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FIRST COMMONWEALTH FINANCIAL CORPORATION
Old Courthouse Square, 22 North Sixth Street
Indiana, Pennsylvania 15701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 24, 2000
TO THE SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of
Shareholders of First Commonwealth Financial Corporation (the
"Corporation") will be held at First Commonwealth Place, 654
Philadelphia Street, Indiana, Pennsylvania on Monday, April 24,
2000, at 3:00 p.m., local time, for the following purposes:
1. To elect seven Directors to serve for terms expiring in
2003.
2. To consider an amendment to the Corporation's 1995
Compensatory Stock Option Plan (the "Option Plan") to
increase the number of shares of the Corporation's
Stock available for grant under the Option Plan from
2,000,000 to 4,500,000, an increase of 2,500,000
shares.
3. To act on such other matters as may properly come
before the meeting.
Only shareholders of record as of the close of business on
March 10, 2000 are entitled to notice of and to vote at the
Annual Meeting and any adjournments thereof. The Annual Report
to Shareholders for the year ended December 31, 1999, which
includes consolidated financial statements of the Corporation, is
enclosed.
YOU ARE URGED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY
CARD AS PROMPTLY AS POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING IN PERSON. IF YOU ATTEND THE MEETING YOU MAY, IF YOU
WISH, WITHDRAW YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
By Order of the Board of Directors,
/S/David R. Tomb, Jr.
Secretary
Indiana, Pennsylvania
March 24, 2000
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FIRST COMMONWEALTH FINANCIAL CORPORATION
Old Courthouse Square, 22 North Sixth Street
Indiana, Pennsylvania 15701
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 24, 2000
GENERAL INFORMATION
The accompanying proxy is solicited by the Board of
Directors of First Commonwealth Financial Corporation (the
"Corporation" or "FCFC") in connection with its Annual Meeting of
Shareholders to be held on Monday, April 24, 2000, 3:00 p.m.,
local time, and any adjournments thereof.
If the accompanying proxy is duly executed and returned, the
shares of Common Stock, par value $1.00 per share (the "Common
Stock"), of the Corporation represented thereby will be voted
and, where a specification is made by the shareholder as provided
therein, will be voted in accordance with that specification. A
proxy may be revoked by the person executing it at any time
before it has been voted by notice of such revocation to David R.
Tomb, Jr., Secretary of the Corporation.
The three persons named in the enclosed proxy have been
selected by the Board of Directors and will vote shares
represented by valid proxies. They have indicated that, unless
otherwise specified in the proxy, they intend to vote to elect as
Directors the seven nominees listed on pp. 6 and 7, and to vote
in favor of the amendment to the Corporation's 1995 Compensatory
Stock Option Plan to authorize the increase in shares available
for grant purposes from 2,000,000 to 4,500,000, an increase of
2,500,000 shares. The proposal is more fully described on page
23.
The Board of Directors has no reason to believe that any of
the nominees will be unable to serve as Directors. In the event,
however, of the death or unavailability of any nominee or
nominees, the proxy to that extent will be voted for such other
person or persons as the Board of Directors may recommend.
The Corporation has no knowledge of any other matters to be
presented at the meeting. In the event other matters do properly
come before the meeting the persons named in the proxy will vote
in accordance with their judgment on such matters.
The approximate date on which this Proxy Statement will be
mailed to shareholders of the Corporation is March 24, 2000.
Solicitation of proxies may be made by personal interviews and
telephone by management and regularly engaged employees of the
Corporation. Brokerage houses and other custodians, nominees and
fiduciaries will be requested to forward solicitation material to
the beneficial owners of the stock held of record by such
persons. Expenses for solicitation of all proxies will be paid
by the Corporation.
As of the close of business on March 10, 2000, there were
62,525,412 shares of Common Stock issued and 58,095,060 shares
were outstanding. Three million (3,000,000) shares of Preferred
Stock have been authorized; however, none of the preferred shares
is outstanding. Only shareholders of record as of the close of
business on March 10, 2000 are entitled to receive notice of and
to vote at the Annual Meeting.
Shareholders are entitled to one vote for each share held on
all matters to be considered and acted upon at the Annual
Meeting. The Articles of Incorporation of the Corporation do not
permit cumulative voting. The seven nominees for directors who
receive the highest number of votes cast for the election of
directors at the Annual Meeting, present in person or voting by
proxy, a quorum being present, will be elected as directors. An
affirmative vote of a majority of the shares present and voting
at the meeting is required for approval of all other items being
submitted to the shareholders for their consideration.
Abstentions and broker non-votes are each included in the
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determination of the number of shares present and voting, but are
not counted for purposes of determining whether a proposal has
been approved.
The Corporation conducts business through three banking
subsidiaries: (1) First Commonwealth Bank ("FCB") doing business
as NBOC Bank ("NBOC"), Deposit Bank ("Deposit"), Cenwest Bank
("Cenwest"), First Bank of Leechburg ("Leechburg"), Peoples Bank
("Peoples"), Central Bank ("Central"), Peoples Bank of Western
Pennsylvania ("Peoples of W. PA"), Unitas Bank ("Unitas"),
Reliable Bank ("Reliable"), and First Commonwealth Insurance
Agency ("FCIA"), a wholly-owned insurance agency subsidiary of
FCB; (2) First Commonwealth Trust Company ("FCTC"); (3) and
Southwest Bank ("Southwest"); and through First Commonwealth
Professional Resources Inc. ("FCPRI"), a professional services
affiliate, and Commonwealth Systems Corporation ("CSC"), a data
processing subsidiary. The Corporation also jointly owns
Commonwealth Trust Credit Life Insurance Company ("CTCLIC"), a
reinsurer of credit life and accident and health insurance. FCB,
FCTC, and Southwest are herein collectively called the
"Subsidiary Banks."
COMMON STOCK OWNERSHIP BY MANAGEMENT
The Corporation is not aware of any person who, as of
March 10, 2000, was the beneficial owner of more than 5% of the
Common Stock, except FCTC as more fully described below. The
following table sets forth information concerning beneficial
ownership by all directors and nominees, by each of the executive
officers named in the Summary Compensation Table on page 10 (the
"Summary Compensation Table") and by all directors and executive
officers as a group.
