SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): July 15,1998
Southwest National Corporation
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-11026 25-1409649
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
111 South Main Street, Greensburg, Pa. 15601
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(724) 834-2310
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
On July 15, 1998, the registrant entered into a definitive
agreement to be acquired by First Commonwealth Financial Corp-
oration ("First Commonwealth"). First Commonwealth is a
Pennsylvania chartered bank holding company headquartered in
Indiana, Pennsylvania. First Commonwealth provides personal and
commercial banking services through First Commonwealth Bank;
trust and investment services through First Commonwealth Trust
Company and insurance and annuity products through First
Commonwealth Insurance Agency. Financial planning and brokerage
services are provided through Hefren-Tillotson, Inc. of
Pittsburgh through a strategic alliance. First Commonwealth
traces its banking origins through First Commonwealth Bank to
1866 which maintains 82 community offices throughout Western
Pennsylvania. First Commonwealth has total assets of
approximately $3.2 billion and equity of $279 million at June 30,
1998. First Commonwealth shares are traded on the New York Stock
Exchange under the symbol "FCF".
Under the terms of the agreement, each share of Southwest
stock will be exchanged for First Commonwealth common stock at a
fixed exchange ratio of 2.9 shares of First Commonwealth. Based
on the closing price of FCF on July 14, of $30.4375, the
transaction has a current market value of $268 million or $88.27
per Southwest share. The transaction has been structured to be a
tax-free reorganization accounted for as a pooling-of-interests.
In connection with the execution of the definitive agreement,
Southwest has granted to First Commonwealth an option to purchase
19.9% of Southwest's outstanding common stock, should certain
events occur.
On a pro-forma basis, as of June 30, 1998, First Common-
wealth would have total assets of over $4 billion, total equity
of $363 million and market capitalization of $930 million. Its
98 branch franchise will cover most major markets in Western
Pennsylvania. The transaction is expected to be accretive to
earnings per share in fiscal year 1999, while also increasing
projected return on equity and return on assets.
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
Dated July 30, 1998
Southwest National Corporation
(Registrant)
By /S/Donald A. Lawry
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Donald A. Lawry
Secretary and Treasurer
(Chief Financial Officer)
