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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 8,826,078. Cash in the amount of $19
thousand was paid for 762 partial shares in the merger. Merger
expenses and other related costs of $7.9 million were incurred in
the fourth quarter of 1998 upon consummation of the merger.
Form 8K related to the above transaction previously filed by the
registrant on January 15, 1999 is hereby amended to include the
following pro forma financial statements reported under item 7
"Financial Statements and Exhibits".
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
SOUTHWEST NATIONAL CORPORATION ("SOUTHWEST")
Audited Financial Statements:
Southwest's Annual Report on Form 10-K for the year ended
December 31, 1997, filed with the Commission by Southwest
(File No. 0-11026) pursuant to the Exchange Act is
incorporated by reference in this Form 8-K.
Unaudited Interim Financial Statements
Southwest's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998, filed with the Commission by
Southwest (File No. 0-11026) pursuant to the Exchange Act
is incorporated by reference in this Form 8-K.
(b) Pro forma financial information Page
Pro Forma Condensed Combined Balance Sheet................3
Pro Forma Condensed Combined Statements of Income.........4
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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
(FCFC and Southwest)
September 30, 1998
(Dollar Amounts in Thousands, except per share data)
The following unaudited Pro Forma Combined Balance Sheet combines the historical balance sheets of First
Commonwealth Financial Corporation ("FCFC"), and Southwest National Corporation ("Southwest") as if the merger had become
effective on September 30, 1998. This balance sheet should be read in conjunction with the First Commonwealth Financial
Corporation Consolidated Financial Statements and the Southwest National Corporation Consolidated Financial Statements
and the notes thereto. The Southwest National Corporation Consolidated Financial Statements and the notes thereto are
incorporated by reference elsewhere in this Form 8-K.
As Reported
FCFC Southwest Pro Forma
9/30/98 9/30/98 Adjustments Combined
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ASSETS
Cash and due from banks............... $ 53,430 $ 24,090 $ 77,520
Investment securities................. 1,000,397 306,646 1,307,043
Money market investments.............. 11,189 9,343 20,532
Loans, net............................ 1,912,304 477,714 2,390,018
Premises and equipment................ 34,510 7,719 42,229
Other assets.......................... 73,928 11,855 85,783
Total assets.................. $3,085,758 $837,367 $ 0 $3,923,125
LIABILITIES
Deposits.............................. 2,291,467 640,011 2,931,478
Short-term borrowings................. 102,488 4,959 107,447
Other liabilities..................... 28,408 5,934 34,342
Long-term debt........................ 381,622 100,000 481,622
Total liabilities............. 2,803,985 750,904 0 3,554,889
SHAREHOLDERS' EQUITY
Common stock.......................... 22,437 7,952 (b) 8,827 31,264
(b) (7,952)
Additional paid-in capital............ 75,440 31,760 (b) 30,885 106,325
(b) (31,760)
Retained earnings..................... 191,776 50,684 (b) 44,782 236,558
(b) (44,782)
(a) (5,902)
Treasury stock........................ (5,931) (5,902) (a) 5,902 (5,931)
Accumulated other comprehensive
income.............................. 4,058 1,969 6,027
Unearned ESOP shares.................. (6,007) -0- (6,007)
Total shareholders' equity.... 281,773 86,463 $ 0 368,236
Total liabilities and
shareholders' equity...... $3,085,758 $837,367 $ 0 $3,923,125
Book value per common share........... $12.74 $28.41 $11.90
(a) Reflects issuance of 397,442 shares of Southwest National Corporation treasury stock.
(b) Reflects the issuance of 8,826,840 shares of FCFC, $1.00 par value, common stock for 3,043,738 shares (100% of
outstanding) of Southwest National Corporation, $2.50 par value, common stock, and reflects the elimination of
Southwest National Corporation Shareholders' Equity accounts.
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
(FCFC and Southwest)
(Dollar Amounts in Thousands, except per share data)
The following unaudited Pro Forma Condensed Combined Statements of Income for the nine months ended September 30,
1994, and the years ended December 31, 1997, 1996 and 1995 for FCFC and Southwest, combine the historical statements of
income of FCFC and Southwest as if the merger had become effective on January 1, 1995. The pro forma income statement
amounts presented below are the sum of the historical FCFC and Southwest income statement amounts, except for a
reclassification of $73 from "other operating income" to "other operating expenses" for the nine months ended September
30, 1998. These amounts do not reflect any other adjustments to the sum of the historical income statement amounts.
These income statements should be read in conjunction with the First Commonwealth Financial Corporation Financial
Statements and the Southwest National Corporation Consolidated Financial Statements and related notes thereto which are
included in the respective annual reports on Form 10-K and quarterly reports on Form 10-Q. The Southwest National
Corporation Consolidated Financial Statements and related notes thereto are incorporated by reference elsewhere in this
Form 8-K.
Nine Months
Ended Years Ended December 31,
9/30/98 1997 1996 1995
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Interest income
Interest and fees on loans....................... $153,937 $198,357 $177,556 $165,832
Interest and dividends on investment securities.. 57,490 55,490 56,006 58,073
Interest on money market securities............. 1,447 925 1,626 3,277
Total interest income........................ 212,874 254,772 235,188 227,182
Interest expense
Interest on deposits............................. 85,880 112,600 101,186 94,156
Interest on short-term borrowings................ 9,162 8,108 6,777 8,126
Interest on long-term debt....................... 16,576 3,719 1,226 737
Total interest expense....................... 111,618 124,427 109,189 103,019
Net interest income.......................... 101,256 130,345 125,999 124,163
Provision for possible credit losses............. 7,957 10,152 6,301 5,575
Net interest income after provision
for possible credit losses................. 93,299 120,193 119,698 118,588
Net securities gains (losses)................... 2,639 6,825 1,599 (603)
Other operating income.......................... 16,687 18,716 17,359 15,996
Other operating expenses........................ 68,778 88,857 85,299 83,689
Income before income taxes................... 43,847 56,877 53,357 50,292
Applicable income taxes......................... 11,827 17,338 16,164 15,728
Net income................................... $32,020 $ 39,539 $ 37,193 $ 34,564
Average shares outstanding.......................... 30,775,934 30,835,949 31,155,043 31,236,202
Average shares outstanding assuming dilution........ 30,953,059 30,922,837 31,190,895 31,281,960
Basic earnings per share............................ $1.04 $1.28 $1.19 $1.11
Diluted earnings per share.......................... $1.03 $1.28 $1.19 $1.10
HISTORICAL PER SHARE DATA
First Commonwealth Financial Corporation:
Average shares outstanding..................... 21,925,757 21,878,945 21,954,111 22,005,427
Average shares outstanding assuming dilution... 22,102,882 21,965,833 21,989,963 22,051,158
Basic earnings per share....................... $1.15 $1.40 $1.26 $1.16
Diluted earnings per share..................... $1.14 $1.39 $1.25 $1.16
Southwest:
Average shares outstanding..................... 3,051,785 3,088,622 3,172,735 3,183,026
Average shares outstanding assuming dilution... 3,051,785 3,088,622 3,172,735 3,183,026
Basic earnings per share....................... $2.23 $2.92 $3.03 $2.84
Diluted earnings per share..................... $2.23 $2.92 $3.03 $2.84
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: March 16, 1999
FIRST COMMONWEALTH FINANCIAL CORPORATION
By: /S/JOHN J DOLAN
John J. Dolan
Sr. Vice President and
Chief Financial Officer
