan at
The Bank of New York will be tendered pursuant to the same price listed under
"PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED."
<PAGE>
if the check and/or any certificates for Shares not tendered or not purchased
are to be mailed to someone other than the person(s) signing this Letter of
Transmittal or to an address other than that shown above in the box captioned
"Description of Shares Tendered," then the boxes captioned "Special Payment
Instructions" and/or "Special Delivery Instructions" on this Letter of
Transmittal should be completed. Shareholders tendering Shares by book-entry
transfer will have any Shares not accepted for payment returned by crediting
the account maintained by such shareholder at the Book-Entry Transfer Facility
from which such transfer was made.
9. Odd Lots. As described in the Offer to Purchase, if fewer than all Shares
validly tendered at or below the Purchase Price and not withdrawn on or prior
to the Expiration Date are to be purchased, the Shares purchased first will
consist of all Shares tendered by any shareholder who owned beneficially as of
the close of business on August 25, 1999, and continues to own beneficially as
of the Expiration Date, an aggregate of fewer than 100 Shares and who validly
tendered all such Shares at or below the Purchase Price. Partial tenders of
Shares will not qualify for this preference. This preference will not be
available unless the box captioned "Odd Lots" in this Letter of Transmittal is
completed.
10. Substitute Form W-9 and Form W-8. THE TENDERING SHAREHOLDER IS REQUIRED
TO PROVIDE THE DEPOSITARY WITH EITHER A CORRECT TAXPAYER IDENTIFICATION NUMBER
("TIN") ON SUBSTITUTE FORM W-9, WHICH IS PROVIDED UNDER "IMPORTANT TAX
INFORMATION" BELOW, OR A PROPERLY COMPLETED FORM W-8. FAILURE TO PROVIDE THE
INFORMATION ON EITHER SUBSTITUTE FORM W-9 OR FORM W-8 MAY SUBJECT THE
TENDERING SHAREHOLDER TO 31% FEDERAL INCOME TAX BACKUP WITHHOLDING ON THE
PAYMENT OF THE PURCHASE PRICE. The box in Part 3 of Substitute Form W-9 may be
checked if the tendering shareholder has not been issued a TIN and has applied
for a number or intends to apply for a number in the near future. If the box
in Part 3 is checked and the Depositary is not provided with a TIN by the time
of payment, the Depositary will withhold 31% on all payments of the purchase
price thereafter until a TIN is provided to the Depositary.
11. Requests for Assistance or Additional Copies. Any questions or requests
for assistance may be directed to the Dealer Manager/Information Agent at its
telephone number and address listed below. Requests for additional copies of
the Offer to Purchase, this Letter of Transmittal or other tender offer
materials may be directed to the Dealer Manager/Information Agent and such
copies will be furnished promptly at the Company's expense. Shareholders may
also contact their local broker, dealer, commercial bank or trust company for
assistance concerning the Offer.
12. Irregularities. All questions as to the Purchase Price, the form of
documents, and the validity, eligibility (including time of receipt) and
acceptance of any tender of Shares will be determined by the Company, in its
sole discretion, and its determination shall be final and binding. The Company
reserves the absolute right to reject any or all tenders of Shares that it
determines are not in proper form or the acceptance for payment of or payment
for Shares that may, in the opinion of the Company's counsel, be unlawful.
Except as otherwise provided in the Offer to Purchase, the Company also
reserves the absolute right to waive any of the conditions to the Offer or any
defect or irregularity in any tender of Shares and the Company's
interpretation of the terms and conditions of the Offer (including these
instructions) shall be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as
the Company shall determine. None of the Company, the Dealer
Manager/Information Agent, the Depositary, or any other person shall be under
any duty to give notice of any defect or irregularity in tenders, nor shall
any of them incur any liability for failure to give any such notice. Tenders
will not be deemed to have been made until all defects and irregularities have
been cured or waived.
13. Dividend Reinvestment Plan. Shareholders who participate in the
Company's Dividend Reinvestment Plan who want to tender Shares held under that
plan pursuant to the Offer should mark the box under "FIRST COMMONWEALTH
FINANCIAL CORPORATION DIVIDEND REINVESTMENT PLAN" and indicate the number of
Shares that are to be tendered. If such box is marked but the number of Shares
to be tendered is not indicated, all Shares held for the shareholder's account
in the Company will be tendered. All Shares held for the shareholders' account
in the Company's Dividend
14. Employee Stock Ownership Plan and 401(k) Plan. Shareholders who
participate in the Company's Employee Stock Ownership Plan ("ESOP") and 401(k)
Plan and want to tender Shares under either of these Plans should read the
separate instructions included herewith. Tenders of such Shares will be made
by each of the Trustees of those Plans pursuant to directions received from
the beneficiaries of the Plans. Direction forms are included herewith.
DELIVERY OF A LETTER OF TRANSMITTAL BY A STOCKHOLDER OF SHARES HELD IN THE
ESOP OR 401(k) PLAN DOES NOT CONSTITUTE PROPER TENDER OF SUCH SHARES. PROPER
TENDER OF SUCH SHARES CAN ONLY BE MADE BY THE APPLICABLE TRUSTEE WHO IS THE
RECORD OWNER OF SUCH SHARES.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
THEREOF) TOGETHER WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER
(AND ALL OTHER REQUIRED DOCUMENTS) OR THE NOTICE OF GUARANTEED DELIVERY MUST
BE RECEIVED BY THE DEPOSITARY, ON OR PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under federal income tax law, a shareholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with
such shareholder's correct TIN on Substitute Form W-9 below. If such
shareholder is an individual, the TIN is his or her social security number.
For businesses and other entities, the number is the employer identification
number. If the Depositary is not provided with the correct TIN or properly
completed Form W-8, the shareholder may be subject to a $50 penalty imposed by
the Internal Revenue Service. In addition, payments that are made to such
shareholder with respect to Shares purchased pursuant to the Offer may be
subject to backup withholding.
Certain shareholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to these backup withholding
and reporting requirements. In order for a noncorporate foreign shareholder to
qualify as an exempt recipient, that shareholder must complete and sign a Form
W-8, Certificate of Foreign Status, attesting to that shareholder's exempt
status. The Form W-8 can be obtained from the Depositary. Exempt shareholders,
other than noncorporate foreign shareholders, should furnish their TIN in
Part 1 and check the box in Part 4 of the Substitute Form W-9 below and sign,
date and return the Substitute Form W-9 to the Depositary. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions.
If federal income tax backup withholding applies, the Depositary is required
to withhold 31% of any payments made to the shareholder. Backup withholding is
not an additional tax. Rather, the federal income tax liability of persons
subject to backup withholding will be reduced by the amount of the tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained.
Purpose of Substitute Form W-9 and Form W-8
To avoid backup withholding on payments that are made to a shareholder with
respect to Shares purchased pursuant to the Offer, the shareholder is required
to notify the Depositary of his or her correct TIN by completing the
Substitute Form W-9 included in this Letter of Transmittal certifying that the
TIN provided on Substitute Form W-9 is correct and that (1) the shareholder
has not been notified by the Internal Revenue Service that he or she is
subject to federal income tax backup withholding as a result of failure to
report all interest or dividends or (2) the Internal Revenue Service has
notified the shareholder that he or she is no longer subject to federal income
tax backup withholding. Foreign shareholders must submit a properly completed
Form W-8 in order to avoid the applicable backup withholding; provided,
however, that backup withholding will not apply to foreign shareholders
subject to 30% (or lower treaty rate) withholding on gross payments received
pursuant to the Offer.
What Number to Give the Depositary
The shareholder is required to give the Depositary the social security
number or employer identification number of the registered owner of the
Shares. If the Shares are in more than one name or are not in the name of the
actual owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance on which
number to report. (See Instruction 10).
<PAGE>
Please fill in your name and address below.
-----------------------------------------------------------------------------
Name
-----------------------------------------------------------------------------
Address (number and street)
-----------------------------------------------------------------------------
City, State and Zip Code
PAYER'S NAME: The Bank of New York
Part I--PLEASE PROVIDE YOUR
SUBSTITUTE TIN IN THE BOX AT RIGHT AND ---------------------
Form W-9 CERTIFY BY SIGNING AND Social Security
DATING BELOW Number
Department of
the Treasury
Internal OR
Revenue
Service ---------------------
Employer
Identification
Number
Payer's Request ---------------------------------------------------------
for Taxpayer
Identification
Number (TIN) Part II--Certification--Under Penalties of
Perjury, I certify that:
(1) The number shown on this form is my correct
Taxpayer Identification Number (or I am waiting
for a number to be issued to me), (2) I am not
subject to backup withholding because (a) I am
exempt from backup withholding, or (b) I have not
been notified by the Internal Revenue Service
("IRS") that I am subject to the backup
withholding as a result of failure to report all
interest or dividends or (c) the IRS has notified
me that I am no longer subject to backup
withholding, and (3) all other information
provided on this form is true, correct and
complete.
----------------------------------------------------------
Part III--
Awaiting TIN [_]
----------------------------------------------------------
For Payee Exempt Part IV--
from Backup
Withholding Exempt [_]
Certificate Instructions--You must cross out Item (2)
in Part II above if you have been notified by the IRS
that you are currently subject to backup withholding
because of under-reporting interest or dividends on
your tax return. However, if after being notified by
the IRS that you were subject to backup withholding,
you received another notification from the IRS stating
that you are no longer subject to backup withholding,
do not cross out Item (2). If you are exempt from
backup withholding, check the box in Part IV above.