Amount and nature of Percent of
Name Beneficial Ownership(1) Class
E. H. Brubaker 23,672 (2) *
Sumner E. Brumbaugh 457,986 (2,3,8) *
Ray T. Charley 113,272 *
Edward T. Cote 204,800 (5) *
David S. Dahlmann 7,930 (3,10) *
Thomas L. Delaney 29,272 *
Clayton C. Dovey, Jr. 46,268 *
Ronald C. Geiser 28,728 (3) *
Johnston A. Glass 50,862 (3) *
A. B. Hallstrom 16,362 (3) *
Thomas J. Hanford 50,936 *
H. H. Heilman, Jr. 46,000 *
David F. Irvin 128,030 *
David L. Johnson 29,286 (2) *
Robert F. Koslow 57,893 (2,3) *
Dale P. Latimer 1,783,816 (3,5) 3.07%
James W. Newill 458,200 (9,10) *
Joseph E. O'Dell 85,308 (2,4) *
Joseph W. Proske 34,730 (2,3) *
John A. Robertshaw, Jr. 47,872 (2,10) *
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Laurie Stern Singer 5,000 (10) *
Gerard M. Thomchick 70,589 (2,3,4) *
David R. Tomb, Jr. 654,114 (2,3,4,5,6) 1.12%
E. James Trimarchi 743,387 (3,4,5,6,7) 1.28%
Robert C. Williams 79,557 (3) *
All directors and executive
officers as a group (29 persons) 4,225,992 7.27%
*Less than 1%
()denotes footnotes
(1) Under regulations of the Securities and Exchange
Commission, a person who has or shares voting or
investment power with respect to a security is considered
a beneficial owner of the security. Voting power is the
power to vote or direct the voting of shares, and
investment power is the power to dispose of or direct the
disposition of shares. Unless otherwise indicated in the
other footnotes below, each director has sole voting power
and sole investment power over the shares indicated
opposite his name in the table, and each member of a group
has sole voting power and sole investment power over the
shares indicated for the group.
(2) Does not include the following shares held by spouses,
either individually or jointly with other persons, as
to which voting and investment power is disclaimed by the
director or officer: Mr. Brubaker, 52,770; Mr. Brumbaugh,
264; Mr. Johnson, 2,057; Mr. Koslow, 3,051; Mr. O'Dell,
4,647; Mr. Proske, 63,060; Mr. Robertshaw, 4,872; Mr.
Thomchick, 11,080; Mr. Tomb, 528; and all directors and
executive officers as a group, 142,329.
(3) Includes the following shares held jointly with spouses, as
to which voting and investment power is shared with the
spouse: Mr. Brumbaugh, 30,800; Mr. Dahlmann, 7,279; Mr.
Geiser, 28,728; Mr. Glass, 24,608; Mr. Hallstrom, 10,474;
Mr. Koslow, 22,045; Mr. Latimer, 46,322; Mr. Proske, 3,200;
Mr. Thomchick, 2,326; Mr. Tomb, 63,692; Mr. Trimarchi,
75,736; Mr. Williams, 22,432, and all directors and
executive officers as a group 337,642.
(4) Includes 52,172 shares held by Atlas Investment Company, of
which Messrs. O'Dell, Thomchick, Tomb and Trimarchi are each
25% owners and as to which they share voting and investment
power.
(5) Includes 204,000 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 Messrs. 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 Cenwest) were converted into shares of the Corporation
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.
(6) Includes 318,876 shares held by County Wide Real Estate,
Inc., of which Messrs. Tomb and Trimarchi are each 50%
owners and as to which they share voting and investment
power.
(7) Includes 59,304 shares held by family interests of which Mr.
Trimarchi exercises sole voting and investment power.
(8) Includes 220,140 shares held by a family member over
which Mr. Brumbaugh has been appointed as power of
attorney with respect to voting power only.
(9) Includes 6,960 shares held by a family member over which
Mr. Newill exercises sole voting and investment power.
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(10) Directors Dahlmann, Newill, Robertshaw and Singer became
members of the Board of Directors on the occasion of the
merger of Southwest National Corporation ("SWNC") into the
Corporation in December 1998.
As of February 29, 2000, FCTC, acting in a fiduciary capacity
for various trusts and estates, including the Corporation Employee
Stock Ownership Plan ("ESOP"), and the Corporation 401(k)
Retirement Savings and Investment Plan ("401(k) Plan") held shares
of Common Stock in an aggregate amount of 5,721,979 (9.8% of the
outstanding shares). FCTC has either sole or shared voting and
investment power on these shares as listed below:
- - Total shares on which sole voting power is held: 2,492,416
- - Total shares on which voting power is shared: 3,229,563
- - Total shares on which sole investment power is held 2,051,903
- - Total shares on which sole investment power is shared: 3,670,076
FCTC votes shares over which it has sole voting power. Where
voting power is shared, shares are voted by FCTC in consultation
with the other persons having voting power.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires
the Corporation's directors and executive officers, and persons who
own more than ten percent of a registered class of the
Corporation's equity securities, to file with the Securities and
Exchange Commission (the "Commission") an initial report of
ownership and reports of changes in ownership of Common Stock and
other equity securities of the Corporation. Executive officers,
directors and greater than ten percent shareholders are required by
Commission regulation to furnish the Corporation with copies of all
Section 16(a) forms which they file. The Corporation is not aware
of any late filings or failures to file in 1999. In making this
disclosure, the Corporation has relied solely on written and oral
representations of its directors, executive officers and greater
than ten percent shareholders and copies of the reports they have
filed with the Commission.
ELECTION OF DIRECTORS
Article 10 of the By-Laws of the Corporation provides that the
number of Directors shall be not less than 3 nor more than 25. In
accordance with the Corporation's By-Laws, the Board of Directors
has fixed the number of directors at 24 (three classes of eight
directors each).
As of March 10, 2000, each director and nominee for election
as a director of the Corporation owned beneficially the number of
shares of Common Stock set forth in the table on page 3. The
information in the table and the footnotes thereto are based upon
data furnished to the Corporation by, or on behalf of, the persons
named or referred to in the table.
Seven of the eight directors whose terms expire in 2000 will
be nominated for election to serve for three year terms expiring
with the Annual Meeting of Shareholders in 2003. At his request,
A. B. Hallstrom will not be standing for election in this class of
directors.
Each Director elected will continue in office until a
successor has been elected. If any nominee is unable to serve,
which the Board of Directors has no reason to expect, the persons
named in the accompanying proxy intend to vote for the balance of
those named and, if they deem it advisable, for a substitute
nominee. The names of the nominees for directors and the names of
directors whose terms of office will continue after the Annual
Meeting are listed in the following table.
