<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
AMENDMENT NO. 1 TO
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
------------
August 31, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
<PAGE>
CALCULATION OF FILING FEE
----------------------------------------
----------------------------------------
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.
[x] 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: $10,400 Filing Party: First Commonwealth Financial
Corporation
Form or Registration No.: Schedule 13E-4 Date Filed: September 1, 1999
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<PAGE>
INTRODUCTION
This Amendment No. 1 dated October 13, 1999 supplements the Issuer Tender
Offer Statement on Schedule 13E-4 filed with the Securities and Exchange
Commission by First Commonwealth Financial Corporation (the "Company") in
connection with the offer (the "Offer") by the Company to purchase up to two
million shares (or such lesser number of shares as were properly tendered) of
its common stock, $1.00 par value per share (the "Shares"), at a price of not
less than $23.00 nor in excess of $26.00 per Share in cash, on the terms and
subject to the conditions set forth in the Offer to Purchase, dated August 31,
1999, and the related Letter of Transmittal. Copies of the Offer to Purchase
and the Letter of Transmittal were attached as Exhibits (a)(1) and (a)(2) to the
original Schedule 13E-4.
The Offer terminated at 5:00 p.m. New York City time, on Wednesday,
September 29, 1999. A total of 1,909,710 Shares were tendered and accepted in
the Offer. The Company paid $26.00 per Share for each Share tendered and
accepted.
ITEM 2. SOURCE AND AMOUNT OF FUNDS.
Item 2 is hereby amended to include the following:
On October 5, 1999, the Company borrowed $18,000,000 from Mellon Bank, N.A.
in order partially to finance the Company's repurchase of its common stock. The
loan has a maturity date of October 25, 1999, and bears interest at the Federal
Funds Effective Rate plus 1.25%. The Company intends to repay this loan with the
proceeds of another loan from Mellon Bank, N.A. in the principal amount of up to
$20,000,000. The new borrowing is expected to be in the form of a one-year line
of credit, which can be renewed for an additional one year at the option of
Mellon Bank, N.A. The line of credit is expected to bear interest, at the
Company's option, at the LIBOR rate, the Federal Funds Effective Rate or a fixed
rate, plus, for any of the preceding three options, a minimum of 1.25%, or at
the prime rate. The Company anticipates that it would repay the line of credit
over a period of three years after the line of credit's initial term, including
any renewal thereof.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to include the following exhibits:
(a)(14) Text of Press Release issued by the Company, dated September 29,
1999.
(a)(15) Text of Press Release issued by the Company, dated October 5, 1999.
(b)(1) Commitment Letter from Mellon Bank, N.A., dated October 1, 1999.
(b)(2) Promissory Note, dated October 5, 1999.
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<PAGE>
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.
October 13, 1999 FIRST COMMONWEALTH FINANCIAL CORPORATION
By: /s/ Joseph E. O'Dell
------------------------------------
Joseph E. O'Dell
President and Chief Executive Officer
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<PAGE>
Exhibit 99.9(a)(14)
PRESS RELEASE
FIRST COMMONWEALTH FINANCIAL CORPORATION ANNOUNCES
PRELIMINARY RESULTS OF DUTCH AUCTION TENDER OFFER
INDIANA, PA, September 29, 1999. First Commonwealth Financial Corporation
(NYSE:FCF) today announced the preliminary results of its Dutch Auction tender
offer to purchase its common shares. The tender offer expired at 5:00 p.m. EDT
on September 29, 1999.
First Commonwealth announced that a "preliminary count" by The Bank of New York,
the Depository for the tender offer, indicates that, subject to final
verification, approximately 1,915,607 shares of Common Stock have been tendered
and accepted for purchase at a price of $26.00 per share. All shares duly
tendered pursuant to the tender offer were accepted and will be repurchased.
The final number of shares and purchase price will be determined within
approximately the next three business days. The final determination is subject
to final confirmation of the proper delivery of all shares tendered and not
withdrawn. Payment for the shares properly tendered will be made as promptly as
practicable subject to proper delivery of shares in accordance with the terms of
the tender offer.