---------------------------------------------------------
Signature: ____________ Date: ____, 1999
Name (Please Print): ______________
---------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU
MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3
OF THE SUBSTITUTE FORM W-9
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3
OF THE SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number to you
by the time of payment, you are required to withhold 31% of all reportable
payments thereafter made to me until I provide a number.
______________________________ ________________________
Signature Date , 1999
The Dealer Manager is:
Keefe, Bruyette & Woods, Inc.
Two World Trade Center
85th Floor
New York, New York 10048
Toll Free: (800) 966-1559
The Information Agent is:
Keefe, Bruyette & Woods, Inc.
211 Bradenton Avenue
Dublin, Ohio 43017-3541
Toll free: (877) 298-6520
<PAGE>
EX99.9(A)3
Not Valid Unless by an Eligible Institution.
FIRST COMMONWEALTH FINANCIAL CORPORATION
Notice of Guaranteed Delivery
of Shares of Common Stock
Offer to Purchase for Cash up to 2,000,000 Shares
of its Common Stock
At a Purchase Price Not Less Than
$23.00 Nor in Excess of $26.00 per Share
This form or a facsimile copy of it must be used to accept the Offer (as
defined below) if:
(a) certificates for common stock, par value $1.00 per share (the
"Shares"), of First Commonwealth Financial Corporation, a Pennsylvania
corporation, are not immediately available; or
(b) the procedure for book-entry transfer cannot be completed on a timely
basis; or
(c) time will not permit the Letter of Transmittal or other required
documents to reach the Depositary before the Expiration Date (as
defined in Section 1 of the Offer to Purchase, as defined below).
This form or a facsimile of it, signed and properly completed, may be
delivered by hand, mail, telegram or facsimile transmission to the Depositary
by the Expiration Date. See "Section 3--Procedure for Tendering Shares" in the
Offer to Purchase.
DEPOSITARY:
To: The Bank of New York
By Mail: By Hand or Overnight Courier:
Tender & Exchange Department Tender & Exchange Department
P.O. Box 11248 101 Barclay Street
Church Street Station Receive and Deliver Window
New York, New York 10286-1248 New York, New York 10286
By Facsimile Transmission (for eligible institutions only):
(212) 815-6213
For Information Telephone:
(800) 507-9357
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THOSE SHOWN ABOVE OR
TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THOSE LISTED
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
1
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to First Commonwealth Financial Corporation,
at the price per Share indicated below, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
August 31, 1999 (the "Offer to Purchase"), and the related Letter of
Transmittal (which together with the Offer to Purchase constitute the
"Offer"), receipt of which is hereby acknowledged, Shares of common
stock, par value $1.00 per share (the "Shares"), pursuant to the guaranteed
delivery procedure set forth under "Section 3--Procedure for Tendering Shares"
in the Offer to Purchase.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED.
Check only one box. If more than one box is checked, or if no box is
checked, there is no valid tender of Shares.
<TABLE>
<S> <C>
[_] $23.00 [_] $25.00
[_] $23.50 [_] $25.50
[_] $24.00 [_] $26.00
[_] $24.50
</TABLE>
If you do not wish to specify a Purchase Price, check the following box, in
which case you will be deemed to have tendered at the price determined by
the Company in accordance with the terms of the Offer (persons checking this
box need not indicate the price per share above). [_]
If Shares are being tendered at more than one price, you must complete an
additional page for each separate price.
2
<PAGE>
ODD LOTS
This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person owning beneficially, as of the close of business on
August 25, 1999 and who continue to own beneficially as of the Expiration
Date, an aggregate of fewer than 100 Shares.
The undersigned either (check one):
[_]was the beneficial owner, as of the close of business on August 25,
1999, and continues to be the beneficial owner as of the Expiration
Date, of an aggregate of fewer than 100 Shares, all of which are being
tendered, or
[_]is a broker, dealer, commercial bank, trust company or other nominee
that (i) is tendering, for the beneficial owners thereof, Shares with
respect to which it is the record owner, and (ii) believes, based upon
representations made to it by such beneficial owner, that each such
beneficial owner owned, as of the close of business on August 25,
1999, and continues to be the beneficial owner as of the Expiration
Date, an aggregate of fewer than 100 Shares and is tendering all of
such Shares.
If you do not wish to specify a Purchase Price, check the following box,
in which case you will be deemed to have tendered at the Purchase Price
determined by the Company in accordance with the terms of the Offer (persons
checking this box need not indicate the price per Share in the box entitled
"Price (In Dollars) Per Share At Which Shares Are Being Tendered" in this
Notice of Guaranteed Delivery. [_]
If Shares will be tendered by book-entry transfer, give account number and
transaction code:
DTC Account Number: _______________
Name(s): ____________________________________________________________________
PLEASE TYPE OR PRINT
Address(es): ________________________________________________________________
______________________________________________________________________
Area Code and Telephone Number: _____________________________________________
Sign Here: __________________________________________________________________
Dated: ____________________, 1999
________________________________________________________________________________
Certificate Nos. (if available)
3
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc.,
or a commercial bank, trust company, savings association or credit union
having an office or correspondent in the United States (each, an "Eligible
Institution"), hereby (i) represents that the undersigned has a net long
position in Shares in or equivalent securities within the meaning of Rule
14e-4 promulgated under the Securities Exchange Act of 1934, as amended, at
least equal to the shares tendered, (ii) represents that such tender of
Shares complies with Rule 14e-4 and (iii) guarantees that either the
certificates representing the Shares tendered hereby in proper form for
transfer, or timely confirmation of the book-entry transfer of such Shares
into the Depositary's account at The Depository Trust Company (pursuant to
the procedures set forth under "Section 3--Procedure for Tendering Shares"
in the Offer to Purchase), together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) with any required
signature guarantee and any other documents required by the Letter of
Transmittal, will be received by the Depositary at one of its addresses set
forth above within three New York Stock Exchange trading days after the date
of execution hereof.
Name of Firm: ______________________
____________________________________
Authorized Signature
Address: ___________________________ Name: ______________________________
____________________________________
Title: _____________________________
Zip Code: __________________________
Area Code and Telephone Number: ____
Dated: ______________________ , 1999
DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES SHOULD
BE SENT WITH YOUR LETTER OF TRANSMITTAL.
4
<PAGE>
EX99.9(A)4
KEEFE, BRUYETTE & WOODS, INC.
TWO WORLD TRADE CENTER
85th FLOOR
NEW YORK, NY 10048
FIRST COMMONWEALTH FINANCIAL CORPORATION
OFFER TO PURCHASE FOR CASH UP TO
2,000,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT LESS THAN $23.00
NOR IN EXCESS OF $26.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 29, 1999,
UNLESS THE OFFER IS EXTENDED.
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
First Commonwealth Financial Corporation, a Pennsylvania corporation
("Company"), has appointed us to act as Dealer Manager in connection with its
offer to purchase for cash up to 2,000,000 shares of its Common Stock, par
value $1.00 per share ("Shares"), at prices of not less than $23.00 nor in
excess of $26.00 per Share, specified by shareholders tendering their Shares,
upon the terms and subject to the conditions set forth in the Company's Offer
to Purchase, dated August 31, 1999, and in the related Letter of Transmittal
(which together constitute the "Offer").
The Company will determine the single per Share price, not less than $23.00
nor in excess of $26.00 per Share, net to the seller in cash ("Purchase
Price"), that it will pay for Shares validly tendered pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified
by tendering shareholders. The Company will select the Purchase Price that will
allow it to buy 2,000,000 shares (or such lesser number of Shares as are
properly tendered at prices not less than $23.00 nor in excess of $26.00 per
Share). All Shares validly tendered at prices at or below the Purchase Price
and not withdrawn on or prior to the Expiration Date (as defined in Section 1
of the Offer to Purchase) will be purchased at the Purchase Price, subject to
the terms and conditions of the Offer, including the proration provisions. See
Section 1 of the Offer to Purchase.
Upon the terms and subject to the conditions of the Offer, if, at the
expiration of the Offer, more than 2,000,000 shares are validly tendered at or
below the Purchase Price and not withdrawn, the Company will buy Shares (i)
from shareholders who owned beneficially as of the close of business on August
25, 1999, and continue to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares who properly tender all their Shares at or
below the Purchase Price, and (ii) then, on a pro rata basis, from all other
shareholders who properly tender their Shares at prices at or below the
Purchase Price (and do not withdraw them prior to the expiration of the Offer).
See Sections 1 and 2 of the Offer to Purchase. All Shares not purchased
pursuant to the Offer, including Shares tendered at prices greater than the
Purchase Price and Shares not purchased because of proration will be returned
to the tendering shareholders at the Company's expense as promptly as
practicable following the Expiration Date.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED
PURSUANT TO THE OFFER. SEE SECTION 6 OF THE OFFER TO PURCHASE.
No fees or commissions will be payable to brokers, dealers or any person for
soliciting tenders of Shares pursuant to the Offer other than fees paid to the
Dealer Manager/Information Agent as described in the Offer to Purchase. The
Company will, upon request, reimburse brokers and banks for reasonable and
customary handling and mailing expenses incurred by them in forwarding
materials relating to the Offer to their customers. The Company will pay all
stock transfer taxes applicable to its purchase of Shares pursuant to the
Offer, subject to Instruction 7 of the Letter of Transmittal.