Information about the nominees, each of whom is presently a
member of the Board of Directors and who has been nominated for
election by the Board, and about the other directors whose terms of
office will continue after the Annual Meeting, is set forth in the
table below. The nominees and other directors have held the
positions shown for more than five years unless otherwise
indicated.
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Principal Occupation or
Director Employment; Other
Name Since Directorships; Age
Nominees for a Term Ending in 2003:
E. H. Brubaker 1984 Retired; formerly
Chairman of the Board of
Deposit; Age 69
Thomas J. Hanford 1984 Private Investor,
Director of First Admirality
Bancorp ("BANCORP");
Age 61
H. H. Heilman, Jr. 1985 Partner, Heilman &
McClister (attorneys-
at-law); Age 83
James W. Newill 1998 Certified Public Accountant,
formerly President, J.W.
Newill Company (public
accounting); Director of
Southwest; Age 65
John A. Robertshaw, Jr. 1998 Formerly Chairman, Laurel
Vending, Inc. (vending
and food service); Director
of Southwest; Age 73
Laurie Stern Singer 1998 President, Allegheny Valley
Chamber of Commerce and
President, Allegheny Valley
Development Corporation;
Director of Southwest;
Age 48
Robert C. Williams 1994 President of Unitas; Age 56
Continuing Directors Whose Terms End in 2001:
David S. Dahlmann 1998 Vice Chairman of the
Corporation; President
and Chief Executive Officer
of Southwest; formerly
President and Chief Executive
Officer of SWNC; Director of
Southwest and FCPRI; Age 50
Thomas L. Delaney 1984 Private Investor; Age 69
Ronald C. Geiser 1985 Retired; formerly President
and Director of Cenwest;
Age 70
David F. Irvin 1984 Sole Owner, The
Irvin/McKelvy Company
(sales and engineering
for mining and industrial
services); Age 81
David L. Johnson 1984 Retired; formerly Vice
President and Corporate
Secretary, Pennsylvania
Manufacturers' Corporation
(insurance holding company);
Age 70
Robert F. Koslow 1993 Chairman of the Board of
Peoples of W. PA; Age 64
Joseph W. Proske 1984 Retired; formerly Vice
President-Engineering,
Kane Magnetics International
(manufacturer of magnetic
components); Director of
CSC; Age 63
E. James Trimarchi 1982 Chairman of the Board of
the Corporation; Director
of FCB, FCTC, FCIA, FCPRI,
CSC, CTCLIC, and New Mexico
Banquest Investors Corp
("NMB"); Age 77
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Continuing Directors Whose Terms End in 2002:
Sumner E. Brumbaugh 1992 Retired; formerly Chairman of
the Board of Central;
President, Brumbaugh Insurance
Group; Age 71
Ray T. Charley 1998 President, Thomi Co.
(retail grocers); Director
of Southwest; Age 48
Edward T. Cote 1984 Associate, The Wakefield
Group (Investment
Banking); and Director of NMB;
Age 63
Clayton C. Dovey, Jr. 1985 Retired; formerly
Chairman of the Board of
Cenwest; Age 75
Johnston A. Glass 1986 President and Chief
Executive Officer of FCB;
Formerly President of
NBOC; Director of FCB and
FCPRI; Age 50
Dale P. Latimer 1984 Chairman of the Board and
Chief Executive Officer,
R & L Development Company
(heavy construction);
Director of FCB and NMB;
Age 69
Joseph E. O'Dell 1994 President and Chief
Executive Officer of the
Corporation; formerly
President and Chief
Executive Officer of FCB;
Director of FCB, FCTC,
Southwest, FCIA, FCPRI, and
CSC; Age 54
David R. Tomb, Jr. 1983 Partner, Tomb and Tomb
(attorneys-at-law);
Senior Vice President,
Secretary and Treasurer
of the Corporation;
Director of FCB, FCTC,
FCIA, FCPRI, CSC, and
CTCLIC; Age 68
Board Committees
During 1999 there were 4 meetings of the Board of Directors of
the Corporation. All directors attended at least 75% of the total
number of meetings of the Board of Directors of the Corporation and
all committees of which they were members except for Mr. Hallstrom
and Mr. Irvin.
The Board of Directors of the Corporation has established
three standing committees: Executive, Audit, and Executive
Compensation. The Board has no standing Nominating Committee.
When the Board of Directors is not in session, the Executive
Committee, which is comprised of Directors Trimarchi (Chairman),
Tomb (Secretary), Brubaker, Brumbaugh, Dahlmann, Delaney, Geiser,
Glass, Heilman, Latimer, O'Dell and Robertshaw possesses and
exercises all the powers of the Board, except for matters which are
required by law to be acted upon by the full Board. The Executive
Committee considers major policy matters and makes reports and
recommendations to the Board. The Committee met 4 times in 1999.
The Audit Committee is comprised of Directors Latimer
(Chairman), Cote, Irvin, Newill and Proske and reviews the internal
auditing procedures and controls of the Corporation and its
subsidiaries. The Audit Committee also reviews reports of
examinations of the Subsidiary Banks received from state and
federal regulators, as well as reports from internal and external
auditors. The Audit Committee formally reports to the full Board
of Directors its evaluations, conclusions and recommendations with
respect to the condition of the Corporation, the Subsidiary Banks,
and CSC, and the effectiveness of their policies, practices and
controls. The Committee met 4 times in 1999.
The Executive Compensation Committee is comprised of Directors
Cote (Chairman), Irvin, Johnson and Latimer. The Committee met 4
times in 1999.
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The By-Laws of the Corporation require that any shareholder
who intends to nominate or cause to have nominated any candidate
for election to the Board of Directors (other than a candidate
proposed by the Corporation's then existing Board of Directors)
must notify the Secretary of the Corporation in writing not less
than 120 days in advance of the date the Corporation's proxy
statement is released to its shareholders in connection with the
previous year's annual meeting of shareholders called for the
election of directors (for the 2000 meeting of shareholders, such
notification must have been received by the Secretary on or before
November 27, 1999). Such notification must contain (to the extent
known by the notifying shareholder) the name, address, age,
principal occupation and number of shares of the Corporation owned
by each proposed nominee; the name, residence address and number of
shares of the Corporation owned by the notifying shareholder; the
total number of shares that, to the knowledge of the notifying
shareholder, will be voted for each proposed nominee; a description
of all arrangements or understandings between the shareholder and
each nominee and any other person or persons pursuant to which the
nomination or nominations are to be made by the shareholder; such
other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had the nominee been nominated by the Board of
Directors; and the written consent of each nominee, signed by such
nominee, to serve as a director of the Corporation if so elected.
