-----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, Tl1judkvhrlo5IRlkYYNpTXx5I6nGo36504xjLDOhkLi07ENgWBdkhzPAzPjs/Rn 2iioP/IgIeRS5JqrntMc0g== 0001036050-99-001865.txt : 19990908 0001036050-99-001865.hdr.sgml : 19990908 ACCESSION NUMBER: 0001036050-99-001865 CONFORMED SUBMISSION TYPE: SC 13E4 PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 19990907 SUBJECT COMPANY: 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: SC 13E4 SEC ACT: SEC FILE NUMBER: 005-35134 FILM NUMBER: 99707175 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 FILED BY: 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: SC 13E4 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 SC 13E4 1 SCHEDULE 13E-4 THIS DOCUMENT IS A COPY OF THE SCHEDULE 13E-4 FILED ON SEPTEMBER 1, 1999 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION. AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 1999 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) FIRST COMMONWEALTH FINANCIAL CORPORATION (Name of issuer) FIRST COMMONWEALTH FINANCIAL CORPORATION (Name of Person(s) Filing Statement) COMMON STOCK, $1.00 PAR VALUE PER SHARE (Title of Class of Securities) 319829107 (CUSIP Number of Class of Securities) David R. Tomb, Jr., Esq. Senior Vice President, Secretary and Treasurer First Commonwealth Financial Corporation Old Courthouse Square 22 North Sixth Street Indiana, PA 15701 (724) 349-7220 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) COPIES TO: Robert M. Jones, Jr., Esq. Drinker Biddle & Reath LLP Eighteenth and Cherry Streets Philadelphia, PA 19103 (215) 988-2700 ------------ August 31, 1999 (Date Tender Offer First Published, Sent or Given to Security Holders) ------------ CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE* - -------------------------------------------------------------------------------- $52,000,000 $10,400 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- * Calculated solely for the purpose of determining the filing fee, based upon the purchase of 2,000,000 shares at the maximum tender offer price of $26.00 per share. The filing fee was calculated at the rate of 1/50th of 1% of the Transaction Value. [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. ------------ Amount Previously Paid: N/A Filing Party: N/A Form or Registration No.: N/A Date Filed: N/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- -2- ITEM 1. SECURITY AND ISSUER. (a) The issuer of the securities to which this Schedule 13E-4 relates is First Commonwealth Financial Corporation, a Pennsylvania corporation (the "Company"), and the address of its principal executive office, and its mailing address, is Old Courthouse Square, 22 North Sixth Street, Indiana, PA 15701. (b) This Schedule 13E-4 relates to the offer by the Company to purchase up to 2,000,000 shares (or such lesser number of shares as are properly tendered) of its common stock, $1.00 par value per share (the "Shares"), of which 30,991,646 Shares were outstanding as of August 18, 1999, at prices of not less than $23.00 nor in excess of $26.00 per Share in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 31, 1999 (the "Offer to Purchase"), and in the related Letter of Transmittal (which together constitute the "Offer"), copies of which are attached as Exhibits (a)(1) and (a)(2), respectively, and incorporated herein by reference. Employees, officers and directors of the Company may participate in the Offer on the same basis as the Company's other shareholders. The information set forth in "Introduction," "Section 1--Number of Shares; Proration" and "Section 11--Interest of Directors and Executive Officers; Transactions and Arrangements Concerning Shares" of the Offer to Purchase is incorporated herein by reference. (c) The information set forth in "Introduction" and "Section 7--Price Range of Shares; Dividends" of the Offer to Purchase is incorporated herein by reference. (d) Not applicable. ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a)-(b) The information set forth in "Section 10--Source and Amount of Funds" of the Offer to Purchase is incorporated herein by reference. ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. (a)-(j) The information set forth in "Introduction," "Section 8--Purpose of the Offer; Certain Effects of the Offer," "Section 10--Source and Amount of Funds," "Section 11--Interest of Directors and Executive Officers; Transactions and Arrangements Concerning Shares" and "Section 12--Effects of the Offer on the Market for Shares; Registration Under the Exchange Act" of the Offer to Purchase is incorporated herein by reference. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER. The information set forth in "Section 11--Interest of Directors and Officers; Transactions and Arrangements Concerning Shares" and "Schedule A" of the Offer to Purchase is incorporated herein by reference. -3- ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES. The information set forth in "Introduction," "Section 8--Purpose of the Offer; Certain Effects of the Offer" "Section 10--Source and Amount of Funds," and "Section 11--Interest of Directors and Executive Officers; Transactions and Arrangements Concerning Shares" of the Offer to Purchase is incorporated herein by reference. ITEM 6. PERSONS RETAINED, EMPLOYED, OR TO BE COMPENSATED. The information set forth in "Introduction" and "Section 16--Fees and Expenses" of the Offer to Purchase is incorporated herein by reference. ITEM 7. FINANCIAL CONDITION. (a)-(b) The information set forth in "Section 9--Certain Information Concerning the Company" of the Offer to Purchase is incorporated herein by reference. ITEM 8. ADDITIONAL INFORMATION. (a) Not applicable. (b) The information set forth in "Section 13--Certain Legal Matters; Regulatory Approvals" of the Offer to Purchase is incorporated herein by reference. (c) The information set forth in "Section 12--Effects of the Offer on the Market for Shares; Registration Under the Exchange Act" of the Offer to Purchase is incorporated herein by reference. (d) Not applicable. (e) The information set forth in the Offer to Purchase and Letter of Transmittal is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. (a)(1)Form of Offer to Purchase, dated August 31, 1999. (2) Form of Letter of Transmittal (including Certification of Taxpayer Identification Number on Form W-9). (3) Form of Notice of Guaranteed Delivery. (4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. -4- (5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (including the Instruction Form). (6) Form of Letter to Shareholders of the Company, dated August 31, 1999, from Joseph E. O'Dell, President and Chief Executive Officer of the Company. (7) Form of Letter to Participants in ESOP of First Commonwealth Financial Corporation (including Director Form, Instructions and Question and Answer Brochure). (8) Form of Letter to Participants in 401(k) Retirement Savings & Investment Plan of First Commonwealth Financial Corporation (including Director Form, Instructions and Question and Answer Brochure). (9) Form of Notice to Participants in First Commonwealth Financial Corporation Employee Stock Ownership Plan and 401(k) Retirement Savings & Investment Plan. (10) Form of Question and Answer Brochure. (11) Text of Press Release issued by the Company, dated July 13, 1999. (12) Text of Press Release issued by the Company, dated August 31, 1999. (13) Text of Press Announcement to be published in local and regional newspapers on August 31, 1999. (b) Not applicable. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. August 31, 1999 FIRST COMMONWEALTH FINANCIAL CORPORATION By: /s/ Joseph E. O'Dell ------------------------------------ Joseph E. O'Dell President and Chief Executive Officer -5- EX-99.9(A)1 2 FORM OF OFFER TO PURCHASE, DATED AUG. 31, 1999 EX99.9(A)1 FIRST COMMONWEALTH FINANCIAL CORPORATION Offer to Purchase for Cash Up to 2,000,000 Shares of its Common Stock, Par Value $1.00 Per Share At a Purchase Price Not Less Than $23.00 Nor in Excess of $26.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 29, 1999 UNLESS THE OFFER IS EXTENDED. First Commonwealth Financial Corporation, a Pennsylvania corporation (the "Company"), offers to purchase from its shareholders up to 2,000,000 shares of its Common Stock, par value $1.00 per share (the "Shares"), at a price, net to the seller in cash, without interest thereon, of not less than $23.00 nor in excess of $26.00 per Share as specified by each tendering shareholder, upon the terms and subject to the conditions set forth herein and in the related Letter of Transmittal (which together constitute the "Offer"). The Company will determine a single per Share price (not less than $23.00 nor in excess of $26.00 per Share) that it will pay for the Shares validly tendered pursuant to the Offer and not withdrawn (the "Purchase Price"), taking into consideration the number of Shares so tendered and the prices specified by the tendering shareholders. The Company will select the Purchase Price that will allow it to purchase 2,000,000 Shares (or such lesser number of Shares as are validly tendered and not withdrawn at prices of not less than $23.00 nor in excess of $26.00 per Share) pursuant to the Offer. The Company will purchase all Shares validly tendered at prices at or below the Purchase Price and not withdrawn on or prior to the Expiration Date (as defined in Section 1), upon the terms and subject to the conditions of the Offer, including the provisions thereof relating to proration described herein. The Purchase Price will be paid in cash, net to the seller, without interest thereon, with respect to all Shares purchased. All Shares tendered at prices in excess of the Purchase Price and Shares not purchased because of proration will be returned. Shareholders must complete the section of the Letter of Transmittal relating to the price at which they are tendering Shares in order to validly tender Shares. --------------- THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 6. --------------- IMPORTANT Any shareholder desiring to tender all or any portion of his or her Shares should either (1) complete and sign the Letter of Transmittal or a facsimile thereof in accordance with the instructions in the Letter of Transmittal, mail or deliver it and any other required documents to The Bank of New York (the "Depositary"), and either mail or deliver the certificates representing Shares to be tendered to the Depositary along with the Letter of Transmittal or deliver such Shares pursuant to the procedure for book-entry transfer set forth in Section 3 or (2) request his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him or her. A shareholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if he or she desires to tender such Shares. SHAREHOLDERS WHO DESIRE TO TENDER SHARES AND WHOSE CERTIFICATES FOR SUCH SHARES ARE NOT IMMEDIATELY AVAILABLE OR WHO CANNOT COMPLY WITH THE PROCEDURE FOR BOOK-ENTRY TRANSFER BY THE EXPIRATION DATE MUST TENDER SUCH SHARES BY FOLLOWING THE PROCEDURES FOR GUARANTEED DELIVERY SET FORTH UNDER "SECTION 3--PROCEDURE FOR TENDERING SHARES." SHAREHOLDERS MUST PROPERLY COMPLETE THE LETTER OF TRANSMITTAL, INCLUDING THE SECTION OF THE LETTER OF TRANSMITTAL RELATING TO THE PRICE AT WHICH THEY ARE TENDERING SHARES, IN ORDER TO EFFECT A VALID TENDER OF THEIR SHARES. THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH SHAREHOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE. EMPLOYEES, DIRECTORS AND EXECUTIVE OFFICERS MAY PARTICIPATE IN THE OFFER ON THE SAME BASIS AS THE COMPANY'S OTHER SHAREHOLDERS. The Dealer Manager/Information Agent for the Offer is: KEEFE, BRUYETTE & WOODS, INC. The date of this Offer to Purchase is August 31, 1999 As of August 18, 1999, the Company had issued and outstanding 30,991,646 Shares, and had reserved 897,756 Shares for issuance upon exercise of currently exercisable stock options under the Company's Incentive Stock Option Plan. The 2,000,000 Shares that the Company is offering to purchase pursuant to the Offer represent approximately 6.5% of the Shares then outstanding. The Shares are traded on the New York Stock Exchange. The Shares trade under the symbol "FCF." On August 25, 1999, the closing price of the Shares as reported on the New York Stock Exchange was $23.625 per Share. SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. Questions or requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal or other tender offer materials may be directed to the Dealer Manager/Information Agent at its addresses and telephone numbers set forth on the back cover of this Offer to Purchase, and such copies will be furnished promptly at the Company's expense. Shareholders may also contact their local broker, dealer, commercial bank or trust company for assistance concerning the Offer. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE COMPANY AS TO WHETHER SHAREHOLDERS SHOULD TENDER SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE RELATED LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH OTHER INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. TABLE OF CONTENTS
Section Page - ------- ---- INTRODUCTION.............................................................. 1 1. NUMBER OF SHARES; PRORATION......................................... 2 2. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES......................... 3 3. PROCEDURE FOR TENDERING SHARES...................................... 3 4. WITHDRAWAL RIGHTS................................................... 7 5. ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE PRICE...... 7 6. CERTAIN CONDITIONS OF THE OFFER..................................... 8 7. PRICE RANGE OF SHARES; DIVIDENDS.................................... 10 8. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER.................. 11 9. CERTAIN INFORMATION CONCERNING THE COMPANY.......................... 12 10. SOURCE AND AMOUNT OF FUNDS......................................... 21 11. INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING SHARES..................................... 21 12. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE EXCHANGE ACT................................................... 23 13. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS........................ 23 14. CERTAIN FEDERAL INCOME TAX CONSEQUENCES............................ 24 15. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS................ 27 16. FEES AND EXPENSES.................................................. 27 17. ADDITIONAL INFORMATION............................................. 28 18. MISCELLANEOUS...................................................... 28