<PAGE>
No broker, dealer, bank, trust company or fiduciary shall be deemed to be an
agent of the Company, including Keefe, Bruyette & Woods, Inc. as "Dealer
Manager" and The Bank of New York as "Depositary," for purposes of the Offer.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. Offer to Purchase, dated August 31, 1999;
2. Letter to Clients which may be sent to your clients for whose accounts
you hold Shares registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer;
3. The Notice of Guaranteed Delivery to be used to accept the Offer if
shares and all other required documents cannot be delivered to the Depositary
by the Expiration Date;
4. Letter, dated August 31, 1999 from Joseph E. O'Dell, President and Chief
Executive Officer of the Company, to shareholders of the Company;
5. Letter of Transmittal for your use and for the information of your
clients (together with Substitute Form W-9); and
6. A return envelope addressed to The Bank of New York, as Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER,
PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON WEDNESDAY, SEPTEMBER 29, 1999, UNLESS THE OFFER IS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal and any other required documents should be sent
to the Depositary with either certificate(s) representing the tendered Shares
or confirmation of their book-entry transfer, all in accordance with the
instructions set forth in the Letter of Transmittal and the Offer to Purchase.
Any inquiries you may have with respect to the Offer should be addressed to
the Depositary or the Dealer Manager at their respective addresses and
telephone numbers set forth on the back cover page of the Offer to Purchase.
Additional copies of the enclosed material may be obtained from the
Information Agent by calling, toll free: (877) 298-6520.
Very truly yours,
KEEFE, BRUYETTE & WOODS, INC.
Enclosures
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR ANY OF ITS AFFILIATES, THE
DEALER MANAGER/INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM
IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE
STATEMENTS CONTAINED HEREIN.
2
<PAGE>
EX99.9(A)5
FIRST COMMONWEALTH FINANCIAL CORPORATION
OFFER TO PURCHASE FOR CASH UP TO
2,000,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT LESS THAN $23.00
NOR IN EXCESS OF $26.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 29, 1999
UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated August 31,
1999, and the related Letter of Transmittal (which together constitute the
"Offer") in connection with the Offer by First Commonwealth Financial
Corporation, a Pennsylvania corporation ("Company"), to purchase up to
2,000,000 shares of its Common Stock, $1.00 par value per share ("Shares"), at
prices not less than $23.00 nor in excess of $26.00 per Share, as specified by
tendering shareholders, upon the terms and subject to the conditions set forth
in the Offer.
The Company will determine the single per Share price, not less than $23.00
nor in excess of $26.00 per Share, net to the seller in cash ("Purchase
Price"), that it will pay for Shares validly tendered pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified
by tendering shareholders. The Company will select the Purchase Price that
will allow it to buy up to 2,000,000 Shares (or such lesser number of Shares
as are validly tendered at prices of not less than $23.00 nor in excess of
$26.00 per Share). All Shares properly tendered at prices at or below the
Purchase Price and not withdrawn on or prior to the Expiration Date (as
defined in Section 1 of the Offer to Purchase) will be purchased at the
Purchase Price, subject to the terms and conditions of the Offer, including
the proration provisions. See Section 1 of the Offer to Purchase.
Upon the terms and subject to the conditions of the Offer, if, at the
expiration of the Offer, more than 2,000,000 Shares are validly tendered at or
below the Purchase Price and not withdrawn, the Company will buy Shares (i)
from shareholders who owned beneficially as of the close of business on August
25, 1999, and continue to own beneficially as of the Expiration Date an
aggregate of fewer than 100 Shares who properly tender all their Shares at
prices at or below the Purchase Price, and (ii) then, on a pro rata basis,
from all other shareholders who properly tender at or below the Purchase Price
(and do not withdraw them prior to the expiration of the Offer). See Sections
1 and 2 of the Offer to Purchase. All Shares not purchased pursuant to the
Offer, including Shares not purchased because of proration will be returned to
the tendering shareholders at the Company's expense as promptly as practicable
following the Expiration Date.
We are the owner of record of Shares held for your account. As such, we are
the only ones who can tender your Shares, and then only pursuant to your
instructions. We are sending you the Letter of Transmittal for your
information only; you cannot use it to tender Shares we hold for your account.
Please instruct us as to whether you wish us to tender any or all of the
Shares we hold for your account on the terms and subject to the conditions of
the Offer.
We call your attention to the following:
1. You may tender all or a portion of your Shares at prices not less than
$23.00 nor in excess of $26.00 per Share as indicated in the attached
Instruction Form, net to you in cash. If you do not wish to specify a Purchase
Price you may indicate that you have tendered your Shares at the Purchase
Price (not less than $23.00 nor in excess of $26.00 per Share) as determined
by the Company in accordance with the terms of the Offer.
2. The Offer is not conditioned on any minimum number of Shares being
tendered pursuant to the Offer.
3. The Offer, proration period and withdrawal rights will expire at 5:00
p.m., New York City time, on Wednesday, September 29, 1999, unless the Company
extends the Offer.
<PAGE>
4. The Offer is for 2,000,000 shares, constituting approximately 6.5% of the
Shares outstanding as of August 18, 1999.
5. Tendering shareholders will not be obligated to pay any stock transfer
taxes on the Company's purchase of Shares pursuant to the Offer, subject to
Instruction 7 of the Letter of Transmittal.
6. If you beneficially held, as of the close of business on August 25, 1999,
an aggregate of fewer than 100 Shares and you continue to beneficially own as
of the Expiration Date an aggregate of fewer than 100 Shares, and you instruct
us to tender on your behalf all such Shares at or below the Purchase Price
before the Expiration Date (as defined in the Offer to Purchase) and complete
the box captioned "Odd Lots" in the attached Instruction Form, the Company,
upon the terms and subject to the conditions of the Offer, will accept all
such Shares for purchase before proration, if any, of the purchase of other
Shares validly tendered at or below the Purchase Price.
7. If you wish to tender portions of your Shares at different prices, you
must complete a separate Instruction Form for each price at which you wish to
tender each such portion of your Shares. We must submit separate Letters of
Transmittal on your behalf for each price you will accept.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing, detaching and returning to us the attached
Instruction Form. An envelope to return your Instruction Form to us is
enclosed. If you authorize us to tender your Shares, we will tender all such
Shares unless you specify otherwise on the attached Instruction Form.
YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION DATE OF THE
OFFER. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 29, 1999, UNLESS THE COMPANY
EXTENDS THE OFFER.
As described in Section 1 of the Offer to Purchase, if more than 2,000,000
Shares have been validly tendered at prices at or below the Purchase Price and
not withdrawn on or prior to the Expiration Date (as defined in the Offer to
Purchase), the Company will purchase properly tendered Shares on the basis set
forth below:
(a) first, all Shares validly tendered and not withdrawn on or prior to the
Expiration Date by or on behalf of any shareholder who owned
beneficially, as of the close of business on August 25, 1999 and
continues to own beneficially as of the Expiration Date, an aggregate
of fewer than 100 Shares who:
(1) validly tenders all of such Shares at a price at or below the
Purchase Price (partial tenders will not qualify for this
preference); and
(2) completes the box captioned "Odd Lots" on the Letter of
Transmittal; and
(b) second, after purchase of all of the foregoing Shares, then all other
Shares validly tendered at or below the Purchase Price and not
withdrawn on or prior to the Expiration Date on a pro rata basis (with
appropriate adjustments to avoid purchases of fractional Shares) as
described in Section 1 of the Offer to Purchase.
The Offer is being made to all holders of Shares. The Company is not aware
of any jurisdiction where the making of the Offer is not in compliance with
applicable law. If the Company becomes aware of any jurisdiction where the
making of the Offer is not in compliance with any valid applicable law, the
Company will make a good faith effort to comply with such law. If, after such
good faith effort, the Company cannot comply with such law, the Offer will not
be made to, nor will tenders be accepted from or on behalf of, holders of
Shares residing in such jurisdiction. In any jurisdiction the securities or
blue sky laws of which require the Offer to be made by a licensed broker or
dealer, the Offer is being made on the Company's behalf by the Dealer
Manager/Information Agent or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
2
<PAGE>
INSTRUCTION FORM
FOR SHARES HELD BY BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES.
INSTRUCTIONS FOR TENDER OF SHARES
OF FIRST COMMONWEALTH FINANCIAL CORPORATION
Please tender to First Commonwealth Financial Corporation ("Company"), on
(our) (my) behalf, the number of Shares indicated below, which are
beneficially owned by (us) (me) and registered in your name, upon terms and
subject to the conditions contained in the Offer to Purchase of the Company
dated August 31, 1999, and the related Letter of Transmittal, the receipt of
both of which is acknowledged.
The undersigned hereby instruct(s) you to tender to the Company the number
of Shares indicated below, at the price per Share indicated below pursuant to
the terms and subject to the conditions of the Offer.
Aggregate number of Shares to be tendered by you for us: Shares.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
(SEE INSTRUCTION 5 ON THE LETTER OF TRANSMITTAL)
By checking one of the price boxes below, the undersigned understands that
none of my Shares will be purchased if the Purchase Price is less than the
price checked. If you do not wish to specify a purchase price, check the
following box, in which case you will be deemed to have tendered at the
Purchase Price determined by the Company in accordance with the terms of the
Offer (persons checking this box need not indicate the price per Share
below). [_]
Price (in dollars) per Share at which Shares are being tendered (See
Instruction 5 on the Letter of Transmittal):
[_] $23.00 [_] $23.50 [_] $24.00 [_] $24.50
[_] $25.00 [_] $25.50 [_] $26.00
ODD LOTS
(SEE INSTRUCTION 9 ON THE LETTER OF TRANSMITTAL)
[_]Check here ONLY if I was the beneficial owner as of the close of business
on August 25, 1999, and continue to be the beneficial owner as of the
Expiration Date, of an aggregate of fewer than 100 Shares, all of which are
being tendered.
