-----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, V83nHFPWqvB86qj0Za96rbK0KeprP6EVUUtD9PphzHIoKlIf6VyTVMltTqKtbTkp CIl/RwIrb3XC6u+fEc4C6Q== 0000712537-05-000041.txt : 20050901 0000712537-05-000041.hdr.sgml : 20050901 20050901150013 ACCESSION NUMBER: 0000712537-05-000041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050901 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050901 DATE AS OF CHANGE: 20050901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST COMMONWEALTH FINANCIAL CORP /PA/ CENTRAL INDEX KEY: 0000712537 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251428528 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11138 FILM NUMBER: 051064562 BUSINESS ADDRESS: STREET 1: OLD COURTHOUSE SQUARE STREET 2: 22 N SIXTH ST CITY: INDIANA STATE: PA ZIP: 15701 BUSINESS PHONE: 7243497220 MAIL ADDRESS: STREET 1: 22 NORTH SIXTH STREET STREET 2: P.O. BOX 400 CITY: INDIANA STATE: PA ZIP: 15701 8-K 1 branchsale0905.htm FD DISCLOSURE SECURITIES AND EXCHANGE COMMISSION

UNITED STATES
 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): September 1, 2005  


          
First Commonwealth Financial Corporation            
(Exact name of registrant as specified in its charter)




   Pennsylvania   

 

    0-11242    

 

     25-1428528      

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification Number)

 

 

 

 

        22 N. Sixth Street, Indiana, PA         

 

     15701     

(Address of Principal Executive Offices)

 

(Zip Code)

 


Registrant's telephone number, including area code:  (724) 349-7220   



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 7.01     REGULATION FD


On September 1, 2005, First Commonwealth Financial Corporation issued a news release announcing that First Commonwealth Bank, a wholly-owned subsidiary of First Commonwealth Financial Corporation agreed to sell five of its branch offices to Clearfield Bank and Trust Company.  The transaction represents a premium on deposits and is expected to generate a pre-tax gain of approximately $9.2 million ($6.0 million after tax).  The gain should be included in First Commonwealth's financial results for the fourth quarter of 2005.  A copy of this news release is furnished herein as exhibit 99. 

Statements contained in this Form 8-K that are not historical facts are forward-looking statements as that item is defined in the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from estimated results.  Such risks and uncertainties are detailed in the Company's filings with the Securities and Exchange Commission.




Item 9.01     FINANCIAL STATEMENTS AND EXHIBITS


(c)

Exhibits

 


Exhibit 99 First Commonwealth Financial Corporation News Release dated September 1, 2005





 


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 hereunto duly authorized.


Dated:  September 1, 2005

                              FIRST COMMONWEALTH FINANCIAL CORPORATION
                                   (Registrant)


                              By:  /S/JOHN J. DOLAN              
                                   John J. Dolan
                                   Executive Vice President and
                                   Chief Financial Officer


EX-99 2 branchsale_ex99.htm NEWS RELEASE DATED SEPTEMBER 1, 2005 *** NEWS RELEASE ***

Exhibit 99 First Commonwealth Financial Corporation News Release dated September 1, 2005



*** NEWS RELEASE ***



TO:

All Area News Agencies

 

For More Information Contact:

 

 

 

 

FROM:

First Commonwealth

 

John Dolan, Executive Vice President and

 

Financial Corporation

 

Chief Financial Officer

 

 

 

First Commonwealth Financial Corporation

DATE:

September 1, 2005

 

(724) 349-7220



FIRST COMMONWEALTH BANK CONTINUES
BRANCH OPTIMIZATION STRATEGY


Sells Branch Offices


INDIANA, PA - First Commonwealth Bank, a wholly-owned subsidiary of First Commonwealth Financial Corporation (NYSE:FCF), announced today that it has agreed to sell five of its branch offices and one drive-thru location to Clearfield Bank and Trust Company.  Clearfield Bank and Trust Company is the principal subsidiary of CBT Financial headquartered in Clearfield, PA and currently has seven branches located in Clearfield and surrounding counties. Under terms of the purchase and assumption agreement, Clearfield Bank and Trust Company will acquire the First Commonwealth Bank branch offices located in Huntingdon, Mount Union, Saxton, Three Springs and Williamsburg, PA.  Clearfield Bank and Trust Company will assume approximately $112.2 million of deposit liabilities associated with these offices.  The transaction is subject to regulatory approvals and is expected to settle in the fourth quarter of 2005.  The transaction represents a premium on deposits and is expected to generate a pre-tax gain of approximately $9.2 million ($6.0 million after tax) and should be included in the Corporation's fourth quarter 2005 financial results.

The branch sale is part of First Commonwealth's continuing branch network optimization initiative to focus efforts to expand in the higher growth markets.  Under the branch optimization plan First Commonwealth expects to construct or renovate a total of nine branch offices in 2005, as compared to the four in 2004.  These branch offices include three relocations, two renovations and four de novo offices.  First Commonwealth opened two de novo branch offices in Washington County, one of the Pittsburgh region's fastest growing counties, late in the first quarter of 2005.  Additionally, First Commonwealth opened its newest full-service de novo branch in the Village at Pittsburgh Mills in Tarentum, PA on July 14, 2005.  Pittsburgh Mills is expected to become one of the largest tourist attractions in Pennsylvania within three years.  Two



of the three offices expected to be relocated in 2005 have been completed to date.  Deposit and loan growth at the three newly opened branch offices are on track to exceed the growth rates of the branches being sold.  More than 40 percent of the banks are now located in growth counties.  The company has increased its branch presence in Allegheny County, one of Western Pennsylvania's most densely populated counties, by 475 percent during the last two years to 23 branches.

First Commonwealth Financial Corporation is a $6.2 billion financial services holding company headquartered in Indiana, PA.  It operates through First Commonwealth Bank in 16 counties in western and central Pennsylvania with 105 branches and 110 ATMs. Financial services and insurance products are provided through First Commonwealth Insurance Agency, First Commonwealth Trust Company and First Commonwealth Financial Advisors.  The Corporation also owns First Commonwealth Systems Corporation, a data processing subsidiary, First Commonwealth Professional Resources, Inc., a support services subsidiary, and jointly owns Commonwealth Trust Credit Life Insurance Company, a credit life reinsurance company.

This press release contains "forward-looking statements," within the meaning of the Private Securities Litigation Reform Act of 1995 that involve significant risks and uncertainties. Such forward-looking statements may be identified by the use of such words as "believe," "expect," "anticipate," "should," "planned," "estimated," "intended," and "potential." Actual results could differ materially from those contained in or implied by such statements for a variety of reasons including, but not limited to-: the timing and magnitude of changes in interest rates; changes in accounting principles, policies or guidelines; changes in regional, nations and global economic conditions; changes in regulatory requirements, and significant changes in the securities markets. Consequently, all forward-looking statements made in this press release are qualified by these cautionary statements, and the cautionary language in First Commonwealth's most recent Annual Report on Form 10-K and other documents filed with the Securities and Exchange Commission.





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