The Board of Directors as a whole would consider nominations
submitted by a shareholder if submitted in accordance with the By-
Laws and otherwise in time for such consideration.
COMPENSATION OF DIRECTORS
Directors who currently serve in a management capacity at FCFC
or serve in an affiliate management capacity are compensated at the
rate of $1,000 per quarterly meeting attended. Other directors are
compensated at the rate of $1,750 per quarterly meeting attended as
well as an annual retainer of $12,000. During 1999, committee
members received $500 per committee meeting attended. The Board,
on recommendation of the Executive Compensation Committee and
outside independent consultants, has provided that for 2000,
committee members will receive $1,000 per committee meeting
attended.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth certain information regarding
compensation received by the Chief Executive Officer and the
remaining four most highly compensated named executive officers of
the Corporation.
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<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
Long-Term
Compensation:
Securities
Name and All Other Underlying
Principal Position Year Salary1 Bonus Compensation2 Options/SARs3
<S> <C> <C> <C> <C> <C>
Joseph E. O'Dell 1999 $363,161 $53,588 $85,448 36,746
President and Chief 1998 370,706 -0- 46,106 28,086
Executive Officer of 1997 381,000 -0- 16,866 44,594
the Corporation
E. James Trimarchi 1999 $364,499 $50,015 $17,504 24,942
Chairman of the Board 1998 355,000 -0- 17,088 19,064
of the Corporation 1997 356,000 -0- 16,866 30,270
David S. Dahlmann 4 1999 $295,276 $ -0- $52,519 28,540
Vice Chairman of the
Corporation and
President and Chief
Executive Officer of
Southwest
Johnston A. Glass 1999 $265,602 $35,725 $50,767 26,162
President and Chief 1998 252,838 -0- 29,047 18,724
Executive Officer 1997 256,800 -0- 16,866 29,730
of FCB
Gerard M. Thomchick 1999 $256,379 $31,810 $42,455 24,260
Sr. Executive Vice 1998 229,385 -0- 25,218 16,672
President and Chief 1997 231,300 -0- 16,866 26,472
Operating Officer of
the Corporation
</TABLE>
1 Includes compensation for services on boards and committees of
the Corporation.
2 Includes the matching and automatic contributions by the
Corporation to the individual's account in the Corporation's
401(k) Plan, the allocation of shares to the individual's
account in the ESOP, the matching and automatic contributions by
the Corporation to the individual's account in the Corporation's
Supplemental Executive Retirement Plan ("SERP") and the
actuarial value of the Corporation's contribution to the split
-dollar life insurance policies.
3 Adjusted to reflect a two for one stock split effected in the
form of a 100% stock dividend distributed on November 18, 1999.
4 Mr. Dahlmann first became an executive officer of the
Corporation in 1999 upon the merger of SWNC into the
Corporation.
The following tables set forth certain information regarding
stock options granted in 1999 to the Chief Executive Officer and
the remaining four most highly compensated named executive officers
of the Corporation.
<TABLE>
<CAPTION>
STOCK OPTION GRANTS IN FISCAL YEAR 1999*
% OF EXERCISE POTENTIAL REALIZED VALUE
TOTAL OPTIONS OR AT ASSUMED ANNUAL RATES
OPTIONS GRANTED TO BASE PRICE EXPIRATION OF STOCK PRICE APPRECIATION
NAME GRANTED EMPLOYEES PER SHARE DATE FOR OPTION TERM
5% 10%
<S> <C> <C> <C> <C> <C> <C>
Joseph E. O'Dell 36,746 12.84% $11.563 Jan 11, 2009 $261,973 $623,157
E. James Trimarchi 24,942 8.73 11.563 Jan 11, 2009 177,819 422,979
David S. Dahlmann 28,540 9.97 11.563 Jan 11, 2009 203,470 483,996
Johnston A. Glass 26,162 9.14 11.563 Jan 11, 2009 186,516 443,668
Gerard M. Thomchick 24,260 8.48 11.563 Jan 11, 2009 172,956 411,413
</TABLE>
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<TABLE>
<CAPTION>
AGGREGATE STOCK OPTION EXERCISES IN FISCAL YEAR 1999*
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF NUMBER OF
SECURITIES SECURITIES VALUE OF VALUE OF
UNDERLYING UNDERLYING UNEXERCISED UNEXERCISED &
UNEXERCISED UNEXERCISED & BUT EXERCISABLE UNEXERCISABLE
BUT EXERCISABLE UNEXERCISABLE IN-THE-MONEY IN-THE-MONEY
OPTIONS AT OPTIONS AT OPTIONS AT OPTIONS AT
NAME FISCAL YEAR END FISCAL YEAR END YEAR END YEAR END
<S> <C> <C> <C> <C>
Joseph E. O'Dell 109,426 -0- $292,686 $ -0-
E. James Trimarchi 74,276 -0- 215,070 -0-
David S. Dahlmann 28,540 -0- 12,558 -0-
Johnston A. Glass 74,616 -0- 167,816 -0-
Gerard M. Thomchick 67,404 -0- 184,954 -0-
*NOTE: Number of options granted and related exercise price has been restated to reflect a
two for one stock split during 1999.
</TABLE>
Notwithstanding anything to the contrary set forth in any of the
Corporation's previous filings under the Securities Act of 1933,
as amended, or the Securities and Exchange Act of 1934, as
amended, that might incorporate future filings, including this
Proxy Statement in whole or in part, the following report and the
Performance Graph on pages 18 and 19 shall not be incorporated by
reference into any such filings.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
TO: Board of Directors
The following is a report by the Executive Compensation
Committee of the Board of Directors of First Commonwealth
Financial Corporation. The objectives of the report are to
provide shareholders with an explanation of the overall executive
compensation philosophy, strategies, and specific compensation
plans.
EXECUTIVE COMPENSATION COMMITTEE
The Executive Compensation Committee is comprised of four
(4) non-employee directors selected from the Board of Directors
of First Commonwealth Financial Corporation. The Committee met
four times in 1999.
The Committee's goal is to maximize shareholder value by
establishing an executive compensation program consisting of
sufficient base compensation to attract and retain the most
highly qualified persons for the executive officer positions and
to supplement that basic compensation with incentive compensation
that puts each executive officer at risk and that provides
financial rewards only where the performance level of the
Corporation justifies such rewards.
Throughout 1999, the Committee followed a formal Executive
Compensation Program which is illustrated, in part, by the
following performed tasks:
1. Researching peer group compensation activities to ensure
both consistency and competitiveness in the composition
of the Corporation's executive compensation program.