[_]The Odd Lot Shares are being tendered at the price per Share indicated
above in the box entitled "Price (In Dollars) Per Share At Which Shares Are
Being Tendered."
OR
[_]By checking this box INSTEAD OF ONE OF THE PRICE PURCHASE BOXES ABOVE, I
hereby tender Shares and I am willing to accept the Purchase Price
determined by the Company in accordance with the terms of the Offer. This
action will result in my receiving a price per Share of as low as $23.00 or
as high as $26.00.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE
TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
3
<PAGE>
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS, HOWEVER, MAKES ANY
RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES.
EACH SHAREHOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER
SHARES AND, IF SO, HOW MANY TO TENDER AND AT WHAT PRICE. EMPLOYEES, OFFICERS
AND DIRECTORS OF THE COMPANY MAY PARTICIPATE IN THE OFFER ON THE SAME BASIS AS
THE COMPANY'S OTHER SHAREHOLDERS.
Signature(s): __________________________________________________________
_______________________________________________________________
Address: (Including Zip Code)
Name(s):________________________________________________________________
(Please Print) (Please Print)
_______________________________________________________________
Area Code and Telephone Number
Date: ___________________, 1999
________________________________________________________________________
(Employer Identification or Social Security Number)
IMPORTANT: SHAREHOLDERS ARE ENCOURAGED TO RETURN A COMPLETED FORM W-9 WITH
THEIR INSTRUCTION FORM.
4
<PAGE>
EX99.9(A)6
[Commonwealth logo appears here]
August 31, 1999
Dear Shareholders:
Over time, the profitable operations of First Commonwealth Financial
Corporation (the "Company") have contributed to the growth of a capital base
that exceeds all applicable regulatory standards and the amount of capital
needed to support the Company's banking business. After evaluating a variety
of alternatives to utilize this strong capital base more effectively and to
maximize value to our shareholders, we have determined that a repurchase of
our own shares is currently the best alternative to accomplish these
objectives. The Board of Directors has approved a repurchase of 2,000,000
shares of the Company's common stock, or approximately 6.5 percent of our
30,991,646 outstanding shares. A copy of the Offer to Purchase is enclosed.
The Company is conducting the offer through a procedure referred to as a
"Modified Dutch Auction." This procedure allows you to select the price at
which you are willing to sell, or tender, all or part of your shares within a
price range of not less than $23.00 per share nor in excess of $26.00 per
share. Upon expiration of the offer, we will select the purchase price from
those shares tendered that will allow us to buy 2,000,000 shares. All shares
purchased in the offer will receive the same purchase price, even those shares
that are tendered below the purchase price. In addition, if you own less than
100 shares and tender all of your shares at or below the purchase price, you
will receive priority and have all of your shares purchased even if more than
2,000,000 shares are tendered.
We encourage each shareholder to read carefully the Offer to Purchase and
related materials. Neither First Commonwealth Financial Corporation nor our
Board of Directors makes any recommendation with respect to whether you should
tender shares to the Company. You should make your decision independently
after consulting with your advisors.
To assist us with this offer, we have engaged Keefe, Bruyette & Woods, Inc.
to serve as Dealer Manager and Information Agent. Representatives from this
firm may contact you by phone to make sure you have received the Offer to
Purchase and related materials and to answer any questions you may have. If
you need information or additional forms, please call toll-free the Dealer
Manager/Information Agent at (877) 298-6520 between 9:00 a.m. and 5:00 p.m.,
New York City time.
Unless otherwise extended, the offer will expire at 5:00 p.m., New York City
time, on September 29, 1999. We again encourage you to read carefully the
enclosed material.
As always, we appreciate your interest in First Commonwealth Financial
Corporation.
Sincerely,
/s/ Joseph E. O'Dell
Joseph E. O'Dell
President and Chief Executive
Officer
<PAGE>
EX99.9(A)7
IMMEDIATE ATTENTION REQUIRED
August 31, 1999
TO: PARTICIPANTS IN THE FIRST COMMONWEALTH CORPORATION EMPLOYEE STOCK
OWNERSHIP PLAN (the "ESOP")
FROM: FIRST COMMONWEALTH TRUST COMPANY, TRUSTEE
RE: DIRECTION CONCERNING TENDER OF SHARES CREDITED TO YOUR ESOP ACCOUNT
Dear ESOP Participant:
Enclosed are materials that require your attention. First Commonwealth
Financial Corporation has announced an offer to purchase shares of its Common
Stock, par value $1.00 per share, at prices in cash which would be reinvested
into the Company's common stock, in accordance with the terms of the ESOP and
its Trust Agreement, without interest thereon, not less than $23.00 nor in
excess of $26.00 per Share specified by the tendering Shareholder.
Included with this letter is a handout that provides answers to common
questions that ESOP participants may have concerning the Tender Offer.
If you do not want to tender your shares, you do not need to complete or
return this form.
If you should have any questions concerning this matter, please call the
Information Agent or Trustee at:
Keefe, Bruyette & Woods, Inc.
211 Bradenton Avenue
Dublin, OH 43017-3541
Toll Free: (877) 298-6520
First Commonwealth Trust Company
614 Philadelphia Street
Indiana, PA 15701
(800) 459-3282
1
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
DIRECTION FORM
BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY
THE ACCOMPANYING OFFER TO PURCHASE
AND THE RELATED LETTER OF TRANSMITTAL
AND ALL OTHER ENCLOSED MATERIALS
I hereby direct First Commonwealth Trust Company, as Trustee of the First
Commonwealth Financial Corporation Employee Stock Ownership Plan (the "ESOP"),
to tender to First Commonwealth Financial Corporation (the "Company"), in
accordance with the terms and subject to the conditions set forth in the Offer
to Purchase and the related Letter of Transmittal, dated August 31, 1999, a
copy of which I have received and read, the indicated number of shares of the
Company's Common Stock, par value $1.00 per share (the "Shares" or the "Common
Stock"), credited to my ESOP account, as provided below. (CHECK ONLY ONE BOX):
[_] 1. By checking this one box INSTEAD OF ONE OF THE PRICE BOXES BELOW, I
direct you to tender all Shares credited to my ESOP account, and I will
accept the Purchase Price resulting from the Dutch auction tender process
provided such Purchase Price is not less than the price of the Common
Stock prevailing on the New York Stock Exchange (i.e., the mean between
the highest and lowest quoted selling prices of the Shares) on the
expiration date of the tender offer. This action could result in
receiving a price per Share as low as $23.00 or as high as $26.00.
OR
[_] 2. Please TENDER Shares credited to my ESOP account as indicated below for
each of the prices provided. If any price set forth below is less than
the prevailing price of the New York Stock Exchange (as described in 1
above), the number of Shares indicated will not be tendered. (The total
of the Shares may NOT exceed the number of Shares credited to your
account). A blank space before a given price will be taken to mean that
no Shares are to be tendered at that price. FILL IN THE TABLE BELOW ONLY
IF YOU HAVE CHECKED BOX NUMBER 2.
---------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE
---------------------------------------------------------------
<S> <C> <C>
Number of Shares to be [_] $23.00
Tendered (The total of all [_] $23.50
Shares must be less than or [_] $24.00
equal to the number of Shares [_] $24.50
credited to your account) [_] $25.00
[_] $25.50
[_] $26.00
___ Total shares tendered
---------------------------------------------------------------
</TABLE>
2
<PAGE>
INSTRUCTIONS
Carefully complete Page 2 of this Direction Form if you want to tender
Shares. Then insert today's date and sign and print your name in the spaces
provided immediately below. Enclose the Direction Form in the included postage
prepaid envelope and mail it promptly. YOUR DIRECTION FORM MUST BE RECEIVED BY
FIRST COMMONWEALTH TRUST COMPANY NOT LATER THAN 5:00 P.M., NEW YORK CITY TIME,
ON WEDNESDAY, SEPTEMBER 29, 1999, UNLESS EXTENDED.
Direction Forms that are not fully and properly completed, dated, and
signed, or that are received after the deadline, will be ignored, and the
Shares credited to your account will not be tendered unless otherwise required
by law. Note that the Trustee must also ignore any direction that it
determines cannot be implemented without violation of the law.
Date: _______________, 1999____________________________________________________
Your Signature (Please sign your name as it
appears below)
____________________________________________________
(Please print your name)
3
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN (the "ESOP")
1. What happens to my account in the ESOP if I do not tender my shares?
If you do not want to tender your shares, you do not need to return this
form.
If your shares are not tendered, they will remain in your ESOP account.
You will continue to receive a benefit statement that will give you
information on how many shares have been allocated to your account and the
value of your account.
2. What happens to my account if I do tender my shares?
If you elect to tender your shares, First Commonwealth Trust Company (the
"Trustee") will invest that amount back into the Company's common stock in
accordance with the terms of the Trust Agreement under the ESOP on or
before December 31, 1999. It is quite possible that the number of the
Company's shares in your account will increase or decrease as a result of
these transactions, depending on the price of the Company's shares when
the Trustee repurchases them.