The Corporation had announced in July its Board's authorization to buy back up
to two million of its common shares. The tender offer commenced in late August
was offering to buy up to two million shares at prices ranging from $23.00 to
$26.00 per share. The offer expired at 5:00 p.m., New York City time, on
September 29, 1999. Prior to the tender offer, First Commonwealth had
30,991,646 shares of Common Stock outstanding. Following the purchase of shares
tendered in the tender offer, First Commonwealth will have approximately
29,076,039 shares of Common Stock outstanding. Since the full two million
shares were not tendered, the Corporation may repurchase its shares in the open
market to complete the authorized repurchase of two million shares. However,
there can be no assurance that any further repurchases of the Corporation's
shares will be made. These open market purchases cannot commence until October
14, 1999, pursuant to Rule 13e-4 under the Securities Exchange Act of 1934.
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 and First Commonwealth Bank, in 18 countries in western
and central PA. 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
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<PAGE>
to differ materially from estimated results. Such risks and uncertainties are
detailed in the Corporation's filings with the Securities and Exchange
Commission.
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<PAGE>
Exhibit 99.9(a)(15)
PRESS RELEASE
FIRST COMMONWEALTH FINANCIAL CORPORATION ANNOUNCES FINAL RESULTS OF DUTCH
AUCTION TENDER OFFER
INDIANA, PA, October 5, 1999.-- First Commonwealth Financial Corporation (NYSE:
FCF) today announced the final results of its Dutch Auction tender offer to
purchase its common shares. The tender offer expired at 5:00 p.m., New York City
time, on September 29, 1999.
First Commonwealth announced that the final results indicate that 1,909,710
shares of Common Stock have been tendered and accepted for purchase at a price
of $26.00 per share. All shares have been duly tendered pursuant to the tender
offer and were accepted and will be repurchased. Payment for the shares properly
tendered will be made as promptly as practicable, in accordance with the terms
of the tender offer.
The Corporation had announced in July its Board's authorization to buy back up
to two million of its common shares. Pursuant to the tender offer commenced in
late August, the Corporation offered to repurchase up to two million shares of
its common stock at prices ranging from $23.00 to $26.00 per share. The offer
expired at 5:00 p.m., New York City time, on September 29, 1999. At September
30, prior to reflecting the impact of the tender offer, First Commonwealth had
31,017,993 shares of Common Stock outstanding. Following the purchase of shares
tendered in the tender offer, First Commonwealth will have 29,108,283 shares of
Common Stock outstanding. The Corporation may repurchase its shares in the open
market to complete the authorized repurchase of two million shares. However,
there can be no assurance that any further repurchases of the Corporation's
shares will be made. Any open market purchases cannot commence until October 14,
1999, pursuant to Rule 13e-4 under the Securities Exchange Act of 1934.
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 and First Commonwealth Bank, in 18 counties in western and
central PA. 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 Corporation's filings with the Securities and Exchange Commission.
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<PAGE>
Exhibit 99.9(b)(1)
One Mellon Bank Center
Pittsburgh, PA 15258-0001
October 1, 1999
John J. Dolan
Chief Financial Officer
First Commonwealth Financial Corporation
Old Courthouse Square
22 North Sixth Street
Indiana, PA 15701
RE: First Commonwealth Financial Corporation - 364-Day
Standby Facility/U.S. $20,000,000
---------------------------------
Dear Mr. Dolan:
On behalf of Mellon Bank, N.A. ("Mellon"), I am pleased to inform you that,
subject to the terms and conditions outlined in the attached Term Sheet (which
forms a part hereof and is hereby incorporated herein), Mellon is willing to
provide First Commonwealth Financial Corporation ("First Commonwealth") the
$20,000,000 facility described in the Term Sheet (the "Facility").