2. Evaluating current and proposed components of the
Corporation's executive compensation program to ensure
consistency with its philosophy on executive
compensation.
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3. Ensuring that all regulatory requirements pertaining to
executive compensation are met.
4. Refining the executive compensation program on an
ongoing basis as a result of the above as well as
documenting and administering the Corporation's
executive compensation program.
5. Administering performance based retainer program for the
compensation of non-employee directors, in order to
increase shareholder value on both a short and long term
basis and to reduce transfer costs between directors and
shareholders.
Executive officers of the Corporation may, at the request of
the Committee, be present at meetings of the Committee for input
and discussion purposes. However, the executive officers have no
direct involvement with the decisions of the Committee, nor do
they have a vote on any issues addressed by the Committee.
Consultants and other independent advisors may also be utilized
by the Committee from time to time in a similar manner.
Each meeting of the Committee is documented in the form of
minutes and submitted to the Board of Directors.
EXECUTIVE COMPENSATION PHILOSOPHY AND POLICY
The backbone of the Executive Compensation Program is the
Executive Compensation Statement of Principles which has been
adopted by the Board of Directors. This Statement of Principles
provides guidance to the deliberations of the Executive
Compensation Committee and is the basis for its decisions. The
Statement of Principles emphasizes the view of the Corporation
that base compensation should be established based upon relevant
peer group comparisons, that wherever possible tax leverage
should be achieved by using plans that are tax advantaged and
that compensation should be designed to maximize the incentive of
the executive officers to increase the Corporation's long-term
performance.
Consistent with this objective, the Executive Compensation
Program is structured to foster decisions and actions which will
have a strong positive impact on the Corporation's long-term
performance. For this reason, participation in the programs
administered by the Executive Compensation Committee is limited
to those executives who have the greatest opportunity to affect
the achievements of the Corporation's long-term strategic
objectives.
The Executive Compensation Committee has established the
following parameters for executive compensation under the 1999
program:
1. An overall program which is not overly complex and may
be readily communicated and easily understood by
participants and shareholders.
2. Base salary that is at the fiftieth to seventy-fifth
percentile of the competitive rate for the position as
defined by selected peer group information.
3. Base salary adjustments which maintain internal equity.
4. An incentive-based compensation system, in which a cash
incentive bonus will be paid if justified on the basis
of the Corporation's financial performance for the year.
5. Utilization of IRS "qualified" plans whenever they are
in the best interests of both the executive officer and
the Corporation.
6. Use of equity-based compensation through the
Corporation's 1995 Compensatory Stock Option Plan to
provide a long-term incentive for the executive officers
of the Corporation to maximize the Corporation's stock
price and increase shareholder value.
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7. Use of special plans to equalize benefits between the
principal executive officers of the Corporation and
other officers and employees where, because of dollar
limitation or similar restrictions, benefit levels under
the Corporation's regular plans are restricted in the
amount that can be paid to senior executive officers.
The Executive Compensation Committee utilized several
factors to define an appropriate competitive peer group including
the type of company from which executive talent might be
recruited, a logical geographical region, organizational size and
structural complexity, organizational performance, and the
ability to identify and make relevant comparisons of executive
officer positions in terms of responsibilities and performance.
The 1999 peer group was structured utilizing this
methodology and philosophy and, in the opinion of the Committee,
represents a fair and reasonable standard against which executive
pay may be compared.
EXECUTIVE COMPENSATION PROGRAMS
The primary components of the Corporation's Executive
Compensation Program are base salaries, benefits, participation
in the Corporation's Stock Option Plan and a cash performance-
based incentive plan. Under the latter program a cash incentive
bonus will be paid to the executive officers if the increase in
primary earnings per share as compared with the previous year is
at least eight percent (ten percent in the case of the four
highest paid executive officers). This move is consistent with
industry and peer group trends regarding greater emphasis being
placed on performance which is incentive based and which is at
risk for the executive. This provides an incentive to the
executives to increase the Corporation's financial performance
and enhances shareholder value.
Base salaries are assessed by taking into account the
position, responsibilities, and competitive salary data as
generally defined by comparable peer group information from
similarly sized bank and bank holding companies in the Middle
Atlantic and adjacent states. Executive officer compensation was
set to correspond within the overall range of the peer group
data. Program participants are also eligible to partake in the
normal benefit programs available to employees of the Corporation
and its affiliates.
Executive officers are included in the Compensatory Stock
Option Plan which was approved by the Board of Directors in 1995
and the shareholders in 1996. The Executive Compensation
Committee is authorized to grant incentive stock options and non-
qualified stock options to key employees of the Corporation and
its subsidiaries. These stock options enable the optionee to
purchase the Corporation's common stock at its market price on
the day of the grant of the option. To date, four separate
grants have been made, one each in 1996, 1997, 1998 and 1999.
The options granted in 1996 vested on June 3, 1999, and may be
exercised any time prior to the expiration date of June 3, 2006.
Additional options, which were granted in 1997, vested on
December 31, 1997 and may be exercised at any time prior to the
expiration date of February 25, 2007. Additional options were
also granted in 1998, vested on December 31, 1998 and may be
exercised at any time prior to the expiration date of March 1,
2008. Finally, additional options were also granted in 1999,
vested on December 31, 1999 and may be exercised at any time
prior to the expiration date of January 11, 2009. The Committee
plans to continue using the granting of such options as a
performance-based incentive program that encourages the long-term
increase of the Corporation's share price and enhances
shareholder value.
When the shareholders originally approved the Corporation's
1995 Compensatory Stock Option Plan, they authorized that up to
1,000,000 shares of the Corporation's stock be used for the
purpose of granting stock options (equivalent to 2,000,000 shares
after reflecting the 1999 two for one stock split effected in the
form of a 100% stock dividend). The available shares have been
essentially used with the 1999 series of stock option grants.
Accordingly, the Committee focused on reviewing the Stock Option
Plan during 1999 from the point of view of both the shareholders
and the participants in order to determine whether the original
goals of the Plan are being met. In
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conducting its review, the following specific goals of the Plan
are regarded as most significant by the Committee:
1. A method of rewarding executives for performance and
accordingly incenting those executives to increase the
long-term value of the Corporation's stock.