i To the Holders of Shares of Common Stock of First Commonwealth Financial Corporation: INTRODUCTION First Commonwealth Financial Corporation, a Pennsylvania corporation (the "Company" or "FCF"), offers to purchase from its shareholders up to 2,000,000 shares of its Common Stock, par value $1.00 per share (the "Shares"), at a price, net to the seller in cash, without interest thereon, of not less than $23.00 nor in excess of $26.00 per Share as specified by each tendering shareholder, upon the terms and subject to the conditions set forth herein and in the related Letter of Transmittal (which together constitute the "Offer"). The Company will determine a single per Share price (not less than $23.00 nor in excess of $26.00 per Share) that it will pay for the Shares validly tendered pursuant to the Offer and not withdrawn (the "Purchase Price"), taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select the Purchase Price that will allow it to purchase 2,000,000 Shares (or such lesser number of Shares as is validly tendered and not withdrawn at prices of not less than $23.00 nor in excess of $26.00 per Share) pursuant to the Offer. The Company will purchase all Shares validly tendered at prices at or below the Purchase Price and not withdrawn on or prior to the Expiration Date (as defined in Section 1), upon the terms and subject to the conditions of the Offer, including the provisions relating to proration described below. The Purchase Price will be paid in cash, net to the seller, without interest thereon, with respect to all Shares purchased. Shares tendered at prices in excess of the Purchase Price and Shares not purchased because of proration will be returned. THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6. If more than 2,000,000 Shares have been validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date, the Company will purchase Shares first from shareholders who owned beneficially as of the close of business on August 25, 1999, and continue to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares who properly tender all their Shares at or below the Purchase Price, and then on a pro rata basis from all other shareholders who validly tender Shares at or below the Purchase Price. See Sections 1 and 2. Tendering shareholders will not be obligated to pay brokerage commissions, solicitation fees or, subject to the Instructions to the Letter of Transmittal, stock transfer taxes on the purchase of Shares by the Company. The Company will pay the expenses of Keefe, Bruyette & Woods, Inc. (the "Dealer Manager/Information Agent") and The Bank of New York (the "Depositary") incurred in connection with the Offer (other than the fees and expenses of Keefe, Bruyette & Woods, Inc.'s legal counsel). See Section 16. ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 THAT IS INCLUDED IN THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO UNITED STATES FEDERAL INCOME TAX BACKUP WITHHOLDING EQUAL TO 31% OF THE GROSS PROCEEDS PAYABLE TO SUCH SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTIONS 3 AND 14. THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE OFFER. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS, HOWEVER, MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH SHAREHOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE. EMPLOYEES, OFFICERS AND DIRECTORS OF THE COMPANY MAY PARTICIPATE IN THE OFFER ON THE SAME BASIS AS THE COMPANY'S OTHER SHAREHOLDERS. The Shares are traded on the New York Stock Exchange. The Shares trade under the symbol "FCF." On August 25, 1999 the closing price of the Shares on the New York Stock Exchange was $23.625 per Share. See Section 7. SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. 1 Questions or requests for assistance or for additional copies of the Offer to Purchase, the Letter of Transmittal or other tender offer materials may be directed to the Dealer Manager/Information Agent at: Dealer Manager Information Agent Keefe, Bruyette & Woods, Inc. Keefe, Bruyette & Woods, Inc. Two World Trade Center 211 Bradenton Avenue 85th Floor Dublin, Ohio 43017-3541 New York, NY 10048 Toll free: (877) 298-6520 Toll free: (800) 966-1559 1. NUMBER OF SHARES; PRORATION Upon the terms and subject to the conditions described herein and in the Letter of Transmittal, the Company will purchase up to 2,000,000 Shares that are validly tendered on or prior to the Expiration Date (as defined below) (and not properly withdrawn in accordance with Section 4) at a price (determined in the manner set forth below) of not less than $23.00 nor in excess of $26.00 per Share. The later of 5:00 p.m., New York City time, on September 29, 1999 or the latest time and date to which the Offer is extended, is referred to herein as the "Expiration Date." If the Offer is oversubscribed as described below, only Shares tendered at or below the Purchase Price on or prior to the Expiration Date will be eligible for proration. The proration period expires on the Expiration Date. The Company will determine the Purchase Price taking into consideration the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select the Purchase Price that will allow it to purchase 2,000,000 Shares (or such lesser number of Shares as is validly tendered and not withdrawn at prices of not less than $23.00 nor in excess of $26.00 per Share) pursuant to the Offer. Subject to Section 15, the Company reserves the right, in its sole discretion, to purchase more than 2,000,000 Shares pursuant to the Offer, but does not currently plan to do so. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6. In accordance with Instruction 5 of the Letter of Transmittal, each shareholder who wishes to tender Shares must specify the price (not less than $23.00 nor in excess of $26.00 per Share) at which such shareholder is willing to have the Company purchase such Shares. As promptly as practicable following the Expiration Date, the Company will determine the Purchase Price (not less than $23.00 nor in excess of $26.00 per Share) that it will pay for Shares validly tendered and not withdrawn pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. All Shares purchased pursuant to the Offer will be purchased at the Purchase Price. All Shares not purchased pursuant to the Offer, including Shares tendered at prices greater than the Purchase Price and Shares not purchased because of proration, will be returned to the tendering shareholders at the Company's expense as promptly as practicable following the Expiration Date. Upon the terms and subject to the conditions of the Offer, if 2,000,000 or fewer Shares have been validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date, the Company will purchase all such Shares. Upon the terms and subject to the conditions of the Offer, if more than 2,000,000 Shares have been validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date, the Company will purchase Shares in the following order of priority: (a) first, all Shares validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date by or on behalf of any shareholder who owned beneficially, as of the close of business on August 25, 1999 and continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares and who validly tenders all of such Shares (partial tenders will not qualify for this preference) and completes the box captioned "Odd Lots" on the Letter of Transmittal; and (b) then, after purchase of all of the foregoing Shares, all other Shares validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date on a pro rata basis, if necessary (with appropriate adjustments to avoid purchases of fractional Shares). 2 If proration of tendered Shares is required, (i) because of the difficulty in determining the number of Shares validly tendered and (ii) as a result of the "odd lot" procedure described in Section 2, the Company does not expect that it would be able to announce the final proration factor or to commence payment for any Shares purchased pursuant to the Offer until approximately seven (7) New York Stock Exchange trading days after the Expiration Date. Preliminary results of proration will be announced by press release as promptly as practicable after the Expiration Date. Holders of Shares also may obtain such preliminary information from the Dealer Manager/Information Agent. As described under "Section 14--Certain Federal Income Tax Consequences," the number of Shares that the Company will purchase from a shareholder may affect the federal income tax consequences to the shareholder of such purchase and therefore may be relevant to a shareholder's decision whether to tender Shares. The Company expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the period of time during which the Offer is open by giving oral or written notice of such extension to the Depositary and making a public announcement thereof. See Section 15. There can be no assurance, however, that the Company will exercise its right to extend the Offer. For purposes of the Offer, a "business day" means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time. Copies of this Offer to Purchase and the related Letter of Transmittal are being mailed to record holders of Shares and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the Company's shareholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares. 2. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES All Shares validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date by or on behalf of any shareholder who owned beneficially, as of the close of business on August 25, 1999, and continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares, will be accepted for purchase before proration, if any, of other tendered Shares. Partial tenders will not qualify for this preference, and it is not available to beneficial holders of 100 or more Shares, even if such holders have separate stock certificates for fewer than 100 Shares. By accepting the Offer, a shareholder owning beneficially fewer than 100 Shares will avoid the payment of brokerage commissions and the applicable odd lot discount payable in a sale of such Shares in a transaction effected on a securities exchange. As of August 18, 1999, there were approximately 12,700 holders of record of Shares. Approximately 2,200 of these holders of record held individually fewer than 100 Shares and held in the aggregate approximately 110,500 Shares. Because of the large number of Shares held in the names of brokers and nominees, the Company is unable to determine the exact number of beneficial owners of fewer than 100 Shares or the aggregate number of Shares they own. Any shareholder wishing to tender all of his or her Shares pursuant to this Section should complete the box captioned "Odd Lots" on the Letter of Transmittal. The special odd lot purchase rules described above do not apply to any Shares held in the Company Employee Stock Ownership Plan ("ESOP") and the Company 401(k) Plan ("401(k) Plan"). 3. PROCEDURE FOR TENDERING SHARES To tender Shares validly pursuant to the Offer, a properly completed and duly executed Letter of Transmittal or manually signed facsimile thereof, together with any required signature guarantees and any other documents required by the Letter of Transmittal, must be received by the Depositary at its address set forth on 3 the back cover of this Offer to Purchase and either (i) certificates for the Shares to be tendered must be received by the Depositary at such address, (ii) such Shares must be delivered pursuant to the procedures for book-entry transfer described below (and a confirmation of such delivery received by the Depositary), or (iii) the tendering shareholder must comply with the guaranteed delivery procedure described below, in each case on or prior to the Expiration Date. IN ACCORDANCE WITH INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, IN ORDER TO TENDER SHARES PURSUANT TO THE OFFER, A SHAREHOLDER MUST INDICATE IN THE SECTION CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED" ON THE LETTER OF TRANSMITTAL THE PRICE (IN MULTIPLES OF $0.50) AT WHICH SUCH SHARES ARE BEING TENDERED. Shareholders wishing to tender Shares at more than one price must complete separate Letters of Transmittal for each price at which such Shares are being tendered. The same Shares cannot be tendered at more than one price. FOR A TENDER OF SHARES TO BE VALID, A PRICE BOX, BUT ONLY ONE PRICE BOX, ON EACH LETTER OF TRANSMITTAL MUST BE CHECKED. In addition, holders of odd lots who tender all such Shares must complete the box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery, in order to qualify for the preferential treatment described in Section 2. The Depositary will establish an account with respect to the Shares at the Depository Trust Company ("DTC") (hereinafter referred to as the "Book- Entry Transfer Facility") for purposes of the Offer within two business days after the date of this Offer to Purchase, and any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the procedures of the Book-Entry Transfer Facility. Although delivery of Shares may be effected through book-entry transfer, a properly completed and duly executed Letter of Transmittal or a manually signed copy thereof, or an Agent's Message (as defined below), together with any required signature guarantees and any other required documents, must, in any case, be transmitted to and received by the Depositary at its address set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date. Delivery of required documents to the Book-Entry Transfer Facility in accordance with its procedures does not constitute delivery to the Depositary and will not constitute a valid tender. The term "Agent's Message" means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgement from the participant in the Book-Entry Transfer Facility tendering the Shares, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce such agreement against the participant. Except as set forth below, all signatures on a Letter of Transmittal must be guaranteed by a firm that is a member of a registered national securities exchange or the National Association of Securities Dealers, Inc., or by a commercial bank, a trust company, a savings bank, a savings and loan association or a credit union which has membership in an approved Signature Guarantee