-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TrxswAfIkzZzO9HqwR0fVJFboyDk2qRfUUuDOnALqhVUigELBOXjNvIJI1LrIf3b yIvpCID8f7ovqz80o0+hwQ== 0000712537-99-000008.txt : 19990317 0000712537-99-000008.hdr.sgml : 19990317 ACCESSION NUMBER: 0000712537-99-000008 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST COMMONWEALTH FINANCIAL CORP /PA/ CENTRAL INDEX KEY: 0000712537 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 241428528 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-11138 FILM NUMBER: 99566385 BUSINESS ADDRESS: STREET 1: OLD COURTHOUSE SQUARE STREET 2: 22 N SIXTH ST CITY: INDIANA STATE: PA ZIP: 15701 BUSINESS PHONE: 4123497220 MAIL ADDRESS: STREET 1: 22 NORTH SIXTH STREET STREET 2: P.O. BOX 400 CITY: INDIANA STATE: PA ZIP: 15701 8-K/A 1 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 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". 1 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 2
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 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 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
-4- 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 -----END PRIVACY-ENHANCED MESSAGE-----