2. A financially efficient reward system since it requires
neither a cash commitment by the Corporation nor, under
present accounting rules, constitutes an expense on
the income statement of the Corporation. However, the
Corporation may elect to purchase some or all of the
shares for the use of the Plan by repurchase from the
public market, in which case cash would be required to
effectuate the repurchase. Present accounting rules
require disclosure, in a note, of the pro forma
effect on earnings had the Plan been expensed.
3. A means of reducing the transfer cost between
shareholders and Corporate executives by providing
entrepreneurial rewards and incentives to those
Corporate executives.
The Committee believes that these goals have been more than
met in the four years that the Plan has been active and
accordingly recommended to the Board of Directors that it
recommend to the shareholders that they authorize an additional
2,500,000 shares (on a post-split basis) for grant under the
Plan.
In addition, executive officers may also participate in the
Executive Officer Loan/Stock Purchase Plan which provides for
corporate sponsored loans at market rates primarily for the
purchase of the Corporation's common stock.
CHIEF EXECUTIVE OFFICER COMPENSATION
In 1999, Mr. O'Dell completed his fifth year as President
and Chief Executive Officer of the Corporation. He received a
base salary of approximately $359,000, with cash incentive
compensation of approximately $54,000, which was well within the
peer group's range of compensation for this position.
Mr. O'Dell led the Corporation through another historic and
highly successful year. Implementation of the strategic plan has
again fundamentally expanded the size and scope of the
Corporation and has positioned it for further expansion in future
years.
Specifically, the 1998 merger of the Corporation with SWNC,
located in Greensburg, PA, has increased the size of the
Corporation by almost one-third. Following on that increase,
reported earnings for 1999 were equal to $53.0 million, an
increase of 59% over the 1998 period. Both the dollar amount and
percentage increase were the largest since the Corporation was
established as a financial services holding company. The 1998
period included a number of special and nonrecurring charges;
excluding these charges and gains in sale of loans, branches and
securities, net income increased 22% from 1998 to 1999 while
basic earnings per share increased 24%.
This excellent performance is ahead of the strategic plan
schedule and represents the strategic vision of Mr. O'Dell and
his top management team.
Another area which benefited from Mr. O'Dell's technical
background is the Corporation's timely applications of its
computer systems for Year 2000 compliance. Mr. O'Dell's
technical expertise as a former manager of the Systems Group has
enabled him to work very closely with Rosemary Krolick, Executive
Vice President and Chief Information Officer, to assure that the
Corporation met all of its Year 2000 system and compliance
requirements. As a result of this preparation, the Corporation's
systems were up and running on January 3, 2000 without any
material transitional problems or difficulties.
Mr. O'Dell has further implemented his strategic plan during
1999 by transitioning the partner banks and financial planning
subsidiaries to provide a broad range of full scope financial
services through the Corporation's integrated seamless operating
units. This will not only meet a broad range of financial needs
for present and future customers, but enable such needs to be
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met in a competitive and synergistic manner thus increasing the
profitability and competitiveness of the Corporation as a whole.
In 1999 Mr. O'Dell was an eligible participant in the
Corporation's 401(k) Plan and ESOP. As such, he received
contributions from the Corporation to both plans in 1999.
1999 OTHER EXECUTIVE COMPENSATION ACTIONS
In addition to that described above, in 1999 the Executive
Compensation Committee made its fourth set of grants under the
Stock Option Incentive Plan and recommended to the Board of
Directors the first set of option grants to non-employee
directors of the Corporation, in accordance with the amendment to
the Option Plan approved by the shareholders during 1999. The
executive officers and other key members of management, including
the affiliate and partner bank presidents and their respective
senior staffs, were awarded such grants.
In addition, the Committee explored various plan designs for
enhancing shareholder value by increasing performance incentive
compensation.
Submitted by the Executive Compensation Committee:
Edward T. Cote, Chairman David F. Irvin
David L. Johnson Dale P. Latimer
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PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly
percentage change in the cumulative total shareholder return on
the Corporation's Common Stock against the cumulative total
return of the Russell 2000 Index and an Index for Pennsylvania
Bank Holding Companies with assets between one and five billion
dollars, including F.N.B. Corporation, Fulton Financial Corp.,
USBANCORP Inc., S&T Bancorp Inc. and Susquehanna Bancshares Inc.,
for the five years commencing January 1, 1995 and ending December
31, 1999.
Cumulative Five Year Total Return
First Commonwealth vs. Russell 2000 and Peer Group
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Peer Group Index 100.00 134.14 159.75 266.88 245.09 208.10
First Commonwealth
Financial Corporation 100.00 135.18 149.75 292.14 211.13 216.08
Russell 2000 Index 100.00 128.45 149.64 183.10 178.44 216.37
</TABLE>
Assumes that the value of the investment in FCFC Common Stock and
each index was $100 on January 1, 1995 and that all dividends were
reinvested.
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In previous years, the performance graphs were comparing yearly
changes in the Corporation's cumulative total shareholder return for
the past five years with the cumulative total shareholder return on
the Standard & Poor's 500 ("S&P 500") Stock Index. The Corporation
feels that the Russell 2000 Index is more comparable than the S&P 500
Index since it includes companies that are of a more comparable
market capitalization. Management believes that the Corporation has
been included in the Russell 2000 Index since 1995.
The rules of the SEC require that if an index is selected which
is different from the market index used in the immediately preceding
fiscal year, the Corporation's total return must be compared with
both the newly selected index and the index used in the immediately
preceding year. Accordingly, the following graph compares the
cumulative total shareholder return on the Corporation's Common Stock
against the cumulative total return of the S&P 500 Index and the
above mentioned index of selected Pennsylvania Bank Holding
Companies, for the five years commencing January 1, 1995, and ending
December 31, 1999.
Cumulative Five Year Total Return
First Commonwealth vs. S&P 500 and Peer Group
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Peer Group Index 100.00 134.14 159.75 266.88 245.09 208.10
First Commonwealth
Financial Corporation 100.00 135.18 149.75 292.14 211.13 216.08
S&P 500 Index 100.00 137.58 169.03 225.44 289.79 350.77
</TABLE>
Assumes that the value of the investment in FCFC Common Stock and
each index was $100 on January 1, 1995 and that all dividends were
reinvested.
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EXECUTIVE COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
The Executive Compensation Committee consists of Directors Cote,
Johnson, Latimer and Irvin. No member was an officer or employee of
the Corporation during 1999 nor has ever been an officer or employee
of the Corporation or a subsidiary. Further, during 1999, no
executive officer of the Corporation served on a compensation
committee (or other board committee performing equivalent functions)
or Board of Directors of any entity related to the above named
Committee members or of any entity whose executive officers served as
a director of the Corporation.