Medallion Program (each of the foregoing being referred to as an "Eligible Institution"). Signatures on a Letter of Transmittal need not be guaranteed if (a) the Letter of Transmittal is signed by the registered holder of the Shares (which term, for the purposes of this Section, includes any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the holder of the Shares) tendered therewith and such holder has not completed the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the Letter of Transmittal or (b) such Shares are tendered for the account of an Eligible Institution. See Instructions 1 and 6 of the Letter of Transmittal. If a shareholder desires to tender Shares pursuant to the Offer and such shareholder's certificates are not immediately available (or the procedures for book-entry transfer cannot be completed on a timely basis) or time 4 will not permit all required documents to reach the Depositary by the Expiration Date, such Shares may nevertheless be tendered provided that all of the following conditions are satisfied: (a) such tender is made by or through an Eligible Institution; (b) the Depositary receives (by hand, mail, telegram or facsimile transmission), on or prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form the Company has provided with this Offer to Purchase (indicating the price at which the Shares are being tendered) and includes a guarantee by an Eligible Institution in the form set forth in such Notice; and (c) the certificates for all tendered Shares in proper form for transfer (or confirmation of book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents required by the Letter of Transmittal, are received by the Depositary within three New York Stock Exchange trading days after the date the Depositary receives such Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. TO PREVENT UNITED STATES FEDERAL INCOME TAX BACKUP WITHHOLDING EQUAL TO 31% OF THE GROSS PAYMENTS MADE PURSUANT TO THE OFFER, EACH TENDERING SHAREHOLDER MUST PROVIDE THE DEPOSITARY WITH SUCH SHAREHOLDER'S CORRECT TAXPAYER IDENTIFICATION NUMBER AND CERTAIN OTHER INFORMATION BY PROPERLY COMPLETING THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL. FOREIGN SHAREHOLDERS (AS DEFINED IN SECTION 14) MUST SUBMIT A PROPERLY COMPLETED FORM W-8 (WHICH MAY BE OBTAINED FROM THE DEPOSITARY) IN ORDER TO PREVENT BACKUP WITHHOLDING. IN GENERAL, BACKUP WITHHOLDING DOES NOT APPLY TO CORPORATIONS OR TO FOREIGN SHAREHOLDERS SUBJECT TO 30% (OR LOWER TREATY RATE) WITHHOLDING ON GROSS PAYMENTS RECEIVED PURSUANT TO THE OFFER (AS DISCUSSED IN SECTION 14). FOR A DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES TO TENDERING SHAREHOLDERS, SEE SECTION 14. EACH SHAREHOLDER IS URGED TO CONSULT WITH HIS OR HER OWN TAX ADVISOR REGARDING HIS, HER OR ITS QUALIFICATION FOR EXEMPTION FROM BACKUP WITHHOLDING AND THE PROCEDURE FOR OBTAINING ANY APPLICABLE EXEMPTION. As of August 18, 1999, a total of 54,763 shares were held in the 401(k) Plan, all of which were allocated to participant accounts, and 1,184,603 shares were held by the ESOP, of which 819,295 were allocated to participant accounts. Shares allocated to participants' accounts will, subject to the limitations of the Employee Retirement Income Security Act of 1974, as amended, and applicable regulations thereunder ("ERISA"), be tendered by the trustees of the ESOP and the 401(k) Plan according to the instructions of participants. The trustees will make available to the participants whose accounts hold allocated Shares all documents furnished to shareholders of the Company in connection with the Offer generally and will provide additional information in separate letters with respect to the operations of the Offer to the participants. Each such participant also will receive a form upon which the participant may instruct the trustees regarding the Offer. Each participant may direct that all or some of the Shares allocated to the participants' accounts be tendered. Participants also will be afforded withdrawal rights. See "Section 4--Withdrawal Rights." Each of the ESOP trustee and the 401(k) Plan trustee will aggregate by price all tenders received by it at such price and will execute a Letter of Transmittal on behalf of all beneficiaries under the ESOP and 401(k) Plan, respectively, who desire to tender at such price. DELIVERY OF A LETTER OF TRANSMITTAL BY A 5 SHAREHOLDER OF SHARES HELD IN THE ESOP OR 401(k) PLAN DOES NOT CONSTITUTE PROPER TENDER OF SUCH SHARES. PROPER TENDER OF SUCH SHARES CAN ONLY BE MADE BY THE APPLICABLE TRUSTEE WHO IS THE RECORD OWNER OF SUCH SHARES. If a shareholder desires to tender Shares not held in the ESOP or 401(k) Plan, as well as Shares held in the ESOP or 401(k) Plan, such shareholder must properly complete and duly execute a Letter of Transmittal for the Shares not held in the ESOP or 401(k) Plan and deliver such Letter of Transmittal to the Depositary. Such shareholder should also follow the directions above for tendering Shares held in the ESOP or 401(k) Plan. The ESOP trustee and 401(k) Plan trustee cannot include non-ESOP Shares or non-401(k) Plan Shares in their Letter(s) of Transmittal. Under ERISA the Company will be prohibited from purchasing any Shares from the ESOP and the 401(k) Plan (including Shares allocated to the accounts of participants) if the Purchase Price is less than the prevailing market price of the Shares on the date the Shares are accepted for payment pursuant to the Offer. If Shares tendered from the ESOP and the 401(k) Plan would have been accepted pursuant to the terms of the Offer except for this prohibition, such Shares shall automatically be deemed to be withdrawn. Shareholders who participate in the Company's Dividend Reinvestment Plan who want to tender Shares under that plan should mark the appropriate box on the Letter of Transmittal and follow the relevant instructions therein. It is a violation of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a person to tender Shares for his or her own account unless the person so tendering (i) has a net long position equal to or greater than the amount of (x) Shares tendered or (y) other securities immediately convertible into, exercisable or exchangeable for the amount of Shares tendered and will acquire such Shares for tender by conversion, exercise or exchange of such other securities and (ii) will cause such Shares to be delivered in accordance with the terms of the Offer. Rule 14e-4 provides a similar restriction applicable to the tender on behalf of another person. The tender of Shares pursuant to any one of the procedures described above will constitute the tendering shareholder's representation and warranty that (i) such shareholder has a net long position in the Shares being tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act, and (ii) the tender of such Shares complies with Rule 14e-4. The Company's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering shareholder and the Company upon the terms and subject to the conditions of the Offer. All questions as to the Purchase Price, the form of documents, the number of Shares to be accepted and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties. The Company reserves the absolute right to reject any or all tenders of Shares that it determines are not in proper form or the acceptance for payment of or payment for Shares that may, in the opinion of the Company's counsel, be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in any tender of any particular Shares, and the Company's interpretation of the terms of the Offer (including the instructions in the Letter of Transmittal) will be final and binding on all parties. No tender of Shares will be deemed to be properly made until all defects and irregularities have been cured or waived to the Company's satisfaction. None of the Company, the Dealer Manager/Information Agent, the Depositary or any other person is or will be under any duty to give notice of any defect or irregularity in tenders, nor shall any of them incur any liability for failure to give any such notice. CERTIFICATES FOR SHARES, TOGETHER WITH A PROPERLY COMPLETED LETTER OF TRANSMITTAL (OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE) AND ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL, MUST BE DELIVERED TO THE DEPOSITARY AND NOT TO THE COMPANY. ANY SUCH DOCUMENTS DELIVERED TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT BE PROPERLY TENDERED. 6 4. WITHDRAWAL RIGHTS Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after 12:00 midnight, New York City time, October 27, 1999, unless theretofore accepted for payment by the Company as provided in this Offer to Purchase. If the Company extends the period of time during which the Offer is open, is delayed in purchasing Shares or is unable to purchase Shares pursuant to the Offer for any reason, then, without prejudice to the Company's rights under the Offer, the Depositary may, on behalf of the Company, retain all Shares tendered, and such Shares may not be withdrawn except as otherwise provided in this Section 4, subject to Rule 13e- 4(f)(5) under the Exchange Act, which provides that the issuer making the tender offer shall either pay the consideration offered, or return the tendered securities promptly after the termination or withdrawal of the tender offer. Tenders of Shares made pursuant to the Offer may not be withdrawn after the Expiration Date, except that they may be withdrawn after 12:00 midnight, New York City time, October 27, 1999, unless accepted for payment by the Company as provided in this Offer to Purchase. For a withdrawal to be effective, a shareholder of Shares held in physical form must provide a written, telegraphic or facsimile transmission notice of withdrawal to the Depositary at its address set forth on the back cover page of this Offer to Purchase, which notice must contain: (A) the name of the person who tendered the Shares; (B) a description of the Shares to be withdrawn (including the number of Shares being withdrawn); (C) the certificate numbers shown on the particular certificates evidencing such Shares; (D) the signature of such shareholder executed in the same manner as the original signature on the Letter of Transmittal (including any signature guarantee (if such original signature was guaranteed)); and (E) if such Shares are held by a new beneficial owner, evidence satisfactory to the Company that the person withdrawing the tender has succeeded to the beneficial ownership of the Shares. A purported notice of withdrawal which lacks any of the required information will not be an effective withdrawal of a tender previously made. A withdrawal prior to the Expiration Date must be made by a notice of withdrawal delivered to the Depository prior to the Expiration Date. A shareholder of Shares held with the Book-Entry Transfer Facility must call such shareholder's broker and instruct such broker to withdraw such tender of Shares and instruct such broker to provide a written, telegraphic or facsimile transmission notice of withdrawal to the Depositary on or before the Expiration Date. A purported notice of withdrawal which lacks any of the applicable required information noted above will not be an effective withdrawal of a tender previously made. Any permitted withdrawals of tenders of Shares may not be rescinded, and any Shares so withdrawn will thereafter be deemed not validly tendered for purposes of the Offer; provided, however, that Shares withdrawn prior to the Expiration Date may be re-tendered by following the procedures for tendering prior to the Expiration Date. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties. None of the Company, the Dealer Manager/Information Agent, the Depositary, or any other person is or will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or incur any liability for failure to give any such notification. 5. ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE PRICE Upon the terms and subject to the conditions of the Offer and as promptly as practicable after the Expiration Date, the Company will determine the Purchase Price, taking into consideration the number of Shares tendered and the prices specified by tendering shareholders, announce the Purchase Price, and (subject to the proration provisions of the Offer) accept for payment and pay the Purchase Price for Shares validly tendered and not withdrawn at or below the Purchase Price. Thereafter, payment for all Shares validly tendered on or prior to 7 the Expiration Date and accepted for payment pursuant to the Offer will be made by the Depositary by check as promptly as practicable. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (or of a timely confirmation of a book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal or a manually signed copy thereof, with any required signature guarantees, or, in the case of a book- entry delivery an Agent's Message, and any other required documents. For purposes of the Offer, the Company shall be deemed to have accepted for payment (and thereby purchased), subject to proration, Shares that are validly tendered and not withdrawn as, if and when it gives oral or written notice to the Depositary of the Company's acceptance for payment of such Shares. In the event of proration, the Company will determine the proration factor and pay for those tendered Shares accepted for payment as soon as practicable after the Expiration Date. However, the Company does not expect to be able to announce the final results of any such proration until approximately seven (7) New York Stock Exchange trading days after the Expiration Date. The Company will pay for Shares that it has purchased pursuant to the Offer by depositing the aggregate Purchase Price therefor with the Depositary. The Depositary will act as agent for tendering shareholders for the purpose of receiving payment from the Company and transmitting payment to tendering shareholders. Under no circumstances will interest be paid on amounts to be paid to tendering shareholders, regardless of any delay in making such payment. Certificates for all Shares not purchased, including all Shares tendered at prices greater than the Purchase Price and Shares not purchased because of proration, will be returned (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to an account maintained with the Book- Entry Transfer Facility by the participant therein who so delivered such Shares) as promptly as practicable following the Expiration Date without expense to the tendering shareholder. Payment for Shares may be delayed in the event of difficulty in determining the number of Shares properly tendered or if proration is required. See Section 1. In addition, if certain events occur, the Company may not be obligated to purchase Shares pursuant to the Offer. See Section 6. The Company will pay or cause to be paid any stock transfer taxes with respect to the sale and transfer of any Shares to it or its order pursuant to the Offer. If, however, payment of the Purchase Price is to be made to, or a portion of the Shares delivered (whether in certificated form or by book entry) but not tendered or not purchased are to be registered in the name of any person other than the registered holder, or if tendered Shares are registered in the name of any person other than the person signing the Letter of Transmittal (unless such person is signing in a representative or fiduciary capacity), the amount of any stock transfer taxes (whether imposed on the registered holder, such other person or otherwise) payable on account of the transfer to such person will be deducted from the Purchase Price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. See Instruction 7 to the Letter of Transmittal. ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY AND SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL (OR, IN THE CASE OF A FOREIGN INDIVIDUAL, A FORM W-8) MAY BE SUBJECT TO REQUIRED FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAID TO SUCH SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION 3. 6. CERTAIN CONDITIONS OF THE OFFER Notwithstanding any other provision of the Offer, the Company will not be required to accept for payment or pay for any Shares tendered, and may terminate or amend and may postpone (subject to the requirements of the Exchange Act for prompt payment for or return of Shares tendered) the acceptance for payment of Shares tendered, if at any time after August 31, 1999 and at or before the Expiration Date any of the following shall have occurred (or shall have been determined by the Company to have occurred) which, in the 8 Company's judgment in any such case and regardless of the circumstances (including any action or omission to act by the Company), makes it undesirable or inadvisable to proceed with the Offer or acceptance of Shares for purchase or payment: (a) there shall have been threatened, instituted or pending any action or proceeding by any government or governmental, regulatory or administrative agency or authority or tribunal or any other person, domestic or foreign, or before any court, authority, agency or tribunal that (i) challenges the acquisition of Shares pursuant to the Offer or otherwise in any manner relates to or affects the Offer or (ii) in the sole judgment of the Company, could materially and adversely affect the business, condition (financial or other), income, operations or prospects of the Company and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of the Company or any of its subsidiaries or materially impair the Offer's contemplated benefits to the Company; (b) there shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer or the Company or any of its subsidiaries, by any legislative body, court, authority, agency or tribunal which, in the Company's sole judgment, would or might directly or indirectly (i) make the acceptance for payment of, or payment for, some or all of the Shares illegal or otherwise restrict or prohibit consummation of the Offer, (ii) delay or restrict the ability of the Company, or render the Company unable, to accept for payment or pay for some or all of the Shares, (iii) materially impair the contemplated benefits of the Offer to the Company or (iv) materially affect the business, condition (financial or other), income, operations or prospects of the Company and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of the Company or any of its subsidiaries; (c) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market, (ii) any significant decline in the market price of the Shares or in the general level of market prices of equity securities in the United States or abroad, (iii) any change in the general political, market, economic or financial condition in the United States or abroad that could have a material adverse effect on the Company's business, condition (financial or otherwise), income, operations, prospects or ability to obtain financing generally or the trading in the Shares, (iv) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation on, or any event which, in the Company's sole judgment, might affect the extension of credit by lending institutions in the United States, (v) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, in the Company's sole judgment, a material acceleration or worsening thereof; (d) a tender or exchange offer with respect to some or all of the Shares (other than the Offer), or a merger, acquisition or other business combination proposal for the Company, shall have been proposed, announced or made by another person or group (within the meaning of Section 13(d)(3) of the Exchange Act); (e) (i) any entity, group (as that term is used in Section 13(d)(3) of the Exchange Act), or person (other than entities, groups or persons, if any, who have filed with the Securities and Exchange Commission (the "Commission") on or before August 31, 1999, a Schedule 13G or a Schedule 13D with respect to any of the Shares) shall have acquired or proposed to acquire beneficial ownership of more than 5% of the outstanding Shares; or (ii) such entity, group or person that has publicly disclosed any such beneficial ownership of more than 5% of the Shares prior to such date shall have acquired, or proposed to acquire, beneficial ownership of additional Shares constituting more than 2% of the outstanding Shares or shall have been granted any option or right to acquire beneficial ownership of more than 2% of the outstanding Shares; or (iii) any person or group shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 reflecting an intent to acquire the Company or any of its Shares; 9 (f) there shall have occurred any event or events that has resulted, or may in the sole judgment of the Company result, directly or indirectly, in an actual or threatened change in the business, assets, liabilities, condition (financial or other), income, operations, stock ownership, capital structure or prospects of the Company and its subsidiaries; or (g) any change in the general political, market, economic or financial conditions in the United States or abroad that in the Company's opinion has or may have a material adverse effect with respect to the Company's business, operation or prospects, or the trading in the securities of the Company or any decline in either the Dow Jones Industrial Average or Standard & Poor's 500 Composite Stock Price Index by an amount in excess of 10% as measured from the close of business on August 31, 1999. The foregoing conditions are for the sole benefit of the Company and may be asserted by the Company regardless of the circumstances (including any action or inaction by the Company) giving rise to any such condition, and any such condition may be waived by the Company, in whole or in part, at any time and from time to time in its sole discretion. The failure by the Company at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Company concerning the events described above will be final and binding on all parties. Acceptance of Shares validly tendered in the Offer is subject to the condition that, as of the Expiration Date, and after giving pro forma effect to the acceptance of Shares validly tendered, the Company would continue to have at least 300 shareholders of record and the Shares would remain listed for quotation on the New York Stock Exchange. This condition may not be waived. The Exchange Act requires that all conditions to the Offer must be satisfied or waived before the Expiration Date. 7. PRICE RANGE OF SHARES; DIVIDENDS The Shares are listed and principally traded on the NYSE under the symbol "FCF." The following table sets forth the high and low sales prices, and dividends declared, for the shares as reported on the New York Stock Exchange for the periods indicated.
Dividends High Low Declared ---- ---- --------- Fiscal 1997 1st Quarter.................................. $18 7/8 $17 1/8 $0.20 2nd Quarter.................................. 23 17 1/2 0.20 3rd Quarter.................................. 22 19 9/16 0.20 4th Quarter.................................. 35 3/8 21 5/8 0.22 Fiscal 1998 1st Quarter.................................. $34 3/16 $27 1/4 $0.22 2nd Quarter.................................. 29 15/16 26 3/16 0.22 3rd Quarter.................................. 30 5/8 22 1/2 0.22 4th Quarter.................................. 27 1/8 22 3/4 0.23 Fiscal 1999 1st Quarter.................................. $24 15/16 $20 1/8 $0.23 2nd Quarter.................................. 24 7/8 20 1/2 0.26 3rd Quarter through August 25................ 24 1/16 21 7/8 --
On August 25, 1999, the closing price of the Shares on the New York Stock Exchange was $23.625 per Share. SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. 10 8. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER The Company believes that the purchase of Shares is an attractive use of a portion of the Company's available capital on behalf of its shareholders and is consistent with the Company's long-term goal of increasing shareholder value. The Company believes it has adequate sources of capital to complete the Share repurchase and pursue business opportunities. See Section 10 for a discussion of the sources of capital available to the Company for purposes of this Offer. Over time, the Company's profitable operations have contributed to the growth of a capital base that exceeds all applicable regulatory standards and the amount of capital needed to support the Company's banking business. After evaluating a variety of alternatives to utilize more effectively its capital base and to attempt to maximize shareholder value, the Company's management and its Board of Directors believe that the purchase of Shares pursuant to the Offer is a positive action that is intended to accomplish the desired objective of increasing shareholder value. Other actions previously employed, including an open market purchase of Shares, increases in payment of cash dividends, and capital management leverage strategies, have enhanced shareholder value, but capital remains at high levels. The Offer is designed to restructure the Company's balance sheet in order to increase return on equity by reducing the amount of equity outstanding. Following the purchase of the Shares, the Company believes funds provided by earnings, combined with its other sources of liquidity, will be fully adequate to meet its funding needs for the foreseeable future. Upon completion of the Offer, the Company expects that the Company and its wholly- owned banking subsidiaries will continue to maintain the highest regulatory standard for capital, which is designated as "well capitalized" under the prompt corrective action scheme enacted by the Federal Deposit Insurance Corporation Improvement Act of 1991. The Offer will enable shareholders who are considering the sale of all or a portion of their Shares the opportunity to determine the price or prices (not less than $23.00 nor in excess of $26.00 per Share) at which they are willing to sell their Shares, and, if any such Shares are purchased pursuant to the Offer, to sell those Shares for cash without the usual transaction costs associated with open-market sales. The Offer may also give shareholders the opportunity to sell Shares at prices greater than market prices prevailing prior to the announcement of the Offer. See Section 7. In addition, qualifying shareholders owning beneficially fewer than 100 Shares, whose Shares are purchased pursuant to the Offer, not only will avoid the payment of brokerage commissions but will also avoid any applicable odd lot discounts to the market price typically charged by brokers for executing odd lot trades. Shareholders who do not tender their Shares pursuant to the Offer and shareholders who otherwise retain an equity interest in the Company as a result of a partial tender of Shares or a proration pursuant to Section 1 of the Offer will continue to be owners of the Company with the attendant risks and rewards associated with owning the equity securities of the Company. As noted above, the Company, following completion of the Offer, will maintain the highest regulatory capital ranking. Consequently, the Company believes that shareholders will not be subject to materially greater risk as a result of the reduction of the capital base. Shareholders who determine not to accept the Offer will realize a proportionate increase in their relative equity interest in the Company and, thus, in the Company's earnings and assets, subject to any risks resulting from the Company's purchase of Shares and the Company's ability to issue additional equity securities in the future. In addition, to the extent the purchase of Shares pursuant to the Offer results in a reduction of the number of shareholders of record, the Company's costs for services to shareholders may be reduced. Finally, the Offer may affect the Company's ability to qualify for pooling-of-interests accounting treatment for any merger transaction for approximately the next two years. If fewer than 2,000,000 Shares are purchased pursuant to the Offer, the Company may repurchase the remainder of such Shares on the open market, in privately negotiated transactions or otherwise. In the future, the Company may determine to purchase additional Shares on the open market, in privately negotiated transactions, 11 through one or more tender offers or otherwise. Any such purchases may be on the same terms as, or on terms which are more or less favorable to shareholders than, the terms of the Offer. However, Rule 13e-4 under the Exchange Act prohibits the Company and its affiliates from purchasing any Shares, other than pursuant to the Offer, until at least ten business days after the Expiration Date. Any future purchases of Shares by the Company would depend on many factors, including the market price of the Shares, the Company's business and financial position, and general economic and market conditions. Shares the Company acquires pursuant to the Offer will be restored to the status of authorized and unissued Shares, or placed in the Company's treasury, and will be available for the Company to issue without further shareholder action (except as required by applicable law or the rules of the New York Stock Exchange or any other securities exchange on which the Shares are listed) for purposes including, but not limited to, the acquisition of other businesses, the raising of additional capital for use in the Company's business and the satisfaction of obligations under existing or future employee benefit plans. The Company has no current plans for reissuance of the Shares repurchased pursuant to the Offer. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH SHAREHOLDER MUST MAKE HIS OR HER OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE. EMPLOYEES, OFFICERS AND DIRECTORS OF THE COMPANY MAY PARTICIPATE IN THE OFFER ON THE SAME BASIS AS THE COMPANY'S OTHER SHAREHOLDERS. 9. CERTAIN INFORMATION CONCERNING THE COMPANY General The Company was incorporated as a Pennsylvania business corporation on November 15, 1982 and is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. The Company operates two chartered banks, First Commonwealth Bank and Southwest Bank. Personal financial planning and other financial services and insurance products are also provided through First Commonwealth Trust Company and First Commonwealth Insurance Agency. The Company also operates through Commonwealth Systems Corporation. First Commonwealth Bank ("FCB"), a subsidiary of the Company and a Pennsylvania-chartered banking corporation headquartered in Indiana, Pennsylvania, operates through divisions doing business under the following names: NBOC Bank, Deposit Bank, Cenwest Bank, First Bank of Leechburg, Peoples Bank, Central Bank, Peoples Bank of Western Pennsylvania, Unitas Bank and Reliable Bank. On December 31, 1998 the Company affiliated, as a result of a statutory merger, with Southwest National Corporation ("SNC") and its wholly-owned subsidiary, Southwest Bank ("Southwest"). SNC 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 which traces its origin to 1900. Upon merger, SNC was combined with the Company and Southwest Bank became a wholly-owned subsidiary of the Company. FCB and Southwest ("Subsidiary Banks") conduct business through 96 community banking offices in the counties of Adams (1 office), Allegheny (6), Armstrong (3), Beaver (1), Bedford (4), Blair (8), Cambria (11), Centre (2), Clearfield (6), Elk (3), Franklin (2), Huntingdon (6), Indiana (9), Jefferson (4), Lawrence (6), Somerset (5), Washington (1), and Westmoreland (18). The Subsidiary Banks engage in general banking business and offer a full range of financial services including such general retail banking services as demand, savings and time deposits; mortgage, consumer installment and commercial loans. Commonwealth Systems Corporation ("CSC"), a subsidiary of the Company, was incorporated as a Pennsylvania business corporation in 1984 by the Company to function as its data processing subsidiary and it 12 has its principal place of business in Indiana, Pennsylvania. Before August 1984, it had operated as the data processing department of NBOC. CSC provides on-line general ledger accounting services and bookkeeping services for deposit and loan accounts to the Company, the Banking Subsidiaries and its other nonbank subsidiaries. CSC also acts as a centralized purchasing agent for the purchase of computer hardware and software products by the Company and subsidiaries as well as providing technical support for the installation and use of these products. It competes, principally with data processing subsidiaries of other, mostly larger, banks, on the basis of the price and quality of its services and the speed with which such services are delivered. First Commonwealth Trust Company ("FCTC"), a subsidiary of the Company, was incorporated on January 18, 1991 as a Pennsylvania chartered trust company to render general trust services. The trust departments of subsidiary banks were combined to form FCTC, and the corporate headquarters are located in Indiana, Pennsylvania. Upon the Company's merger with Southwest National, the trust department of Southwest Bank was also merged into FCTC. FCTC has eight branch offices in the service areas of the Subsidiary Banks and offers personal and corporate trust services, including administration of estates and trusts, individual and corporate investment management and custody services and employee benefit trust services. First Commonwealth Insurance Agency ("FCIA") was incorporated as a Pennsylvania business corporation with its principal place of business in Indiana, Pennsylvania. FCIA began operations in January 1998 as a wholly-owned subsidiary of FCB and provides a full range of insurance and annuity products to retail and commercial customers. On June 1, 1989 Commonwealth Trust Credit Life Insurance Company ("Commonwealth Trust") began operations. The Company owns 50% of the voting common stock of Commonwealth Trust. Commonwealth Trust provides reinsurance for credit life and credit accident and health insurance sold by the subsidiaries of the two unrelated holding company owners under a joint venture arrangement whereby the net income derived from such reinsurance inures proportionally to the benefit of the holding company selling the underlying insurance to its banks' customers. The Company and its subsidiaries employed approximately 1,500 persons (full-time equivalents) at July 31, 1999. 13 Summary Historical Consolidated Financial Data and Summary Unaudited Pro Forma Consolidated Financial Data The following summary historical consolidated financial data for the years ended December 31, 1997 and 1998 has been derived from the audited consolidated financial statements of the Company. The following summary historical consolidated financial data for the six months ended June 30, 1998 and 1999 has been derived from the unaudited supplemental consolidated financial statements of the Company and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of financial position and results of operations for such periods. All prior period amounts have been restated to reflect the pooling of interests transaction with Southwest National Corporation which closed on December 31, 1998. The data should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 and the Company's Annual Report on Form 10-K for the year ended December 31, 1998, which are incorporated herein by reference. More comprehensive financial information is included in such reports and the financial information which follows is qualified in its entirety by reference to such reports and all of the financial statements and related notes contained therein, copies of which may be obtained as described in Section 17 of this Offer. The following summary unaudited pro forma consolidated financial data has been derived from the historical consolidated financial statements of the Company adjusted for certain costs and expenses to be incurred as a result of the purchase of Shares pursuant to the Offer. The summary unaudited pro forma consolidated financial data should be read in conjunction with the summary historical consolidated financial data included herein. The pro forma income statement data and balance sheet data are not necessarily indicative of the financial position or results of operations that would have been obtained had the Offer been completed as of the dates indicated. First Commonwealth Financial Corporation Summary Historical Balance Sheet Data
December 31, June 30, --------------------- --------------------- 1998 1997 1999 1998 ---------- ---------- ---------- ---------- (in thousands) Assets: Securities........................ $1,525,332 $1,015,798 $1,614,569 $1,336,532 Net loans......................... 2,342,546 2,410,405 2,336,261 2,440,878 Other assets...................... 228,911 242,354 252,373 266,832 ---------- ---------- ---------- ---------- Total Assets..................... $4,096,789 $3,668,557 $4,203,203 $4,044,242 ========== ========== ========== ========== Liabilities: Total deposits.................... $2,931,131 $2,884,343 $2,965,133 $2,925,091 Long-term debt.................... 630,850 193,054 638,525 473,253 Other liabilities................. 179,403 236,837 260,365 282,711 ---------- ---------- ---------- ---------- Total Liabilities................ 3,741,384 3,314,234 3,864,023 3,681,055 ---------- ---------- ---------- ---------- Shareholders' equity: Total Shareholders' Equity....... 355,405 354,323 339,180 363,187 ---------- ---------- ---------- ---------- Total Liabilities and Shareholders' Equity............ $4,096,789 $3,668,557 $4,203,203 $4,044,242 ========== ========== ========== ==========
14 First Commonwealth Financial Corporation Unaudited Pro Forma Condensed Consolidated Balance Sheet December 31, 1998
Shares Purchased at ---------------------- $23.00 $26.00 Per Share Per Share ---------- ---------- (in thousands) Assets: Cash and due from banks (2) (3)....................... $ 96,615 $ 94,615 Interest-bearing bank deposits........................ 1,914 1,914 Federal funds sold.................................... 1,000 1,000 Securities: Available for sale, at market........................ 1,042,636 1,042,636 Held to maturity, at cost............................ 482,696 482,696 ---------- ---------- Total securities...................................... 1,525,332 1,525,332 Net loans............................................. 2,342,546 2,342,546 Property and equipment................................ 41,929 41,929 Other assets.......................................... 87,453 87,453 ---------- ---------- Total Assets......................................... $4,096,789 $4,094,789 ========== ========== Liabilities: Total deposits........................................ $2,931,131 $2,931,131 Short-term borrowings................................. 140,547 140,547 Other liabilities..................................... 38,856 38,856 Long-term debt (2)(3)................................. 676,850 680,850 ---------- ---------- Total Liabilities.................................... 3,787,384 3,791,384 ---------- ---------- Shareholders' equity: Preferred stock, $1.00 par value, 3,000,000 shares au- thorized, none issued................................ 0 0 Common stock $1.00 par value, 100,000,000 shares au- thorized, 31,262,706 issued............................................... 31,263 31,263 Additional paid in capital............................ 100,240 100,240 Retained earnings..................................... 235,623 235,623 Accumulated other comprehensive income................ 2,199 2,199 Treasury stock (1) (2) (4)............................ (51,913) (57,913) Unearned ESOP shares.................................. (8,007) (8,007) ---------- ---------- Total Shareholders' Equity........................... 309,405 303,405 ---------- ---------- Total Liabilities and Shareholders' Equity........... $4,096,789 $4,094,789 ========== ==========
15 First Commonwealth Financial Corporation Unaudited Pro Forma Condensed Consolidated Balance Sheet June 30, 1999
Shares Purchased at ---------------------- $23.00 $26.00 Per Share Per Share ---------- ---------- (in thousands) Assets: Cash and due from banks (2) (3)....................... $ 83,709 $ 81,709 Interest-bearing bank deposits........................ 500 500 Federal funds sold.................................... 0 0 Securities: Available for sale, at market........................ 1,155,808 1,155,808 Held to maturity, at cost............................ 458,761 458,761 ---------- ---------- Total securities...................................... 1,614,569 1,614,569 Net loans............................................. 2,336,261 2,336,261 Property and equipment................................ 40,839 40,839 Other assets.......................................... 127,325 127,325 ---------- ---------- Total Assets......................................... $4,203,203 $4,201,203 ========== ========== Liabilities: Total deposits........................................ $2,965,133 $2,965,133 Short-term borrowings................................. 223,831 223,831 Other liabilities..................................... 36,534 36,534 Long-term debt (2)(3)................................. 684,525 688,525 ---------- ---------- Total Liabilities.................................... 3,910,023 3,914,023 ---------- ---------- Shareholders' Equity: Preferred stock, $1.00 par value, 3,000,000 shares au- thorized, none issued................................ 0 0 Common stock $1.00 par value, 100,000,000 shares au- thorized, 31,262,706 issued.......................... 31,263 31,263 Additional paid in capital............................ 99,716 99,716 Retained earnings..................................... 247,283 247,283 Accumulated other comprehensive income................ (26,715) (26,715) Treasury stock (1) (2) (4)............................ (51,213) (57,213) Unearned ESOP shares.................................. (7,154) (7,154) ---------- ---------- Total Shareholders' Equity........................... 293,180 287,180 ---------- ---------- Total Liabilities and Shareholders' Equity........... $4,203,203 $4,201,203 ========== ==========
16 First Commonwealth Financial Corporation Summary Historical Income Statement Data
Year Ended Six Months Ended December 31, June 30, ----------------- ----------------- 1998 1997 1999 1998 -------- -------- -------- -------- (in thousands, except per share data) Interest income............................ $283,421 $254,772 $145,437 $140,466 Interest expense........................... 148,282 124,427 73,729 73,224 -------- -------- -------- -------- Net interest income....................... 135,139 130,345 71,708 67,242 Provision for credit losses................ 15,049 10,152 4,550 5,100 -------- -------- -------- -------- Net interest income after provision for credit losses............................ 120,090 120,193 67,158 62,142 Noninterest income......................... 26,338 25,541 17,826 11,871 Noninterest expense........................ 100,201 88,857 47,681 45,773 -------- -------- -------- -------- Income before income taxes and extraordinary item....................... 46,227 56,877 37,303 28,240 Applicable income taxes.................... 12,229 17,338 10,472 7,764 -------- -------- -------- -------- Net income from continuing operations.... $ 33,998 $ 39,539 $ 26,831 $ 20,476 ======== ======== ======== ======== Per common share before dilution Net income from continuing operations..... $ 1.11 $ 1.28 $ 0.88 $ 0.67 Dividends................................. $ 0.89 $ 0.82 $ 0.49 $ 0.44