Mellon's commitment is expressly made subject to preparation and negotiation of
documentation in form and substance satisfactory to Mellon and its counsel,
which documentation shall reflect the terms and conditions set forth on the Term
Sheet and such other terms and conditions as Mellon and its counsel determine
are appropriate.
Mellon's commitment to lend is further made subject to Mellon's continued
satisfaction with the condition (financial and otherwise) of First Commonwealth
and that prior to the closing of the Facility no material adverse change in the
condition (financial or otherwise) of First Commonwealth shall have occurred.
This commitment is also subject to, among the other conditions contained herein,
First Commonwealth's demonstration to Mellon's satisfaction that (a) First
Commonwealth has taken and is taking all necessary and appropriate steps to
ascertain the extent of, quantify and successfully address business and
financial risks facing First Commonwealth as a result of what is commonly
referred to as the "Year 2000 problem" (i.e., the inability of certain computer
applications to recognize correctly and perform properly date-sensitive
functions involving certain dates prior to and after December 31, 1999),
including risks resulting from the failure of key vendors and suppliers of First
Commonwealth to successfully address the Year 2000 problem, and (b) First
Commonwealth's material computer applications and those of its key vendors and
suppliers will, on a timely basis, adequately address the Year 2000 problem in
all material respects.
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Mellon's commitment as set forth herein will expire unless we receive your
written acceptance by 5:00 p.m. (Pittsburgh time) on October 15, 1999 and such
commitment will nonetheless terminate unless definitive documentation shall have
been entered into and the transaction closed at or prior to 5:00 p.m.
(Pittsburgh time) on October 25, 1999.
Should you elect to accept our offer, you agree to pay the reasonable fees and
expenses, including counsel fees, incurred by Mellon in connection with the
preparation of definitive documentation of the Facility, whether or not the
Facility is closed.
We look forward to working with you and to completing this transaction in a
timely manner.
Very truly yours, Accepted as of October 4, 1999
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MELLON BANK, N.A. FIRST COMMONWEALTH FINANCIAL CORP.
By:/s/ Gregory R. Schultz By:/s/ Gerard M. Thomchick
---------------------- -----------------------
Name: Gregory R. Schultz Name: Gerard M. Thomchick
-------------------- ---------------------
Title: Vice President Title: Senior Executive Vice President and
----------------
Chief Operating Officer
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Attachment
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Mellon Bank, N.A. First Commonwealth Financial Corporation
First Commonwealth Financial Corporation
364-Day Standby Credit Facility
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SUMMARY OF TERMS AND CONDITIONS
Note: This term sheet is intended as an outline and does not purport to set
forth fully all the conditions, covenants, warranties and other terms and
provisions which will be contained in definitive documentation for the financing
contemplated hereby. The credit facility summarized in this term sheet is
expressly made subject to the preparation and execution of definitive
documentation (the "Documentation") satisfactory in form and substance to Mellon
Bank, N.A. and its counsel, which documentation is likely to include provisions
in addition to those set forth below.
BORROWER: First Commonwealth Financial Corporation ("First
- -------- Commonwealth")
LENDER: Mellon Bank, N.A. ("Mellon")
- ------
AMOUNT: Up to $20,000,000
- ------
PURPOSE: To repurchase the common stock of First Commonwealth
- -------
TERM: 364-Days. At the discretion of Mellon, the facility can
- ---- be renewed once for an additional 364-days not later than
60 days prior to the initial maturity date.
AMORTIZATION: 3-year term-out option (4-year amortization). Outstanding
- ------------ balance at the completion of the standby period to fully
amortize via 11 equal quarterly principal payments plus
interest, final payment to include all outstanding
balance.
INTEREST RATE
OPTIONS: A. LIBOR Option: Interest shall be for periods of one,
- ------- ------------
two, three or six months (as selected by the Borrower)
and shall be at an annual rate equal to the London
Interbank Offered Rate ("LIBOR") for deposits of U.S.
dollars plus a margin of 1.25%. LIBOR shall be
determined by Mellon at the start of each interest
period. Interest shall be paid quarterly, or at the
end of each elected interest period, whichever should
first occur. Interest shall be calculated on the basis
of the actual number of days elapsed in a year of 360
days. A LIBOR-based interest election will require
three business days notice. LIBOR will be reserve
adjusted only if reserves are incurred.