3. Will there be a tax consequence to me if I tender my shares?
YOU SHOULD BE AWARE THAT IF YOU DECIDE TO TENDER SHARES HELD IN YOUR ESOP
ACCOUNT, YOU MAY SUFFER ADVERSE TAX CONSEQUENCES.
The tender, sale, and repurchase of the Company's stock will all occur
inside the ESOP so that there will be no amount includable in your gross
income for federal income tax purposes this year as a result of these
transactions. However, if the ESOP's basis in the shares in your account
increases as a result of the transactions (i.e., if the price the Trustee
pays for the shares when they are repurchased is greater than the price
the Trustee paid for the shares when they were first bought by the ESOP),
your net unrealized appreciation in the shares (i.e., the excess of the
value of the shares upon their distribution to you over the ESOP's basis
in the shares) will be less than it would have been if you had not
tendered your shares.
The tax results of this are shown in the following example: Suppose your
shares currently have a basis of $20 per share, the trustee is paid $50
per share when you tender them, and the Trustee repurchases them for $45
per share later this year. Then the ESOP's basis in the shares will have
increased from $20 to $45. Suppose the shares have a value of $60 per
share when they are distributed to you (after your separation from service
or some other event entitling you to the distribution of the shares), and
you do not roll them over to an individual retirement account or another
tax-favored retirement vehicle. Then you will have to include $45 per
share in your gross income and pay tax on that amount at ordinary income
rates. If you had not tendered your shares, you would have included only
$20 per share in your income. The remainder of the value of the shares is
net unrealized appreciation, not taxable until you dispose of the shares.
You will also have decreased the portion of the value of the shares
subject to capital gain rates. Suppose in the same example you then sell
the shares for $60 per share. Of the total $60 on which tax must be paid,
you have already paid tax on $45 at ordinary income rates, leaving only
$15 to be taxed at capital gain rates. If you had not tendered your
shares, you would have paid tax at ordinary income rates on only $20 and
paid tax at capital gain rates on $40.
4. When can I receive my ESOP account balance?
You will not directly receive any portion of the tender proceeds. As
stated in Question 2 above, any such proceeds will be invested by the
Trustee back into the Company's common stock in accordance with the terms
of the ESOP. Upon your termination of service, retirement, or death, your
account balance will be
4
<PAGE>
payable to you or your beneficiaries under the terms of the ESOP. The
amount you receive will be based on the value of your account, which may
consist of the Company's stock and/or invested tender proceeds.
You will not owe any taxes on your ESOP account until your account is paid
to you. When you receive a payout from the ESOP, you also will receive a
statement to be used for tax purposes and an explanation of the taxation
rules on your payout.
5. What is the value of the shares held in my ESOP account?
Under the ESOP, the value of the Company's common stock is determined by
the Trustee. The stock is traded on the New York Stock Exchange and,
absent unusual circumstances, the Trustee will look to the market for this
valuation. The stock value can go up or down. As stated in Question 2
above, should you tender your shares, the cash proceeds will be invested
in your account in accordance with the terms of the ESOP.
6. If I have any further questions about the ESOP, whom should I call?
You should contact your local human resources representative with
questions regarding the ESOP.
5
<PAGE>
EX 99.9(A)8
IMMEDIATE ATTENTION REQUIRED
August 31, 1999
TO: PARTICIPANTS IN THE FIRST COMMONWEALTH FINANCIAL CORPORATION 401(k)
RETIREMENT SAVINGS AND INVESTMENT PLAN (the "401(k) Plan")
FROM: FIRST COMMONWEALTH TRUST COMPANY, TRUSTEE
RE: DIRECTION CONCERNING TENDER OF SHARES CREDITED TO YOUR 401(k) PLAN
ACCOUNT
Dear 401(k) Plan Participant:
Enclosed are materials that require your attention. First Commonwealth
Financial Corporation has announced an offer to purchase shares of its Common
Stock, par value $1.00 per share, at prices of not less than $23.00 nor in
excess of $26.00 per Share specified by the tendering Shareholder.
Included with this letter is a handout that provides answers to common
questions that 401(k) Plan participants may have concerning the Tender Offer.
If you do not want to tender shares, you do not need to complete or return
this form.
If you should have any questions concerning this matter, please call the
Information Agent or the Trustee at:
Keefe, Bruyette & Woods, Inc.
211 Bradenton Avenue
Dublin, OH 43017-3541
Toll Free: (877) 298-6520
First Commonwealth Trust Company
614 Philadelphia Street
Indiana, PA 15701
(800) 459-3282
1
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION
401(k) RETIREMENT SAVINGS & INVESTMENT PLAN
DIRECTION FORM
BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY
THE ACCOMPANYING OFFER TO PURCHASE
AND THE RELATED LETTER OF TRANSMITTAL
AND ALL OTHER ENCLOSED MATERIALS
I hereby direct First Commonwealth Trust Company, as Trustee of the
First Commonwealth Financial Corporation 401(k) Retirement Savings & Investment
Plan (the "401(k) Plan"), to tender to First Commonwealth Financial Corporation
(the "Company"), in accordance with the terms and subject to the conditions set
forth in the Offer to Purchase and the related Letter of Transmittal, dated
August 31, 1999, a copy of which I have received and read, the indicated number
of shares of the Company's Common Stock, par value $1.00 per share (the
"Shares" or the "Common Stock"), credited to my 401(k) Plan account, or to hold
such Shares for my account, in either case as provided below. (CHECK ONLY ONE
BOX):
[_] 1By.checking this one box INSTEAD OF ONE OF THE PRICE BOXES BELOW, I direct
you to tender all Shares credited to my 401(k) Plan account, and I will
accept the Purchase Price resulting from the Dutch auction tender process
provided such Purchase Price is not less than the price of the Common
Stock prevailing on the New York Stock Exchange (i.e., the mean between
the highest and lowest quoted selling prices of the Shares) on the
expiration date of the tender offer. This action could result in receiving
a price per Share as low as $23.00 or as high as $26.00.
OR
[_] 2Please.TENDER Shares credited to my 401(k) Plan account as indicated below
for each of the prices provided. If any price set forth below is less than
the prevailing price on the New York Stock Exchange (as described in 1
above), the number of Shares indicated will not be tendered. (The total of
the Shares may NOT exceed the number of Shares credited to your account).
A blank space before a given price will be taken to mean that no Shares
are to be tendered at that price. FILL IN THE TABLE BELOW ONLY IF YOU HAVE
CHECKED BOX NUMBER 2.
----------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE
----------------------------------------------------------------
<S> <C> <C>
Number of Shares to be Tendered [_] $23.00
(The total of all [_] $23.50
Shares must be less than or [_] $24.00
equal to the number of Shares [_] $24.50
credited to your account) [_] $25.00
[_] $25.50
[_] $26.00
___ Total shares tendered
----------------------------------------------------------------
</TABLE>
2
<PAGE>
INSTRUCTIONS
Carefully complete Page 2 of this Direction Form if you wish to tender
Shares. Then insert today's date and sign and print your name in the spaces
provided immediately below. Enclose the Direction Form in the included postage
prepaid envelope and mail it promptly. YOUR DIRECTION FORM MUST BE RECEIVED BY
FIRST COMMONWEALTH TRUST COMPANY NOT LATER THAN 5:00 P.M., NEW YORK CITY TIME,
ON WEDNESDAY, SEPTEMBER 29, 1999, UNLESS EXTENDED.
Direction Forms that are not fully and properly completed, dated, and
signed, or that are received after the deadline, will be ignored, and the
Shares allocated to your account will not be tendered unless otherwise required
by law. Note that the Trustee must also ignore any direction that it determines
cannot be implemented without violation of the law.
Date: , 1999 _____________________________________________________
Your Signature (Please sign your name as it appears below)
_______________________________________________
(Please print your name)
3
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION
401(k) RETIREMENT SAVINGS & INVESTMENT PLAN (the "Plan")
1. What happens to my account in the Plan if I do not tender my shares?
If you do not want to tender your shares, you do not need to return this
form.
If your shares are not tendered, they will remain in your Plan account.
Each quarter you will continue to receive a benefit statement that will
give you information on how many shares have been credited to your account
and the value of your account.
2. What happens to my account if I do tender my shares?
If you elect to tender your shares, First Commonwealth Trust Company (the
"Trustee") will deposit all of the cash you receive from the tender offer
into your Plan account. That amount will initially be invested according to
your current investment elections for new contributions at the time of the
tender under the Plan. The cash will remain in those investments until you
decide to change the investment of your account as of the next change date.
3. Will there be a tax consequence to me if I tender my shares?
YOU SHOULD BE AWARE THAT IF YOU DECIDE TO TENDER SHARES HELD IN YOUR PLAN
ACCOUNT, YOU MAY SUFFER ADVERSE TAX CONSEQUENCES.
The tender and sale of the Company's stock and the reinvestment of the
tender proceeds in other investments will all occur inside the Plan so that
there will be no amount includable in your gross income for federal income
tax purposes this year as a result of these transactions. However, your net
unrealized appreciation in the shares (i.e., the excess of the value of the
shares over the Plan's basis in the shares) will be lost.