First Commonwealth Financial Corporation Unaudited Pro Forma Condensed Consolidated Statement of Income Year Ended December 31, 1998
Shares Purchased at ------------------- $23.00 $26.00 Per Share Per Share --------- --------- (in thousands, except per share data) Interest income (2) (3)..................................... $283,421 $283,301 Interest expense (2)(3)..................................... 152,537 152,907 -------- -------- Net interest income........................................ 130,884 130,394 Provision for credit losses................................. 15,049 15,049 -------- -------- Net interest income after provision for credit losses...... 115,835 115,345 Noninterest income.......................................... 26,338 26,338 Noninterest expense......................................... 100,201 100,201 -------- -------- Income before income taxes and extraordinary item.......... 41,972 41,482 Applicable income taxes (2)(3).............................. 10,740 10,568 -------- -------- Net income from continuing operations..................... $ 31,232 $ 30,914 ======== ======== Per common share before dilution Net income from continuing operations...................... $ 1.09 $ 1.08 Dividends.................................................. $ 0.89 $ 0.89
17 First Commonwealth Financial Corporation Unaudited Pro Forma Condensed Consolidated Statement of Income Six Months Ended June 30, 1999
Shares Purchased at ------------------- $23.00 $26.00 Per Share Per Share --------- --------- (in thousands, except per share data) Interest income (2) (3)..................................... $145,437 $145,377 Interest expense (2)(3)..................................... 75,839 76,022 -------- -------- Net interest income........................................ 69,598 69,355 Provision for credit losses................................. 4,550 4,550 -------- -------- Net interest income after provision for credit losses...... 65,048 64,805 Noninterest income.......................................... 17,826 17,826 Noninterest expense......................................... 47,681 47,681 -------- -------- Income before income taxes and extraordinary item.......... 35,193 34,950 Applicable income taxes (2)(3).............................. 9,733 9,649 -------- -------- Net income from continuing operations...................... $ 25,460 $ 25,301 ======== ======== Per common share Net income from continuing operations...................... $ 0.89 $ 0.88 Dividends.................................................. $ 0.49 $ 0.49
First Commonwealth Financial Corporation Selected Historical Financial Ratios
Year Ended Six Months Ended December 31, June 30, -------------- ------------------ 1998 1997 1999 1998 ------ ------ -------- -------- Selected ratios: Financial Performance: Return on average assets.................. 0.85% 1.15% 1.29% 1.07% Return on average equity.................. 9.13% 11.31% 14.95% 11.41% Capital: Leverage Ratio............................ 8.60% 9.60% 8.44% 8.80% Tier I Risk Based Capital................. 14.50% 14.50% 14.18% 14.55% Total Risk Based Capital.................. 15.80% 15.60% 15.43% 15.66% Dividend per share as percentage of earn- ings per share........................... 81.65% 64.06% 55.68% 65.67% Shareholders' equity to total assets...... 8.68% 9.66% 8.07% 8.98% Book value per share...................... $11.49 $11.45 $ 10.95 $ 11.74 Asset Quality: Allowance for credit losses as a percent of loans................................. 1.36% 1.06% 1.42% 1.09% Allowance for credit losses as a percent of nonperforming loans................... 126.58% 102.06% 149.94% 108.30% Nonperforming loans to total loans........ 1.07% 1.04% 0.95% 1.01%
18 First Commonwealth Financial Corporation Unaudited Selected Pro Forma Financial Ratios December 31, 1998
Shares Purchased at ------------------- $23.00 $26.00 Per Share Per Share --------- --------- Selected ratios: Financial Performance: Return on average assets (2)(3)........................... 0.78% 0.77% Return on average equity (2)(3)........................... 9.58% 9.66% Capital: Leverage Ratio (2)........................................ 7.46% 7.31% Tier I Risk Based Capital................................. 12.58% 12.32% Total Risk Based Capital.................................. 13.83% 13.57% Dividends per share as percentage of earnings per share (3)...................................................... 83.18% 83.96% Shareholders' equity to total assets (2).................. 7.55% 7.41% Book value per share (1)(2)............................... $10.69 $10.48
First Commonwealth Financial Corporation Unaudited Selected Pro Forma Financial Ratios June 30, 1999
Shares Purchased at ------------------- $23.00 $26.00 Per Share Per Share --------- --------- Selected ratios: Financial Performance: Return on average assets (2)(3)........................... 1.23% 1.22% Return on average equity (2)(3)........................... 16.25% 16.46% Capital: Leverage Ratio (2)........................................ 7.35% 7.21% Tier I Risk Based Capital................................. 12.35% 12.11% Total Risk Based Capital.................................. 13.60% 13.36% Dividends per share as percentage of earnings per share (3)...................................................... 55.06% 55.68% Shareholders' equity to total assets (2).................. 6.98% 6.84% Book value per share (1)(2)............................... $10.12 $9.91
19 First Commonwealth Financial Corporation Notes to Unaudited Pro Forma Financial Information (1) The pro forma financial information reflects the repurchase of 2,000,000 Shares at $23.00 and $26.00 per share, as appropriate. (2) The balance sheet data give effect to the purchase of shares as of the balance sheet date. The average balances and income statement data give effect to the purchase of shares as of the beginning of each period presented. (3) The pro forma financial information assumes that the Company incurs the long-term indebtedness described in Section 10 to effect the purchase of the shares. The pro forma data assumes that the long-term indebtedness is issued in a principal amount of $50 million and at a rate of interest of 9.25%. While the Company currently believes this to be a reasonable assumption, there can be no assurance that the principal amount of such long-term indebtedness will not be less than $50 million, that the interest rate will not be different, or that the Company will incur such long-term indebtedness. The pro forma data also assumes a reduction of interest income for the interest-earning funds used in excess of the long- term indebtedness source at a rate of 6.00% and a statutory tax rate of 35%. (4) No effect has been given to the $250,000 in costs estimated to be incurred in connection with the Offer. Such costs will be capitalized as part of the cost of the stock purchased. 20 10. SOURCE AND AMOUNT OF FUNDS Assuming that the Company purchases 2,000,000 Shares pursuant to the Offer at a price of $26.00 per Share, the total amount required by the Company to purchase such Shares will be $52 million, exclusive of fees and other expenses. The Company may fund such purchases from cash held by the Company and from dividends from its subsidiaries and/or through the proceeds from the sale of junior subordinated deferrable interest debentures (the "Debentures") to be issued to a newly formed, special purpose financing subsidiary (the "Trust"). The Trust would use the proceeds of a private offering of a series of its capital securities to purchase the Debentures. It is anticipated that the Debentures would be issued in an aggregate principal amount of up to approximately $50 million, have a maturity of approximately 30 years and bear interest at a fixed rate which would be determined based upon the market at the time of issuance. There can be no assurance that the principal amount of the Debentures will not be less than $50 million. The Debentures would be unsecured and rank junior in right of payment to all senior debt of the Company. The Debentures would contain events of default, mandatory and optional redemption provisions, covenants and restrictions on the Company's operations that are customary in such transactions. 11. INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING SHARES As of August 18, 1999, the Company had issued and outstanding 30,991,646 Shares, and had reserved 897,756 Shares for issuance upon exercise of currently exercisable stock options. The 2,000,000 Shares that the Company is offering to purchase represent approximately 6.5% of the outstanding Shares. As of August 18, 1999, the Company's directors and executive officers as a group (29 persons) beneficially owned an aggregate of approximately 2,483,494 Shares (including 381,771 shares covered by currently exercisable options granted under the Company's Incentive Stock Option Plan) representing approximately 7.8% of the outstanding Shares, assuming the exercise of the options by such persons. As of July 31, 1999, the 401(k) Plan held 54,763 Shares, representing less than one per cent of the Shares outstanding and the ESOP held 1,184,603 Shares, representing approximately 3.7% of the Shares outstanding. Except as set forth in Schedule A, neither the Company, nor any subsidiary of the Company nor, to the best of the Company's knowledge, any of the Company's directors or executive officers, nor any affiliates of any of the foregoing, had any transactions involving the Shares during the 40 business days prior to the date hereof. Executive officers and directors of the Company may participate in the Offer on the same basis as the Company's other shareholders. The Company has not been advised whether any executive officer or director intends to tender any Shares pursuant to the Offer or at what price such tenders, if any, would be made. The table below identifies each executive officer and director of the Company and sets forth the number of Shares owned (including Shares that could be acquired upon the exercise of currently exercisable stock options and Shares held under the ESOP and 401(k) Plan). Subject to the terms of the Offer, all or a portion of such Shares could be tendered. In addition, such executive officers and directors may acquire additional Shares prior to the Expiration Date as a result of participation in the Dividend Reinvestment Plan. 21
Directors Shares Owned Stock Options Total - --------- ------------ ------------- --------- E.H. Brubaker............................ 11,425 1,000 12,425 Sumner E. Brumbaugh...................... 228,757 1,000 229,757 Ray T. Charley........................... 55,352 1,000 56,352 Edward T. Cote (2)....................... 102,400 1,000 103,400 David S. Dahlmann........................ 3,555 14,270 17,825 Thomas L. Delaney........................ 14,982 1,000 15,982 Clayton C. Dovey, Jr. ................... 23,134 1,000 24,134 Ronald C. Geiser......................... 14,364 1,000 15,364 Johnston A. Glass........................ 24,641 45,610 70,251 A.B. Hallstrom........................... 8,038 1,000 9,038 Thomas J. Hanford........................ 24,129 1,000 25,129 H.H. Heilman, Jr., Esq................... 23,000 1,000 24,000 David F. Irvin........................... 64,015 1,000 65,015 David L. Johnson......................... 14,885 1,000 15,885 Robert F. Koslow......................... 29,271 1,000 30,271 Dale P. Latimer (2)...................... 891,369 1,000 892,369 James W. Newill.......................... 229,100 1,000 230,100 Joseph E. O'Dell (1)..................... 41,757 75,019 116,776 Joseph W. Proske......................... 16,781 1,000 17,781 John A. Robertshaw, Jr................... 22,196 1,000 23,196 Laurie Stern Singer...................... 2,500 1,000 3,500 David R. Tomb, Jr., Esq. (1)(2)(3)....... 324,773 23,035 347,808 E. James Trimarchi (1)(2)(3)............. 369,332 52,376 421,708 Robert C. Williams....................... 39,399 21,548 60,947 Officers - -------- John J. Dolan............................ 7,157 21,493 28,650 William R. Jarrett....................... 5,376 24,917 30,293 Rosemary Krolick......................... 5,954 19,290 25,244 R. John Previte.......................... 7,645 19,820 27,465 Gerard M. Thomchick (1).................. 33,382 46,393 79,775 Total Directors and Officers as Group (29 persons)................................ 2,101,723 381,771 2,483,494 ========= ======= =========