INTERESTS OF NOMINEES, DIRECTORS AND OFFICERS IN CERTAIN TRANSACTIONS
David S. Dahlmann serves as Vice Chairman of FCFC and President
and CEO of Southwest pursuant to an employment agreement which became
effective December 31, 1998. Mr. Dahlmann's agreement is for five
(5) years followed by successive one (1) year automatic renewals
unless either party gives contrary written notice. In exchange for
his services Mr. Dahlmann will receive cash compensation equal to
three hundred thousand dollars ($300,000) per year in the form of
base pay which is subject to increases as the Employer may deem
appropriate. In addition, Mr. Dahlmann is eligible to receive all of
the same employee benefits as other employees of the Employer who are
at a similar level and classification. As such he is a participant
in the Cash Incentive Bonus Plan, Supplemental Executive Retirement
Plan, Split-Dollar Life Insurance Plan, Compensatory Stock Option
Plan, 401(k), ESOP, and the group health, disability, and life
insurance plans. Should the Employer terminate Mr. Dahlmann's
employment without cause at any time, or should Mr. Dahlmann
terminate his employment for good reason, the Employer shall pay him
an amount equal to twelve (12) month's base salary at his then
current rate of compensation. In addition, the Employer shall
continue to pay its share of Mr. Dahlmann's health insurance premiums
for a period of not more than eighteen (18) months. Should the
Employer terminate Mr. Dahlmann for just cause he shall have no right
to compensation or other benefits for any period after the date of
termination. If during the term of the agreement a change in control
of the Employer occurs as defined by the agreement, Mr. Dahlmann may
terminate his employment for a period of up to (12) months following
such a change. He would then be eligible for a severance payment
based upon the average aggregate annual compensation for a defined
period of time multiplied by three (3). The Employer would assume
responsibility for the full cost of the health insurance premium for
eighteen (18) months plus provide six (6) months of outplacement
assistance with an external provider.
In November 1986, Unitas entered into a Supplemental Executive
Benefit Agreement with Robert C. Williams, President of Unitas, which
provides Mr. Williams with certain benefits in the event of a change
in control. Should Mr. Williams' employment with Unitas be
terminated pursuant to a change in control, Unitas shall make payment
to him for services in an amount equal to his last full regular
monthly compensation prior to the change in control for a period of
36 months following the change in control. A termination pursuant to
a change in control may occur with a merger, consolidation,
acquisition, reorganization, sale of assets or significant stock
acquisition of Unitas. The compensation payable upon a change in
control is unfunded and would be paid out of general assets of Unitas
or its successor if they became payable.
At the 1996 Annual Meeting, the shareholders approved and
ratified the Corporation's Change in Control Agreement Program for
the Corporation's executive officers and certain other key employees.
Except as described below, all of the agreements are identical in all
material respects.
If, within one year following the occurrence of a change in
control, the employer involuntarily terminates the employment of the
executive (other than for cause as defined below), substantially
reduces the executive's title, responsibilities, power or authority,
reduces the executive's base compensation, assigns duties which are
inconsistent with previous duties, or undertakes similar actions, a
severance benefit equal to one year's base compensation (payable in
twelve monthly installments) will thereupon be payable to the former
executive.
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Health insurance and other principal employee benefits will be
continued during that one year period. If the former executive
enters into competitive employment during the one year period,
severance payments will cease. Cause for termination shall arise if
the executive commits a felony resulting in, or intended to result
in, monetary harm to the Corporation, its customers, or affiliates,
or if the executive intentionally fails to perform his duties for 30
consecutive days following written notice from the Corporation that
such duties are not being performed.
The agreement with Mr. O'Dell, the President and Chief Executive
Officer of the Corporation, provides for severance payments to be
made if the employer involuntarily terminates the employment of the
executive (other than for cause as defined above), or undertakes
similar action as described above, within three years of a change in
control (rather than one year as described above for other
agreements). Furthermore, Mr. O'Dell's agreement provides a
severance benefit equal to three year's compensation (payable in
thirty-six monthly installments) with continuation of health
insurance and other principal employee benefits during that period.
In addition, Mr. O'Dell may also trigger the payment of severance
benefits (in the same amount and under the same conditions described
above) by voluntarily terminating employment within one year
following a change in control. However, the voluntary termination
provision will no longer be available once Mr. O'Dell attains normal
retirement age under any of the Corporation's regular retirement
plans.
Separate agreements with Mr. Thomchick, Senior Executive Vice
President of the Corporation and Mr. Glass, President and CEO of FCB
are identical to Mr. O'Dell's agreement in all material respects
except that severance payments are triggered only if the involuntary
termination of employment or other triggering event occurs within two
years of the change in control and the total severance benefit in his
case is equal to two years compensation (payable in twenty-four
monthly installments).
In December 1998, FCB executed an agreement with Mr. Glass who
serves as President and Chief Executive Officer of FCB. The
agreement defines the severance package Mr. Glass would receive
should his employment be terminated by the Employer for reasons other
than for just cause prior to his sixty-third (63rd) birthday. Should
such a termination occur Mr. Glass would receive compensation
payments for twenty-four (24) months following his separation. The
payments would be based upon the rate of annual compensation he was
receiving at the time of separation. Mr. Glass would be prohibited
from employment with a competitor, directly or indirectly, in the
Employer's market area in the twenty-four (24) months following his
termination without just cause. The Employer is obligated to
continue to pay its share of the cost of health insurance premiums
for Mr. Glass for a period of twenty-four (24) months following his
separation. Mr. Glass may also elect to invoke the terms of the
agreement by terminating his employment for any reason. The
agreement permits the Employer to terminate Mr. Glass for just cause
at any time. The agreement does not call for the payment of any
compensation or benefit coverage should a just cause termination
occur. The agreement does not diminish the rights of Mr. Glass under
any other existing agreements, including a change of control
agreement.
During 1999, David R. Tomb, Jr., attorney-at-law, and the law
firm of Tomb and Tomb of which Mr. Tomb is a partner performed legal
services for the Corporation and FCB. Mr. Tomb is a director and
executive officer of the Corporation. The fees paid for services
during 1999 were $70,274.