The tax results of this are shown in the following example: Suppose you
have one share in your Plan account with a current basis of $20 and the
trustee is paid $50 for the share when you tender it. The Trustee will
reinvest the proceeds in other investments. Suppose those other investments
are cashed out later at a value of $60 and distributed to you (after your
separation from service or some other event entitling you to the
distribution). You will have to include the $60 cash in your gross income
at ordinary income rates for the year you receive it (unless you roll the
cash over to an individual retirement account or another tax-favored
retirement vehicle). Now, suppose you do not tender the share, it increases
in value to $60 before it is distributed to you, it is distributed to you
in a lump sum distribution, and you do not roll it over. In that event you
will include only $20 in your income at ordinary income rates. The
remainder of the value of the share is net unrealized appreciation, not
taxable until you dispose of the share.
You will also have decreased the portion of the value of your account
subject to capital gain rates. Suppose, in the same example, you then sell
the share for $60. Of the total $60 on which tax must be paid, you would
have already paid tax at ordinary income rates on $20 so that you will be
entitled to pay tax at capital gain rates on $40.
Note that if your Plan account is not distributed in a lump sum
distribution (i.e., a distribution of the entire account within one taxable
year on account of your termination of service, death, disability or
attainment of age 59 1/2), this special tax treatment of net unrealized
appreciation also will be lost.
4. When can I receive my 401(k) Plan account balance?
You will not directly receive any portion of the tender proceeds. Any such
proceeds will be invested as stated in Question 2 above. Upon your
termination of service, retirement, or death, your account balance
4
<PAGE>
will be payable to you or your beneficiaries under the terms of the Plan.
The amount you receive will be based on the value of your account.
You will not owe any taxes on your Plan account until your account is paid
to you. When you receive a payout from the Plan, you also will receive a
statement to be used for tax purposes and an explanation of the taxation
rules on your payout.
5. What is the value of the shares held in my Plan account?
Under the Plan, the value of the Company's Common Stock is determined by
the Trustee. The stock is traded on the New York Stock Exchange and, absent
unusual circumstances, the Trustee will look to the market for this
valuation. The stock value can go up or down. Should you tender your
shares, the cash proceeds will be invested in your account as stated in
Question 2 above.
6. If I have any further questions regarding the Plan, whom should I call?
You should contact your local human resources representative with any
questions regarding the Plan.
5
<PAGE>
EX99.9(A)9
August 31, 1999
NOTICE TO FIRST COMMONWEALTH FINANCIAL
CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN (the "ESOP")
AND 401(K) RETIREMENT SAVINGS & INVESTMENT PLAN (the "401(k) Plan")
PARTICIPANTS
(each, a "Plan" and, together, the "Plans")
Enclosed you will find materials related to an offer by First Commonwealth
Financial Corporation (the "Company") to repurchase up to 2,000,000 of its
shares of Common Stock, par value $1.00 per share ("Shares"). As you are a
beneficial owner of Shares through the Plans, the Company is obligated, under
federal securities laws and stock exchange rules, to make this offer available
to you. You should be aware, however, that the ESOP provides that any cash
received as a result of Plan Shares tendered in the offer will be reinvested in
additional Shares. The Trustee of the 401(k) Plan will invest the cash received
as a result of Plan Shares tendered in the offer according to your investment
election for new contributions. Accordingly, if you decide to tender Shares,
you will not receive a cash distribution as a result of the offer. In addition,
you may not benefit from participating in the offer under the ESOP if the
Trustee of the ESOP uses the proceeds of the tender to purchase additional
Shares at prices that are higher than the purchase price determined by the
Company under the offer. MORE IMPORTANTLY, YOU MAY SUFFER ADVERSE TAX
CONSEQUENCES AS A RESULT OF PARTICIPATION IN THE OFFER UNDER THE ESOP OR 401(K)
PLAN. YOU SHOULD CONSULT WITH YOUR TAX ADVISOR BEFORE DIRECTING EITHER THE ESOP
OR 401(K) PLAN TRUSTEE TO TENDER SHARES TO THE COMPANY ON YOUR BEHALF.
We urge you to read the enclosed materials carefully and call the Trustee of
the Plans, First Commonwealth Trust Company, at the telephone number included
in these materials, if you have any questions about the offer.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH SHAREHOLDER
MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY TO TENDER AND AT WHAT PRICE.
FIRST COMMONWEALTH FINANCIAL CORPORATION
<PAGE>
EX99.9(A)10
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FIRST COMMONWEALTH FINANCIAL CORPORATION
Questions and Answers
About the Offer of
First Commonwealth Financial Corporation
to Purchase for Cash up to 2,000,000 Shares
of Common Stock at a Purchase Price of
$23.00 to $26.00 per Share
August 31, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Questions and Answers about the Offer of
FIRST COMMONWEALTH FINANCIAL CORPORATION
To Purchase Its Stock
The following information is designed to answer frequently asked questions
about the offer by First Commonwealth Financial Corporation (the "Company") to
purchase shares of its common stock (the "Shares"). Shareholders are referred
to the Offer to Purchase dated August 31, 1999 and related Letter of
Transmittal for a detailed description of the terms and conditions of the
offer.
Q. Why Is The Company Making This Offer?
A. The Company believes it has a strong and more than adequate capital base
that will allow it to continue to grow its business and using the
additional capital to buy back stock will allow it to increase shareholder
value. The repurchasing of stock is designed to increase the Company's
return on equity by reducing the amount of equity outstanding.
Q. What Is This Offer To Purchase?
A. The Company is inviting its shareholders to tender shares of its common
stock at prices not less than $23.00 nor in excess of $26.00 per Share in
cash, as specified by shareholders tendering their Shares. The Company will
determine the single per Share price, not less than $23.00 nor in excess of
$26.00 per Share, net to the seller in cash (the "Purchase Price"), that it
will pay for Shares validly tendered pursuant to the Offer, taking into
account the number of Shares so tendered and the prices specified by
tendering shareholders. The Company will select the Purchase Price that
will allow it to buy 2,000,000 Shares (or such lesser number of Shares as
are properly tendered at prices of not less than $23.00 nor in excess of
$26.00 per Share). This type of issuer tender offer is commonly referred to
as a "Modified Dutch Auction."
Q. What Is A "Modified Dutch Auction?"
A. A Modified Dutch Auction is a process whereby a company makes a direct
tender offer to its own shareholders to purchase a specified number of
shares of its stock within a specified price range per share, and pays the
highest price at which it accepts shares to all shareholders whose shares
are accepted. In this case, the Company is making a direct offer to all of
its shareholders to purchase in the aggregate 2,000,000 Shares of its
common stock at a price of not less than $23.00 nor in excess of $26.00 per
Share. This process allows each shareholder to elect whether to sell stock,
and the price the shareholder is willing to sell at within the given price
range. After receiving tenders of Shares, at the termination of the Offer,
the Company will choose the price within the specified range that will
permit it to purchase the amount of securities sought and this price will
become the Purchase Price.
Q. What Will Be The Final Purchase Price?
A. All Shares acquired in the Offer will be acquired at the Purchase Price.
The Company will select the Purchase Price that will allow it to buy up to
2,000,000 Shares. All shareholders tendering at or below the Purchase Price
will receive the same amount.
Q. What Will Happen If More Than 2,000,000 Shares Are Tendered At Or Below The
Purchase Price?
A. In the event that more than 2,000,000 Shares are tendered at or below the
Purchase Price, Shares tendered at or below the Purchase Price will be
acquired by the Company (i) first from any shareholder who owned
beneficially, as of the close of business on August 25, 1999 and continues
to own beneficially as of the termination of the Offer, an aggregate of
fewer than 100 Shares and who validly tenders all of such Shares, and (ii)
then from all other tendering shareholders subject to proration.
Q. At What Price May I Tender My Shares?
A. Shareholders may elect to tender their Shares in increments of fifty cents
($.50) starting at $23.00 per Share up to and including $26.00 per Share.
The election as to the number of Shares and the price a shareholder is
willing to tender are to be indicated on the Letter of Transmittal and
Notice of Guaranteed Delivery, if applicable.
Q. How Do I Tender My Shares?
A. If you hold your Shares in certificate form, you must return a properly
completed Letter of Transmittal (the blue form) and any other documents
required by the Letter of Transmittal,
2
<PAGE>
together with the certificates for the Shares being tendered, to the
Depositary, The Bank of New York, which must be received by them by 5:00
p.m. New York City time on September 29, 1999 (the "Expiration Date").
PLEASE DO NOT ENDORSE YOUR CERTIFICATE(S).
Q. How Do I Tender My Shares If My Shares Are Held By My Broker?
A. If your Shares are registered in street name with a broker, dealer,
commercial bank, trust company or other nominee, you will need to contact
your broker, bank or other nominee and instruct the nominee to make the
tender of your Shares for you. You cannot tender such Shares using the
Letter of Transmittal even though you may have received one for your
information.
If you are a broker and are tendering Shares in book-entry form for your
customers, you must comply with the Book-Entry Delivery procedure described
in Section 3 of the Offer to Purchase.
Q. What Do I Do If I Have Lost My Certificates, Or If They Have Been
Mutilated, Destroyed Or Stolen, But I Still Want To Tender Them?
A. Call the Depositary at (800) 507-9357 for instructions for tendering Shares
in such circumstances.
Q. I Want To Tender But I Cannot Get My Stock To The Depositary On Time. What
Can I Do?
A. If you cannot submit a valid tender by the expiration date but want to
tender, you may complete the Notice of Guaranteed Delivery which gives you
three (3) New York Stock Exchange trading days to produce the certificates.
Have an Eligible Institution (as defined in Instruction 1 of the Letter of
Transmittal) help you fill out the form as instructed in Section 3 of the
Offer to Purchase.