- -------- (1) Includes 23,836 shares held by Atlas Investment Company, of which Messers. O'Dell, Thomchick, Tomb and Trimarchi are each 25% owners and as to which they share voting and investment power. (2) Includes 102,000 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 Messers. 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 part of First Commonwealth Bank) were converted into Shares of the Company 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. (3) Includes 159,438 shares held by County Wide Real Estate, Inc. of which Messers. Tomb and Trimarchi are each 50% owners and as to which they share voting and investment power. Decisions as to whether to tender Shares held in the ESOP and 401(k) Plan will be made as described under "Section 3--Procedure for Tendering Shares." Except for outstanding options to purchase Shares granted to certain employees (including executive officers) of the Company, and except as otherwise described herein, neither the Company nor, to the best of the Company's knowledge, any of its affiliates, directors or executive officers, or any of the directors or executive officers of any of its affiliates, is a party to any contract, arrangement, understanding or relationship with any 22 other person relating, directly or indirectly, to the Offer with respect to any securities of the Company including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations. Except as disclosed in this Offer to Purchase, the Company has no plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company; (e) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company; (f) any other material change in the Company's corporate structure or business; (g) any change in the Company's Certificate of Incorporation or Bylaws or any actions which may impede the acquisition of control of the Company by any person; (h) a class of equity security of the Company being delisted from a national securities exchange; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) the suspension of the Company's obligation to file reports pursuant to Section 15(d) of the Exchange Act. 12. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE EXCHANGE ACT The Company's purchase of Shares pursuant to the Offer will reduce the number of Shares that might otherwise be traded publicly and may reduce the number of shareholders. Nonetheless, the Company anticipates that there will be a sufficient number of Shares outstanding and publicly traded following consummation of the Offer to ensure a continued trading market for the Shares. Based upon published guidelines of the New York Stock Exchange, the Company believes that following its purchase of Shares pursuant to the Offer, the Company's remaining Shares will continue to qualify to be listed on the New York Stock Exchange. The Shares are currently "margin securities" under the rules of The Board of Governors of the Federal Reserve System (the "Federal Reserve Board"). This has the effect, among other things, of allowing brokers to extend credit to their customers using such Shares as collateral. The Company believes that, following the purchase of Shares pursuant to the Offer, the Shares will continue to be "margin securities" for purposes of the Federal Reserve Board's margin regulations. The Shares are registered under the Exchange Act, which requires, among other things, that the Company furnish certain information to its shareholders and the Commission and comply with the Commission's proxy rules in connection with meetings of the Company's shareholders. 13. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS The Company is not aware of any license or regulatory permit that appears to be material to the Company's business that might be adversely affected by the Company's acquisition of Shares as contemplated herein or of any approval or other action by, or any filing with, any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of Shares by the Company as contemplated herein. Should any such approval or other action be required, the Company presently contemplates that such approval or other action will be sought. The Company is unable to predict whether it may determine that it is required to delay the acceptance for payment of or payment for Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in adverse consequences to the Company's business. The Company's obligations under the Offer to accept for payment and pay for Shares is subject to certain conditions. See Section 6. 23 14. CERTAIN FEDERAL INCOME TAX CONSEQUENCES In General. The following is a discussion of the material United States federal income tax consequences to shareholders with respect to a sale of Shares pursuant to the Offer. The discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), U.S. Department of Treasury regulations, Internal Revenue Service ("IRS") rulings and judicial decisions, all in effect as of the date hereof and all of which are subject to change (possibly with retroactive effect) by subsequent legislative, judicial or administrative action. The discussion does not address all aspects of United States federal income taxation that may be relevant to a particular shareholder in light of such shareholder's particular circumstances or to certain types of holders subject to special treatment under the United States federal income tax laws (such as certain financial institutions, tax-exempt organizations, life insurance companies, dealers in securities or currencies, employee benefit plans or shareholders holding the Shares as part of a conversion transaction, as part of a hedge or hedging transaction, or as a position in a straddle for tax purposes). In addition, the discussion below does not consider the effect of any foreign, state, local or other tax laws that may be applicable to particular shareholders. The discussion assumes that the Shares are held as "capital assets" within the meaning of Section 1221 of the Code. The Company has neither requested nor obtained a written opinion of counsel or a ruling from the IRS with respect to the tax matters discussed below. EACH SHAREHOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR AS TO THE PARTICULAR UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO THAT SHAREHOLDER OF TENDERING SHARES PURSUANT TO THE OFFER AND THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS AND RECENT CHANGES IN APPLICABLE TAX LAWS. Characterization of the Surrender of Shares Pursuant to the Offer. The surrender of Shares by a shareholder to the Company pursuant to the Offer will be a taxable transaction for United States federal income tax purposes. The United States federal income tax consequences to a shareholder may vary depending upon the shareholder's particular facts and circumstances. Under Section 302 of the Code, the surrender of Shares by a shareholder to the Company pursuant to the Offer will be treated as a "sale or exchange" of such Shares for United States federal income tax purposes (rather than as a distribution by the Company with respect to the Shares held by the tendering shareholder) if the receipt of cash upon such surrender (i) is "substantially disproportionate" with respect to the shareholder, (ii) results in a "complete redemption" of the shareholder's interest in the Company, or (iii) is "not essentially equivalent to a dividend" with respect to the shareholder (each as described below). If any of the above three tests is satisfied, and the surrender of the Shares is therefore treated as a "sale or exchange" of such Shares for United States federal income tax purposes, the tendering shareholder will recognize gain or loss equal to the difference between the amount of cash received by the shareholder and the shareholder's tax basis in the Shares surrendered pursuant to the Offer. Any such gain or loss will be capital gain or loss, and will be long term capital gain or loss if the Shares have been held for more than one year. If none of the above three tests is satisfied, the tendering shareholder will be treated as having received a distribution by the Company with respect to such shareholder's Shares in an amount equal to the cash received by the shareholder pursuant to the Offer. The distribution will be treated as a dividend taxable as ordinary income to the extent of the Company's current or accumulated earnings and profits for tax purposes. The amount of the distribution in excess of the Company's current or accumulated earnings and profits will be treated as a return of the shareholder's tax basis in the Shares, and then as gain from the sale or exchange of such Shares. If a shareholder is treated as having received a distribution by the Company with respect to his or her Shares, the shareholder's tax basis in his or her remaining Shares will generally be adjusted to take into account the shareholder's return of basis in the Shares surrendered. Constructive Ownership. In determining whether any of the three tests under Section 302 of the Code is satisfied, shareholders must take into account not only the Shares that are actually owned by the shareholder, but also Shares that are constructively owned by the shareholder within the meaning of Section 318 of the Code. 24 Under Section 318 of the Code, a shareholder may constructively own Shares actually owned, and in some cases constructively owned, by certain related individuals or entities and Shares that the shareholder has the right to acquire by exercise of an option or by conversion. Proration. Contemporaneous dispositions or acquisitions of Shares by a shareholder or related individuals or entities may be deemed to be part of a single integrated transaction and may be taken into account in determining whether any of the three tests under Section 302 of the Code has been satisfied. Each shareholder should be aware that because proration may occur in the Offer, even if all the Shares actually and constructively owned by a shareholder are tendered pursuant to the Offer, fewer than all of such Shares may be purchased by the Company. Thus, proration may affect whether the surrender by a shareholder pursuant to the Offer will meet any of the three tests under Section 302 of the Code. Section 302 Tests. The receipt of cash by a shareholder will be "substantially disproportionate" if the percentage of the outstanding Shares in the Company actually and constructively owned by the shareholder immediately following the surrender of Shares pursuant to the Offer is less than 80% of the percentage of the outstanding Shares actually and constructively owned by such shareholder immediately before the sale of Shares pursuant to the Offer. Shareholders should consult their tax advisors with respect to the application of the "substantially disproportionate" test to their particular situation. The receipt of cash by a shareholder will be a "complete redemption" if either (i) the shareholder owns no Shares in the Company either actually or constructively immediately after the Shares are surrendered pursuant to the Offer, or (ii) the shareholder actually owns no Shares in the Company immediately after the surrender of Shares pursuant to the Offer and, with respect to Shares constructively owned by the shareholder immediately after the Offer, the shareholder is eligible to waive (and effectively waives) constructive ownership of all such Shares under procedures described in Section 302(c) of the Code. A director, officer or employee of the Company is not eligible to waive constructive ownership under the procedures described in Section 302(c) of the Code. Even if the receipt of cash by a shareholder fails to satisfy the "substantially disproportionate" test or the "complete redemption" test, a shareholder may nevertheless satisfy the "not essentially equivalent to a dividend" test if the shareholder's surrender of Shares pursuant to the Offer results in a "meaningful reduction" in the shareholder's interest in the Company. Whether the receipt of cash by a shareholder will be "not essentially equivalent to a dividend" will depend upon the individual shareholder's facts and circumstances. The IRS has indicated in published rulings that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a "meaningful reduction." Shareholders expecting to rely upon the "not essentially equivalent to a dividend" test should consult their own tax advisors as to its application in their particular situation. Corporate Shareholder Dividend Treatment. If a sale of Shares by a corporate shareholder is treated as a dividend, the corporate shareholder may be entitled to claim a deduction equal to 70% of the dividend under Section 243 of the Code, subject to applicable limitations. Corporate shareholders should, however, consider the effect of Section 246(c) of the Code, which disallows the 70% dividends received deduction with respect to stock that is held for 45 days or less. For this purpose, the length of time a taxpayer is deemed to have held stock may be reduced by periods during which the taxpayer's risk of loss with respect the stock is diminished by reason of the existence of certain options or other transactions. Moreover, under Section 246A of the Code, if a corporate shareholder has incurred indebtedness directly attributable to an investment in Shares, the 70% dividends-received deduction may be reduced. In addition, amounts received by a corporate shareholder pursuant to the Offer that are treated as a dividend may constitute an "extraordinary dividend" under Section 1059 of the Code. The "extraordinary dividend" rules of the Code are highly complicated. Accordingly, any corporate shareholder that might have a dividend as a result of the sale of shares pursuant to the Offer should review the "extraordinary dividend" rules to determine the applicability and impact of such rules to it. 25 Additional Tax Considerations. The distinction between long-term capital gains and ordinary income is relevant because, in general, individuals currently are subject to taxation at a reduced rate on their "net capital gain" (i.e., the excess of net long-term capital gains over net short-term capital losses) for the year. Currently, the maximum such federal rate on net capital gain is 20%, while the maximum rate on ordinary income (including short-term capital gain) is 39.6%. Shareholders are urged to consult their own tax advisors regarding any possible impact on their obligation to make estimated tax payments as a result of the recognition of any capital gain (or the receipt of any ordinary income) caused by the surrender of any Shares to the Company pursuant to the Offer. ESOP and 401(k) Plan Holders. Shareholders who own Shares through the Company's ESOP and 401(k) Plan may suffer adverse tax consequences if they tender Shares in the Offer. Please read the enclosed materials directed to ESOP and 401(k) Plan holders carefully and consult your tax advisor before directing the ESOP or 401(k) Plan Trustee to tender any Shares to the Company on your behalf. Foreign Shareholders. The Company will withhold United States federal income tax at a rate of 30% from gross proceeds paid pursuant to the Offer to a foreign shareholder or his agent, unless the Company determines that a reduced rate of withholding is applicable pursuant to a tax treaty, that an exemption from withholding is applicable because such gross proceeds are effectively connected with the conduct of a trade or business by the foreign shareholder within the United States or that the shareholder meets the "complete redemption, substantially disproportionate" or "not essentially equivalent to a dividend" tests described above. For this purpose, a foreign shareholder is any shareholder that is not (i) a citizen or resident of the United States, (ii) a domestic corporation or domestic partnership, (iii) an estate the income of which is subject to United States federal income tax regardless of its source, or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust, and one or more United States persons have the authority to control all substantial decisions of the trust. Without definite knowledge to the contrary, the Company will determine whether a shareholder is a foreign shareholder by reference to the shareholder's address. A foreign shareholder may be eligible to file for a refund of such tax or a portion of such tax if such shareholder (i) meets the "complete redemption," "substantially disproportionate" or "not essentially equivalent to a dividend" tests described above, (ii) is entitled to a reduced rate of withholding pursuant to a treaty and the Company withheld at a higher rate, or (iii) is otherwise able to establish that no tax or a reduced amount of tax was due. In order to claim an exemption from withholding on the ground that gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business by a foreign shareholder within the United States or that the foreign shareholder is entitled to the benefits of a tax treaty, the foreign shareholder must deliver to the Depositary (or other person who is otherwise required to withhold United States tax) a properly executed statement claiming such exemption or benefits. Such statements may be obtained from the Depositary. Foreign shareholders are urged to consult their own tax advisors regarding the application of United States federal income tax withholding, including eligibility for a withholding tax reduction or exemption and the refund procedures. Backup Withholding. See Section 3 with respect to the application of the United States federal income tax backup withholding. THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT APPLY TO SHARES ACQUIRED IN CONNECTION WITH THE EXERCISE OF STOCK OPTIONS OR PURSUANT TO OTHER COMPENSATION ARRANGEMENTS WITH THE COMPANY. THE TAX CONSEQUENCES OF A SALE PURSUANT TO THE OFFER MAY VARY DEPENDING UPON, AMONG OTHER THINGS, THE PARTICULAR CIRCUMSTANCES OF THE TENDERING SHAREHOLDER. NO INFORMATION IS PROVIDED HEREIN AS TO THE STATE, LOCAL OR FOREIGN TAX CONSEQUENCES OF THE TRANSACTION CONTEMPLATED BY THE OFFER. SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES TO THEM OF TENDERING SHARES PURSUANT TO THE OFFER AND THE EFFECT OF THE STOCK OWNERSHIP ATTRIBUTION RULES DESCRIBED ABOVE. 