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APPROVAL OF AUTHORIZATION TO USE
ADDITIONAL SHARES IN CONNECTION
WITH THE CORPORATION'S 1995
COMPENSATORY STOCK OPTION PLAN
At the 1996 Annual Meeting, the shareholders approved the
Corporation's 1995 Compensatory Stock Option Plan (the "Option
Plan"). A description of the Option Plan, together with the full text
of the Option Plan, appeared in the proxy dated April 20, 1996, and
the discussion below, to the extent that it relates to the Option
Plan, is qualified in its entirety by the full text of the Option
Plan as set forth in Exhibit A to the 1996 proxy. A copy of the 1996
proxy statement may be obtained without charge upon written request
to David R. Tomb, Jr., Secretary/Treasurer, Box 400, Indiana,
Pennsylvania 15701.
The Option Plan currently authorizes the grant of up to
2,000,000 shares. These shares have been essentially used through
prior grants. The Corporation's Board of Directors recommends that
the Option Plan be amended to increase the number of shares
authorized for grants from 2,000,000 to 4,500,000, an increase of
2,500,000 shares. The Board believes that grants under the Option
Plan have been an important component of the Corporation's success by
contributing to the motivation of the Corporation's employees. The
Board believes that additional grants in the future to motivate and
reward new and existing employees of the Corporation and its
subsidiaries are in the best interest of the Corporation and will
further enhance the Corporation's long-term performance.
The Board of Directors recommends that the shareholders vote
"FOR" the amendment to the Option Plan to increase the number of
shares of the Corporation's stock available for grant under the
Option Plan as described herein.
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ACCOUNTANTS
Deloitte & Touche LLP ("Deloitte & Touche") was selected by the
Board of Directors to serve as the Corporation's independent
certified public accountant for its 1999 fiscal year.
The Board of Directors also has selected Deloitte & Touche as
the Corporation's independent certified public accountant for the
2000 fiscal year. A representative of Deloitte & Touche is expected
to be present at the Annual Meeting and will have an opportunity to
make a statement, if he desires to do so, and to respond to
appropriate questions.
ANNUAL REPORT
A copy of the Corporation's Annual Report for the fiscal year
ended December 31, 1999 is enclosed with this Proxy Statement.
A COPY OF THE CORPORATION'S FORM 10-K ANNUAL REPORT FOR 1999 AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MAY BE OBTAINED
WITHOUT CHARGE UPON WRITTEN REQUEST TO: DAVID R. TOMB, JR.,
SECRETARY/TREASURER, BOX 400, INDIANA, PENNSYLVANIA 15701.
SHAREHOLDER PROPOSALS
Proposals of Corporation shareholders intended to be presented
at the Annual Meeting of Shareholders to be held in the year 2001
must be received by the Secretary of the Corporation not later than
November 26, 2000 in order to be considered for inclusion in the
Corporation's proxy statement for that meeting.
In connection with the 2001 Annual Meeting of Shareholders, if the
Corporation does not receive notice of a matter or proposal to be
considered (whether or not the proponent thereof intends to include
such matter or proposal in the proxy statement of the Corporation) on
or before February 8, 2001 (45 days prior to mailing date of this
year's proxy) then the persons appointed by the Board of Directors to
act as the proxies for such annual meeting will be allowed to use
their discretionary voting authority with respect to any such matter
or proposal at such annual meeting, if such matter or proposal is
raised at such annual meeting.
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APPENDIX
(PROXY CARD)
(This Section Intentionally Blank)
Detach Proxy Card Here
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1. Election of the following FOR all WITHHOLD AUTHORITY*EXCEPTIONS
nominees as Directors to nominees to vote for all
serve for terms ending listed nominees listed
in 2002 below below
Nominees: E. H. Brubaker, Thomas J. Hanford, H. H. Heilman Jr.,
James W. Newill, John A. Robertshaw Jr., Laurie Stern Singer,
and Robert C. Williams
(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, mark the "Exceptions" box and write that nominee's name in
the space provided below.)
*Exceptions
2. Proposal to amend the 1995 Compensatory Stock Option Plan.
FOR AGAINST ABSTAIN
Change of Address
and or Comments
Comments Mark Here
Please sign exactly as name appears hereon. When signing as
attorney, executor, administrator, trustee or guardian, please give
your full title as such. For joint accounts each joint owner should
sign. If a corporation, please sign in full corporate name by
President or other authorized officer, giving your full title as
such. If a partnership, please sign in name by authorized person,
giving your full title as such.
Date:________________________________________, 2000
_____________________________________________ (Seal)
Signature
_____________________________________________ (Seal)
Signature if held jointly
Please Sign, Date, and Return the Proxy Promptly Using the Enclosed
Envelope
Votes must be indicated x
(x) in Black or Blue ink.
<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION
Old Courthouse Square, 22 North Sixth Street
Indiana, Pennsylvania 15701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 24, 2000
The Annual Meeting of Shareholders of First Commonwealth
Financial Corporation will be held at 654 Philadelphia Street,
Indiana, PA on Monday, April 24, 2000 at 3:00 p.m., local time,
for the following purposes:
1. To elect seven Directors to serve for terms expiring in
2003.
2. To consider an amendment to the Corporation's 1995
Compensatory Stock Option Plan.
3. To act on such other matters as may properly come
before the Meeting.
Only holders of Common Stock of First Commonwealth Financial
Corporation of record at the close of business on March 10, 2000
will be entitled to vote at the meeting or any adjournment
thereof.
To be sure that your vote is counted, we urge you to complete and
sign the proxy/voting instruction card below, detach it from this
letter and return it in the postage paid envelope enclosed in
this package. The giving of such proxy does not affect your
right to vote in person if you attend the meeting.
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FIRST COMMONWEALTH FINANCIAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 24, 2000
This Proxy is Solicited on Behalf of the Board of Directors of
First Commonwealth Financial Corporation
The undersigned shareholder of First Commonwealth Financial
Corporation ("the Corporation") hereby appoints Terry R. Bunton,
Daniel McAnulty and Lori Marshall, and each of them, as proxies
of the undersigned to vote at the Annual Meeting of Shareholders
of the Corporation which the undersigned would be entitled to
vote if personally present on the following matters and such
other matters as may properly come before the meeting.
This proxy when properly executed will be voted in the
manner directed herein. If no direction is made, this proxy will
be voted FOR Proposal 1 and Proposal 2.
The undersigned hereby revokes all previous proxies for the
Annual Meeting of Shareholders, hereby acknowledges receipt of
the Notice of Annual Meeting and Proxy Statement furnished
therewith and hereby ratifies all that the said proxies may do by
virtue hereof.
(Continued, and to be signed and dated on the reverse side.)
FIRST COMMONWEALTH FINANCIAL CORPORATION
P.O. BOX 11003
NEW YORK, NY 10203-0003
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