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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): September 8,
1999
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
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Item 5. OTHER EVENTS
The registrant established First Commonwealth Capital Trust I
("the Trust"), a Delaware business trust on August 16, 1999. The
Trust issued 25,000 capital securities (liquidation amount of $25
million) on September 8, 1999 and 10,000 capital securities
(liquidation amount of $10 million) on September 22, 1999 through
a private offering to qualified investors. Additionally, the
trust issued common securities to the registrant. The Trust used
the proceeds from these sales to buy a series of 9.50% junior
subordinated deferrable interest debentures due 2029 from the
registrant with the same economic terms as the capital
securities. The Trust will distribute the cash payments it
receives from the registrant on the debentures to the holders of
the capital securities and the common securities. For each
capital security, the investor will receive cumulative cash
distributions accumulating from September 8, 1999 at an annual
rate of 9.50% of the liquidation amount of $1,000 per capital
security, on March 1 and September 1 of each year, beginning
March 1, 2000. The registrant may defer interest payments on the
debentures at any time, and from time to time, for up to ten
consecutive semi-annual periods with respect to each deferral
period. If the registrant does defer interest payments, the
Trust will also defer payment of distributions on the capital
securities to the investors. However, deferred distributions
will themselves accumulate distributions at an annual rate of
9.50%.
The Trust will redeem all of the outstanding capital securities
when the debentures are paid at maturity on September 1, 2029.
Subject to receiving prior approval of the Board of Governors of
the Federal Reserve System the registrant may redeem the
debentures, in whole or in part, at any time on or after
September 1, 2009, at a redemption price equal to 104.750% of the
principal amount of the debentures on September 1, 2009,
declining ratably on each September 1 thereafter to 100% on or
after September 1, 2019, plus accrued and unpaid interest to the
date of redemption. The registrant may also redeem the
debentures prior to September 1, 2009, upon the occurrence of
certain tax and bank regulatory events, subject to receiving
prior approval of the Board of Governors of the Federal Reserve
System. If the registrant redeems any debentures before their
maturity, the Trust will use the cash it receives on the
redemption of the debentures to redeem, on a pro rata basis,
capital securities and common securities having an aggregate
liquidation amount equal to the aggregate principal amount of the
debentures redeemed.
The estimated net proceeds (after deduction of offering expenses
and the initial purchaser's commission) from the sale of the
debentures to the Trust will be approximately $34.2 million. The
registrant intends to use the net proceeds from the issuance of
the debentures to finance the purchase of up to 2 million shares
of its outstanding common stock (approximately 6.5% of its
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Item 5. OTHER EVENTS (Continued)
outstanding shares of common stock) pursuant to a "modified Dutch
auction" tender offer. The tender offer will allow shareholders
to specify prices at which they are willing to tender their
shares that are not less than $23.00 nor in excess of $26.00 per
share of common stock. The registrant will determine a single
per share price that will allow it to purchase up to 2 million
shares of common stock, and all shares purchased will be
purchased at the company-selected price for cash, net to the
seller, even if tendered at a lower price. If more than 2
million 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 tender
offer commenced on August 31, 1999 and is scheduled to expire on
September 29, 1999. The offer is not conditioned on a minimum
number of shares being tendered.
The remainder of the net proceeds from the sale of the debentures
to the Trust, if any, will be used by the registrant for general
corporate purposes, which may include making advances to its
banking subsidiaries and, from time to time, the purchase, in the
open market or in privately-negotiated transactions, of
outstanding shares of its common stock. Initially any net
proceeds may be used to make short-term investments.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
The registrant agrees to file a copy of the indenture dated as
of September 8, 1999 by and among the registrant, the Trust and the
debenture trustee upon request of the Commission.
Dated: September 23, 1999
FIRST COMMONWEALTH FINANCIAL CORPORATION
By: /S/JOSEPH E. O'DELL
Joseph E. O'Dell
President and
Chief Executive Officer
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