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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange
Act of 1934
Date of Report (Date of earliest event reported): December 31,
1998
FIRST COMMONWEALTH FINANCIAL CORPORATION
(Exact Name of registrant as specified in its charter)
PENNSYLVANIA 0-11242 25-1428528
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
22 N. Sixth Street, Indiana, PA 15701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (724) 349-7220<PAGE>
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 31, 1998, the registrant acquired Southwest National
Corporation ("Southwest") and its wholly-owned subsidiary
Southwest Bank. Southwest 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.
The merger was consummated pursuant to the Agreement and Plan of
Reorganization dated July 15, 1998, between the registrant and
Southwest, which was approved by the shareholders of the
registrant and the shareholders of Southwest at special meetings
held December 15, 1998. For further information concerning the
transaction, reference is made to the registrant's Registration
Statement on Form S-4 (File No. 333-62913) and the joint Proxy
Statement/Prospectus for the special meetings included therein,
which are incorporated herein by reference.
As described in the Proxy Statement/Prospectus, in the merger
each issued and outstanding share of Southwest common stock was
converted into 2.9 shares of the registrant's common stock. The
aggregate number of shares of the registrant's common stock
issued in the merger was approximately 8,826,840. The aggregate
number of shares issued by the registrant may vary due to partial
shares but the amount is not expected to be material. Merger
expenses and other related costs of $7.9 million were incurred in
the fourth quarter of 1998 upon consummation of the merger.
Pro forma financial statements will be filed on form 8K by
March 16, 1999.
Dated: January 15, 1999
FIRST COMMONWEALTH FINANCIAL CORPORATION
By: /S/JOHN J. DOLAN
John J. Dolan
Sr. Vice President and
Chief Financial Officer