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B. Fed Funds Option:
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The fed funds option shall be offered at an increment
of 1.25% over the "Federal Funds Effective Rate,"
which shall mean, for any day, the weighted average of
the rates on overnight federal funds transactions with
members of The Federal Reserve System arranged by
federal funds brokers, as published the following
business day by The Federal Reserve Bank of New York.
C. Fixed Option:
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A fixed rate option will be available on an as offered
basis to the Borrower for interest periods of not less
than one year, and whole year multiples thereof, up to
the life of the loan. The as offered fixed rate shall
be reflective of Mellon's fully reserved cost of funds
and a minimum spread of 1.25%. Interest will be
calculated on the basis of the actual number of days
elapsed in a year of 360 days, and shall be payable
quarterly in arrears.
D. Base Rate Option:
----------------
The base rate interest will be calculated on the
actual number of days elapsed in a year of 360 days,
payable quarterly in arrears. The base rate is defined
as the Mellon Bank prime lending rate.
UNDERWRITING FEE: $10,000, non-refundable fee to be paid prior to completion
- ---------------- of underwriting.
COMMITMENT FEE: During the standby period an annualized fee of .125% will
- -------------- be assessed on the undrawn portion of this facility.
PREPAYMENT: Loans may be pre-paid subject to payment by the Borrower
- ---------- of any funding cost incurred by Mellon as a result of such
prepayment. Prepayments will be applied in an inverse
order of maturity. Mandatory prepayment required if
Borrower issues new debt instruments during the life of
the loan, and:
1) The subject Mellon debt is less than Pari Passu with
any new debt issuance of the Borrower, and/or
2) The aggregate debt issued by the Borrower (Mellon's
debt plus any new debt issuances) exceeds the
unrestricted subsidiary dividend capacity sufficient
to maintain all subsidiary banks at "well-capitalized"
regulatory standards.
DOCUMENTATION: Establishment of a credit facility is subject to the
- ------------- negotiation and execution of loan documentation
satisfactory to Mellon and its Counsel. Such documentation
will include
<PAGE>
representations and warranties, conditions, covenants,
indemnifications, events of default, increased costs,
capital requirements and other provisions determined by
Mellon to be appropriate for this transaction.
FINANCIAL COVENANTS: Such financial events as Mellon may determine to be
- ------------------- appropriate for transactions of this type including
without limitation:
1. Borrower must at all times maintain an unrestricted
ability to upstream dividends equal to the full amount
of the subject loan and all subsequent debt issues
while maintaining a "well-capitalized" qualification,
per regulatory guidelines, at all subsidiary banks.
2. Unreserved NPAs cannot exceed 5% of total equity
capital.
3. Change of control and/or sale by Borrower of any
material subsidiaries.
INDEMNITY: The Borrower will indemnify Mellon against all losses,
- --------- liabilities, damages, and costs in connection with, or
relating to, this loan, other than for Mellon's own gross
negligence or willful misconduct.
GOVERNING LAW: The laws of the Commonwealth of Pennsylvania.
- -------------
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<PAGE>
Exhibit 99.9(b)(2)
FIRST COMMONWEALTH FINANCIAL CORPORATION
Promissory Note
---------------
U.S. $18,000,000.00 Pittsburgh, Pennsylvania
October 5, 1999
FOR VALUE RECEIVED, the undersigned, FIRST COMMONWEALTH FINANCIAL CORPORATION, a
Pennsylvania corporation (the "Borrower"), hereby promises to pay to the order
of Mellon Bank, N.A. (the "Bank") on or before October 25, 1999 (the "Maturity
Date") the principal sum of Eighteen Million ($18,000,000) Dollars or such
lesser or greater principal amount as may be outstanding from time to time under
any credit accommodation or facility established by Bank for the benefit of the
Undersigned together with interest on outstanding balances of principal from the
date hereof to the Maturity Date at the rate specified herein (the "Note Rate").