Q. Do I Have To Sell My Stock To The Company?
A. No. A shareholder is not required to tender any stock.
Q. What Happens If I Do Not Tender My Stock To The Company To Purchase?
A. Your Shares will remain outstanding without a change in the terms or
ownership rights. You will continue to own the same number of Shares
without any adjustment, and you will continue to receive the same dividend
and voting rights. However, since the Company will purchase up to 2,000,000
of its outstanding Shares, the percentage of the outstanding stock which
you own will increase since the number of outstanding Shares will be
reduced.
Q. If I Do Tender My Shares, When Will I Receive The Money?
A. As soon as practicable after the Expiration Date. If you are a registered
shareholder you will receive a check from the Depositary or if you hold
your stock with a bank or broker your account will be credited. The
foregoing does not apply to Shares tendered through the Company's ESOP and
401(k) Plan. See separate instructions included herewith for information
about tendering Shares under these Plans.
Q. What If The Terms Of The Offer Change?
A. In the event the Expiration Date is extended or if the terms of the Offer
are materially changed, the Company will generally give notice of the
change and, under certain circumstances, shareholders will be able to
change or withdraw their tender for at least 10 business days from such
notice.
Q. Can I Tender Part Of My Stock At Different Prices?
A. Yes, you can elect to tender part of your stock at one price and an
additional amount at a second price. For example, if you owned 1,500
Shares, you could tender 500 Shares at one price, 500 Shares at another and
keep the remaining 500 Shares. However, you cannot tender the same Shares
at different prices. In the prior example, the shareholder owning 1,500
Shares cannot tender 1,500 at one price and 1,500 at another price. If you
tender some Shares at one price and other Shares at a different price, you
must use a separate Letter of Transmittal for each price. You may make a
copy of the Letter of Transmittal if you need additional forms.
Q. Is There Any Brokerage Commission?
A. No. The Company will purchase stock directly from each shareholder at the
Purchase Price without the use of a broker.
Q. Can I Change Or Cancel My Tender?
A. You may increase or decrease the number of Shares indicated in the Letter
of Transmittal or withdraw it entirely up until 5:00 p.m. New York
3
<PAGE>
City time on September 29, 1999. Generally after September 29, 1999, you
cannot withdraw your tender. If you desire to change or withdraw your
tender, you are responsible to make certain that a valid withdrawal is
received by the deadline. Except as discussed in the Offer to Purchase,
tenders are irrevocable after the September 29, 1999 deadline.
Q. Can You Summarize The Process By Which Shares Are Validly Tendered?
A. Generally, for certificated Shares you must complete the Letter of
Transmittal (the blue form) as follows:
. List the certificates and the number of Shares that you are tendering in
the box captioned "Description of Shares Tendered."
. Check the box specifying the price at which you are tendering in the box
captioned "Price (in Dollars) Per Share at Which Shares are Being
Tendered."
. If you want to give us special payment instructions, complete the box
captioned "Special Payment Instructions."
. If you want to give us special delivery instructions, complete the box
captioned "Special Delivery Instructions."
. If you are an Odd Lot Holder (i.e., you hold fewer than 100 Shares) who is
tendering all your shares, complete the box captioned "Odd Lots."
. If your Shares are being delivered by book-entry, complete the box
captioned "Box Below for Use by Eligible Institutions Only."
. Complete the substitute Form W-9 to certify your tax identification
number.
. Sign the Letter of Transmittal in the box captioned "Important" (in
certain circumstances, signatures must be guaranteed in this Box, see
Instructions 1 and 6 in the Letter of Transmittal).
. Contact your broker if your Shares are held in street name (held by
broker) for instructions.
You must deliver your Share certificates or comply with the book-entry
delivery requirements. See Section 3 of the Offer to Purchase. These documents
must be received by the Depositary, The Bank of New York, no later than 5:00
p.m. New York City time on September 29, 1999. If you are tendering Shares
held by a broker, commercial bank, trust company or other nominee, your
instructions must be given to your nominee who will, on the basis of your
instructions, tender Shares for you. Please see Section 3 and the Letter of
Transmittal for more details about how to tender Shares.
Q. Can I Tender Shares Held In The Company's Dividend Reinvestment Plan?
A. Yes, Shares credited to your account will be tendered by the Depositary
according to instructions provided by you.
Q. Can I Tender Shares Held In The Company's Employee Stock Ownership Plan and
401(k) Plan? If So, How Do I Tender These Shares?
A. Yes, Shares credited to your account will be tendered by the Trustee of the
Plans according to instructions provided by you. However, in accordance
with the terms of the ESOP, proceeds from the tender will be required to be
reinvested in the Company's common stock. You should read carefully the
information included herewith with respect to tendering Shares held through
the Company's ESOP and 401(k) Plan, including possible adverse tax
consequences of doing so.
Q. How Can I Get More Information?
A. If you have a question, please call our Dealer Manager/Information Agent,
Keefe, Bruyette & Woods, Inc., at (877) 298-6520 from 9:00 a.m.-5:00 p.m.,
New York City time, Monday through Friday.
THIS BROCHURE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SECURITIES. THE OFFER TO PURCHASE THE STOCK OF THE COMPANY IS MADE
ONLY BY THE FIRST COMMONWEALTH FINANCIAL CORPORATION OFFER TO PURCHASE
DOCUMENT DATED AUGUST 31, 1999 AND THE ACCOMPANYING LETTER OF TRANSMITTAL.
4
<PAGE>
EX99.9(A)11
PRESS RELEASE
First Commonwealth Financial Board of Directors
Authorizes Common Stock Buyback of Two Million Shares
INDIANA, Pa., July 13. The Board of Directors of First Commonwealth Financial
Corporation (NYSE: FCF - news), today authorized the buyback of up to two
million shares of common stock. The buyback if fully completed would reduce the
number of outstanding shares approximately 6.5%.
First Commonwealth Financial Corporation is a $4.2 billion financial services
holding company headquartered in Indiana, PA. It operates through two chartered
banks, Southwest Bank in Westmoreland and Allegheny counties and First
Commonwealth Bank, in 18 counties in western and central PA with its nine
affiliate banks including: NBOC Bank, Indiana; Deposit Bank, DuBois; Cenwest
Bank, Johnstown; First Bank of Leechburg; Peoples Bank, Jennerstown; Central
Bank, Hollidaysburg; Peoples Bank of Western Pennsylvania, New Castle; Unitas
Bank, Chambersburg; and Reliable Bank, Bridgeville. Financial services and
insurance products are also provided through First Commonwealth Trust Company
and First Commonwealth Insurance Agency. Both are headquartered in Indiana. The
Corporation also owns Commonwealth Systems Corporation, a data processing
subsidiary, Indiana, and jointly owns Commonwealth Trust Credit Life Insurance
Company, a credit life reinsurance company.
Statements contained in this press release which are not historical facts are
forward-looking statements as that item is defined in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risks and uncertainties which could cause actual results to differ materially
from estimated results. Such risks and uncertainties are detailed in the
Company's filings with the Securities and Exchange Commission.
<PAGE>
EX99.9(A)12
PRESS RELEASE
FIRST COMMONWEALTH FINANCIAL CORPORATION ANNOUNCES
OFFER TO REPURCHASE UP TO 2,000,000 OF ITS COMMON STOCK
Contact: John Dolan
Chief Financial Officer
First Commonwealth Financial Corporation
(724) 349-7220
INDIANA, PENNSYLVANIA, AUGUST 31 1999. First Commonwealth Financial
Corporation (New York Stock Exchange: FCF) commenced a "Modified Dutch Auction"
self-tender offer on August 31, 1999 for up to 2,000,000 shares of its Common
Stock, or approximately 6.5 percent of its outstanding shares of Common Stock.
The tender offer will allow shareholders to specify prices at which they
are willing to tender their shares at a price not less than $23.00 and not in
excess of $26.00 per share. After receiving tenders, the Company will determine
a single per share price that will allow it to buy up to 2,000,000 shares of
Common Stock. All shares purchased will be purchased at the Company-selected
price for cash, net to the seller, without interest thereon, even if tendered at
a lower price. If more than 2,000,000 shares are tendered at or below the
Company-selected price, tendering shareholders owning fewer than 100 shares,
with certain exceptions, will have their shares purchased without proration.
Other shares will be purchased pro rata. The offer is not conditioned on a
minimum number of shares being tendered. The offer is, however, subject to other
conditions as described in the Offer to Purchase.
The tender offer and withdrawal rights will expire at 5:00 p.m., New York
City time, on Wednesday, September 29, 1999, unless extended.
Keefe, Bruyette & Woods, Inc. will act as dealer manager and information
agent for the tender offer. The Bank of New York will serve as the depositary.
Each shareholder is urged to consult his or her tax advisor as to the
particular tax consequences of the tender offer to such shareholder. The full
details of the tender offer, including complete instructions on tendering
procedures along with the transmittal forms and other data is being mailed to
shareholders commencing August 31, 1999.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF
SUCH SHAREHOLDER'S SHARES IN THE OFFER AND HAS NOT AUTHORIZED ANY PERSON TO MAKE
ANY SUCH RECOMMENDATION.
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of First Commonwealth Financial Corporation Common Stock.
The offer is made solely by the Offer to Purchase, dated August 31, 1999, and
the related Letter of Transmittal.