The outstanding principal amount of this Note shall bear interest from and
including the date hereof to and including the Maturity Date at a rate per annum
(computed on the basis of a year of 365 or 366 days, as the case may be) for
each day equal to the Federal Funds Effective Rate for such day plus 1.25%, such
----
interest rate to change automatically from time to time effective as of the
effective date of each change in the Federal Funds Effective Rate (the "Note
Rate"). "Federal Funds Effective Rate" for any day shall mean the rate per
annum (rounded upward to the nearest 1/100 of 1%) determined by the Bank (which
determination shall be conclusive) to be equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on the previous trading day, as
computed and published by the Federal Reserve Bank of New York (or any
successor) for such day provided, that if such Federal Reserve Bank (or its
--------
successor) does not publish such rate on any day, the "Federal Funds Effective
Rate" for such day shall be the Federal Funds Effective Rate for the last day on
which such rate was announced.
Upon the occurrence of any Event of Default (as defined below), at Bank's
option, interest shall accrue at a rate equal to two percent (2%) per annum
above the Note Rate specified until the earlier of (a) the date that such Event
of Default has been cured, or (b) the Maturity Date hereof.
After maturity, whether by acceleration or otherwise, interest shall accrue at a
rate equal to 2 percent (2%) per annum above the Note Rate specified until all
sums due hereunder are paid. Interest shall continue to so accrue after the
entry of judgment by confession or otherwise.
So long as Bank is the holder hereof, Bank's books and records shall be
presumed, except in the case of manifest error, to accurately evidence at all
times all amounts outstanding under this Note and the date and amount of each
advance and payment made pursuant hereto.
<PAGE>
The prompt and faithful performance of all of Undersigned's obligations
hereunder, including without limitation time of payment, is of the essence of
this Note.
The occurrence of any of the following shall constitute an "Event of Default"
hereunder: (a) any assignment for the benefit of creditors by the Undersigned;
(b) the insolvency of Undersigned; or (c) the filing or commencement of any
petition, action, case or proceeding, voluntary or involuntary, under any state
or federal law regarding bankruptcy, insolvency, reorganization, receivership or
dissolution, including the Bankruptcy Reform Act of 1978, as amended, by or
against the Undersigned. Upon the occurrence of any Event of Default, all
amounts due under this Note, including without limitation the unpaid balance of
principal and interest hereof, shall become immediately due and payable, without
demand, notice or further action by Bank whatsoever, and an action therefor
shall immediately accrue.
The Borrower hereby expressly waives presentment demand, notice, protest, and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note.
CONFESSION OF JUDGMENT. UNDERSIGNED HEREBY EMPOWERS THE PROTHONOTARY OR ANY
ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR UNDERSIGNED AND TO CONFESS
JUDGMENT AS OFTEN AS NECESSARY AGAINST UNDERSIGNED IN FAVOR OF THE HOLDER
HEREOF, REGARDLESS OF WHETHER ANY EVENT OF DEFAULT HAS OCCURRED, AT ANY TIME AND
AS OF ANY TERM, FOR THE ABOVE SUM PLUS INTEREST DUE UNDER THE TERMS HEREOF AND
ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF LEGAL PROCEEDINGS AND
REASONABLE ATTORNEY'S COMMISSION WITH RELEASE OF ALL ERRORS. UNDERSIGNED WAIVES
ALL LAWS EXEMPTING REAL OR PERSONAL PROPERTY FROM EXECUTION.
This Note shall be governed by, construed and enforced in accordance with the
laws of the Commonwealth of Pennsylvania, without reference to principles of
conflict of laws.
FIRST COMMONWEALTH FINANCIAL CORPORATION
By:/s/ Gerard M. Thomchick
-------------------------------------------
(Signature)
Name: Gerard M. Thomchick
-----------------------------------------
Title: Senior Executive Vice President and
Chief Operating Officer
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