<PAGE>
EX99.9(A)13
- --------------------------------------------------------------------------------
-----------------------------------------------------------------------------
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares. The offer is made solely by the Offer to Purchase and the
related Letter of Transmittal which are being mailed to shareholders of First
Commonwealth Financial Corporation on or about August 31, 1999. While the Offer
is being made to all shareholders of First Commonwealth Financial Corporation,
tenders will not be accepted from or on behalf of the shareholders in any
jurisdiction in which the acceptance thereof would not be in compliance with the
laws of such jurisdiction. In those jurisdictions whose laws require the Offer
to be made by a licensed broker or dealer, the Offer shall be deemed to be made
on behalf of First Commonwealth Financial Corporation by Keefe, Bruyette &
Woods, Inc. (the "Dealer Manager"), or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
Notice of Offer to Purchase for Cash
by
First Commonwealth Financial Corporation
Up to 2,000,000 Shares of its Common Stock,
Par Value $1.00 Per Share
At a Purchase Price Not Less Than $23.00
Nor in Excess of $26.00 Per Share
First Commonwealth Financial Corporation, a Pennsylvania corporation (the
"Company"), offers to purchase from its shareholders up to 2,000,000 shares
of its Common Stock, par value $1.00 per share (the "Shares"), at a price net
to the seller in cash, without interest thereon, of not less than $23.00 nor in
excess of $26.00 per Share as specified by each tendering shareholder, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
August 31, 1999 and in the related Letter of Transmittal (which together
constitute the "Offer").
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON WEDNESDAY, SEPTEMBER 29, 1999, UNLESS THE OFFER IS EXTENDED.
The Offer is not conditioned on any minimum number of Shares being tendered.
The Offer is, however, subject to certain other conditions set forth in the
Offer of Purchase.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY
SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH SHAREHOLDER MUST
MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY
TO TENDER AND AT WHAT PRICE. EMPLOYEES, DIRECTORS AND EXECUTIVE OFFICERS MAY
PARTICIPATE IN THE OFFER ON THE SAME BASIS AS THE COMPANY'S OTHER SHAREHOLDERS.
The Company will determine a single per Share price (not less than $23.00 nor
in excess of $26.00 per Share) that it will pay for the Shares validly tendered
pursuant to the Offer and not withdrawn (the "Purchase Price"), taking into
account the number of Shares so tendered and the prices specified by tendering
shareholders. The Company will select the Purchase Price that will allow it to
purchase 2,000,000 Shares (or such lesser number of Shares as is validly
tendered and not withdrawn at prices of
<PAGE>
not less than $23.00 nor in excess of $26.00 per Share) pursuant to the Offer.
The Company will purchase all Shares validly tendered at prices at or below the
Purchase Price and not withdrawn on or prior to the Expiration Date, upon the
terms and subject to the conditions of the Offer, including the provisions
relating to proration described below. The Purchase Price will be paid in cash,
net to the seller, without interest thereon, with respect to all Shares
purchased. Shares tendered at prices in excess of the Purchase Price and Shares
not purchased because of proration will be returned. The Company reserves the
right to purchase more than 2,000,000 Shares pursuant to the Offer but does not
currently plan to do so. For purposes of the Offer, the Company shall be deemed
to have accepted for payment (and thereby purchased), subject to proration,
Shares that are validly tendered and not withdrawn as, if and when it gives oral
or written notice to The Bank of New York (the "Depositary") of the Company's
acceptance for payment of such Shares. In the event of proration, the Company
will determine the proration factor and pay for those tendered Shares accepted
for payment as soon as practicable after the Expiration Date. However, the
Company does not expect to be able to announce the final results of any such
proration until approximately seven (7) New York Stock Exchange trading days
after the Expiration Date. The Company will pay for Shares that it has purchased
pursuant to the Offer by depositing the aggregate Purchase Price therefor with
the Depositary. The Depositary will act as agent for tendering shareholders for
the purpose of receiving payment from the Company and transmitting payment to
tendering shareholders. Under no circumstances will interest be paid on amounts
to be paid to tendering shareholders, regardless of any delay in making such
payment.
The Company believes that the purchase of Shares is an attractive use of a
portion of the Company's available capital on behalf of its shareholders and is
consistent with the Company's long-term goal of increasing shareholder value.
Over time, the Company's profitable operations have contributed to the growth of
a capital base that exceeds all applicable regulatory standards and the amount
of capital needed to support the Company's banking business. After evaluating a
variety of alternatives to utilize more effectively its capital base and to
attempt to maximize shareholder value, the Company's management and its Board of
Directors believe that the purchase of Shares pursuant to the Offer is a
positive action that is intended to accomplish the desired objective of
increasing shareholder value. Other actions previously employed, including an
open market purchase of Shares, increases in payment of cash dividends, and
capital management leverage strategies, have enhanced shareholder value, but
capital remains at high levels. The Offer will enable shareholders who are
considering the sale of all or a portion of their Shares the opportunity to
determine the price or prices (not less than $23.00 nor in excess of $26.00 per
Share) at which they are willing to sell their Shares, and, if any such Shares
are purchased pursuant to the Offer, to sell those Shares for cash without the
usual transaction costs associated with open-market sales. The Offer may also
give shareholders the opportunity to sell Shares at prices greater than market
prices prevailing prior to the announcement of the Offer. In addition,
qualifying shareholders owning beneficially fewer than 100 Shares, whose Shares
are purchased pursuant to the Offer, not only will avoid the payment of
brokerage commissions but will also avoid any applicable odd lot discounts to
the market price typically charged by brokers for executing odd lot trades.
Upon the terms and subject to the conditions of the Offer, if 2,000,000 or
fewer Shares have been validly tendered at or below the Purchase Price and not
withdrawn on or prior to the Expiration Date, the Company will purchase all such
Shares. Upon the terms and subject to the conditions of the Offer, if more than
2,000,000 Shares have been validly tendered at or below the Purchase Price and
not withdrawn on or prior to the Expiration Date, the Company will purchase
Shares in the following order of priority: (a) first, all Shares validly
tendered at or below the Purchase Price and not withdrawn on or prior to the
Expiration Date by or on behalf of any shareholder who owned beneficially, as of
the close of business on August 25, 1999 and continues to own beneficially as of
the Expiration Date, an aggregate of fewer than 100 Shares and who validly
tenders all of such Shares (partial tenders will not qualify for this
preference) and completes the box captioned "Odd Lots" on the Letter of
Transmittal; and (b) then, after purchase of all of the foregoing Shares, all
other Shares validly tendered at or below the Purchase Price and not withdrawn
on or prior to the Expiration Date on a pro rata basis, if necessary (with
appropriate adjustments to avoid purchases of fractional Shares).
If proration of tendered Shares is required, (i) because of the difficulty in
determining the number of Shares validly tendered and (ii) as a result of the
"odd lot" procedure described above, the Company does not expect that it would
be able to announce the final proration factor or to commence payment for any
Shares purchased pursuant to the Offer until approximately seven (7) New York
Stock Exchange trading days after the Expiration Date. Preliminary results of
proration will be announced by press release as
<PAGE>
promptly as practicable after the Expiration Date. Holders of Shares also may
obtain such preliminary information from the Dealer Manager/Information Agent.
The Company expressly reserves the right, in its sole discretion, at any time
and from time to time to extend the period of time during which the Offer is
open and thereby delay acceptance for payment of, and payment for, any Shares by
giving oral or written notice of such extension to the Depositary and making a
public announcement thereof.
Tenders of Shares made pursuant to the Offer may not be withdrawn after the
Expiration Date, except that they may be withdrawn after 12:00 midnight, New
York City time, October 27, 1999, unless accepted for payment by the Company as
provided in this Offer to Purchase. For a withdrawal to be effective, a
shareholder of Shares held in physical form must provide a written, telegraphic
or facsimile transmission notice of withdrawal to the Depositary, before the
Expiration Date, which notice must contain: (A) the name of the person who
tendered the Shares; (B) a description of the Shares to be withdrawn (including
the number of Shares being withdrawn); (C) the certificate numbers shown on the
particular certificates evidencing such Shares; (D) the signature of such
shareholder executed in the same manner as the original signature on the Letter
of Transmittal (including any signature guarantee (if such original signature
was guaranteed)); and (E) if such Shares are held by a new beneficial owner,
evidence satisfactory to the Company that the person withdrawing the tender has
succeeded to the beneficial ownership of the Shares. A purported notice of
withdrawal which lacks any of the required information will not be an effective
withdrawal of a tender previously made.
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY TENDERS ARE MADE. The
information required to be disclosed by Rule 13e-4(d)(1) under the Securities
Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is
incorporated herein by reference. The Offer to Purchase and the related Letter
of Transmittal are being mailed to record holders of Shares and are being
furnished to brokers, banks and similar persons whose names or the names of
whose nominees, appear on the Company's stockholder list or, if applicable, who
are listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of Shares.
Additional copies of the Offer to Purchase and the Letter of Transmittal may
be obtained from the Depositary, the Information Agent or the Dealer Manager and
will be furnished promptly at the Company's expense.
The Information Agent for the Offer is:
KEEFE, BRUYETTE & WOODS, INC.
211 Bradenton Avenue
Dublin, Ohio 43017-3541
Call Toll Free: (877) 298-6520
The Dealer Manager for the Offer is:
KEEFE, BRUYETTE & WOODS, INC.
Two World Trade Center
85th Floor
New York, New York 10048
Call Toll Free: (800) 966-1559
August 31, 1999