26 15. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS The Company expressly reserves the right, in its sole discretion and at any time or from time to time, to extend the period of time during which the Offer is open by giving oral or written notice of such extension to the Depositary and making a public announcement thereof. There can be no assurance, however, that the Company will exercise its right to extend the Offer. During any such extension, all Shares previously tendered will remain subject to the Offer, except to the extent that such Shares may be withdrawn as set forth in Section 4. The Company also expressly reserves the right, in its sole discretion, (i) to terminate the Offer and not accept for payment any Shares not theretofore accepted for payment or, subject to Rule 13e-4(f)(5) under the Exchange Act, which requires the Company either to pay the consideration offered or to return the Shares tendered promptly after the termination or withdrawal of the Offer, to postpone payment for Shares upon the occurrence of any of the conditions specified in Section 6 hereof, by giving oral or written notice of such termination to the Depositary and making a public announcement thereof and (ii) at any time, or from time to time, to amend the Offer in any respect. Amendments to the Offer may be effected by public announcement. Without limiting the manner in which the Company may choose to make public announcement of any extension, termination or amendment, the Company shall have no obligation (except as otherwise required by applicable law) to publish, advertise or otherwise communicate any such public announcement, other than by making a release to the Dow Jones News Service, except in the case of an announcement of an extension of the Offer, in which case the Company shall have no obligation to publish, advertise or otherwise communicate such announcement other than by issuing a notice of such extension by press release or other public announcement, which notice shall be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Material changes to information previously provided to holders of the Shares in this Offer or in documents furnished subsequent thereto will be disseminated to holders of Shares in compliance with Rule 13e-4(e)(2) promulgated by the Commission under the Exchange Act. If the Company materially changes the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, the Company will extend the Offer to the extent required by Rules 13e- 4(d)(2) and 13e-4(e)(2) under the Exchange Act. Those rules require that the minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer (other than a change in price, change in dealer's soliciting fee or change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. In a published release, the Commission has stated that in its view, an offer should remain open for a minimum of five business days from the date that notice of such a material change is first published, sent or given. The Offer will continue or be extended for at least ten business days from the time the Company publishes, sends or gives to holders of Shares a notice that it will (a) increase or decrease the price it will pay for Shares or the amount of the Dealer Manager/Information Agent's soliciting fee or (b) increase (except for an increase not exceeding 2% of the outstanding shares) or decrease the number of Shares it seeks. 16. FEES AND EXPENSES Keefe, Bruyette & Woods, Inc. will act as Dealer Manager/Information Agent for the Company in connection with the Offer. The Company has agreed to pay the Dealer Manager/Information Agent, upon acceptance for and payment of Shares pursuant to the Offer, a total of $0.05 per Share purchased by the Company pursuant to the Offer. The Dealer Manager/Information Agent will also be indemnified against certain liabilities, including liabilities under the federal securities laws, in connection with the Offer. The Dealer Manager/Information Agent may contact shareholders by mail, telephone, facsimile, telex, telegraph, or other electronic means and personal interviews, and may request brokers, dealers and other nominee shareholders to forward materials relating to the Offer to beneficial owners. The Company has retained The Bank of New York as Depositary in connection with the Offer. The Depositary will receive reasonable and customary compensation for their services and will also be reimbursed for certain out-of-pocket expenses. The Company has agreed to indemnify the Depositary against certain 27 liabilities, including certain liabilities under the federal securities laws, in connection with the Offer. The Depositary has not been retained to make solicitations or recommendations in connection with the Offer. The Company will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of Shares pursuant to the Offer (other than the fee of the Dealer Manager/Information Agent). The Company will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and customary handling and mailing expenses incurred by them in forwarding materials relating to the Offer to their customers. 17. ADDITIONAL INFORMATION The Company is subject to the informational requirements of the Exchange Act and, in accordance therewith, files reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information may be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at 7 World Trade Center, 13th Floor, Suite 1300, New York, New York 10048 and Suite 1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such material may also be obtained by mail from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such information may also be accessed electronically by means of the Commission's home page on the Internet (http://www.sec.gov). 18. MISCELLANEOUS Pursuant to Rule 13e-4 under the Exchange Act, the Company has filed with the Commission an Issuer Tender Offer Statement on Schedule 13e-4 which contains additional information with respect to the Offer. Such Schedule 13e- 4, including the exhibits and any amendments thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth in Section 17 with respect to information concerning the Company. The Offer is being made to all holders of Shares. The Company is not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to a valid state statute. If the Company becomes aware of any valid state statute prohibiting the making of the Offer, the Company will make a good faith effort to comply with such statute. If, after such good faith effort, the Company cannot comply with such statute, the Offer will not be made to, nor will tenders be accepted from or on behalf of, holders of Shares in such state. In those jurisdictions whose securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Company by the Dealer Manager/Information Agent or one or more registered brokers or dealers licensed under the laws of such jurisdictions. FIRST COMMONWEALTH FINANCIAL CORPORATION August 31, 1999 28 Schedule A Certain Transactions Involving Shares By The Company or Its Executive Officers or Directors During the 40 business days prior to August 31, 1999, the only transactions effected in the Shares by the Company, its executive officers or directors were as follows:
Number of Shares Acquisition Individual Acquired Price Nature of Transaction ---------- --------- ----------- --------------------- E.H. Brubaker........ 87 $22.70 Dividend Reinvestment Plan Purchase 363 $23.94 Deferred Compensation Plan Purchase 3 $22.94 Deferred Compensation Plan Purchase Ray T. Charley....... 601 $22.70 Dividend Reinvestment Plan Purchase 927 $23.43 Deferred Compensation Plan Purchase David S. Dahlmann.... 40 $22.70 Dividend Reinvestment Plan Purchase Thomas L. Delaney.... 1 $22.70 Dividend Reinvestment Plan Purchase A.B. Hallstrom....... 32 $22.70 Dividend Reinvestment Plan Purchase David L. Johnson..... 169 $22.70 Dividend Reinvestment Plan Purchase Robert F. Koslow..... 217 $22.70 Dividend Reinvestment Plan Purchase Dale P. Latimer...... 256 $22.70 Dividend Reinvestment Plan Purchase Joseph E. O'Dell..... 80 $22.70 Dividend Reinvestment Plan Purchase Joseph W. Proske..... 158 $22.70 Dividend Reinvestment Plan Purchase 781 $23.94 Deferred Compensation Plan Purchase 22 $22.94 Deferred Compensation Plan Purchase E. James Trimarchi... 15 $22.70 Dividend Reinvestment Plan Purchase John J. Dolan........ 8 $22.70 Dividend Reinvestment Plan Purchase William R. Jarrett... 41 $22.70 Dividend Reinvestment Plan Purchase Rosemary Krolick..... 8 $22.70 Dividend Reinvestment Plan Purchase R. John Previte...... 28 $22.70 Dividend Reinvestment Plan Purchase Gerard M. Thomchick.. 74 $22.70 Dividend Reinvestment Plan Purchase
All transactions effected in the Company's stock during the 40 business days prior to August 31, 1999 were normal, recurring events within connection with the Company's Dividend Reinvestment Plan and Deferred Compensation Plan. 29 The Dealer Manager for the Offer is: Keefe, Bruyette & Woods, Inc. Two World Trade Center 85th Floor New York, NY 10048 Toll free: (800) 966-1559 The Information Agent for the Offer is: Keefe, Bruyette & Woods, Inc. 211 Bradenton Avenue Dublin, Ohio 43017-3541 Toll free: (877) 298-6520 Any questions concerning the terms of the Offer, tender procedures or requests for additional copies of this Offer to Purchase, the Letter of Transmittal or other tender offer materials may be directed to the Dealer Manager/Information Agent. THE BANK OF NEW YORK The Depositary Agent By Mail: By Hand or Overnight Tender & Exchange Department Courier: P.O. Box 11248 Tender & Exchange Department Church Street Station 101 Barclay Street New York, New York 10286-1248 Receive and Deliver Window New York, New York 10286 By Facsimile Transmission (For Eligible Institutions Only) (2121) 815-6213 For Information Telephone: (800) 507-9357 August 31, 1999 EX-99.9(A)2 3 FORM OF LETTER OF TRANSMITTAL EX99.9(A)2
FIRST COMMONWEALTH FINANCIAL CORPORATION LETTER OF TRANSMITTAL By Mail: To Accompany Shares of Common Stock of By Hand or Overnight Courier: The Bank of New York First Commonwealth Financial Corporation The Bank of New York Tender & Exchange Department Tendered Pursuant to the Offer to Purchase Tender & Exchange Department P.O. Box 11248 Dated August 31, 1999 101 Barclay Street Church Street Station Receive and Deliver Window New York, New York 10286-1248 New York, New York 10286 Depositary for the Offer: The Bank of New York By Facsimile Transmission (for eligible institutions only): (212) 815-6213 For Information Telephone: (800) 507-9357
DESCRIPTION OF SHARES TENDERED (See Instructions 3 and 4) - -------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s) (Please Fill in Exactly as Name(s) Appear(s) on Share(s) Tendered Certificate(s)) (Attach Additional List if Necessary) - -------------------------------------------------------------------------------- Total Number of Shares Number Certificate Represented by of Shares Number Certificate(s)* Tendered** ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- Total Shares - --------------------------------------------------------------------------------
* Need not be completed if shareholders tendering by book-entry transfer. ** Unless otherwise indicated, it will be assumed that all Shares represented by any certificates delivered to the Depositary are being tendered. See Instruction 4. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 29, 1999, UNLESS THE OFFER IS EXTENDED. DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. Delivery of documents to First Commonwealth Financial Corporation or to the Book-Entry Transfer Facility does not constitute a valid delivery. PLEASE DO NOT MAIL OR DELIVER ANY SHARES TO FIRST COMMONWEALTH FINANCIAL CORPORATION. DELIVERIES TO FIRST COMMONWEALTH FINANCIAL CORPORATION WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. (BOX BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY) [_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE DEPOSITORY TRUST COMPANY ("DTC") AND COMPLETE THE FOLLOWING: Name of Tendering Institution ____________________________________________ Account No. ______________________________________________________________ Transaction Code No. _____________________________________________________ [_]CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Owner(s): __________________________________________ Date of Execution of Notice of Guaranteed Delivery: ______________________ Name of Institution Which Guaranteed Delivery: ___________________________ Give Account Number and Transaction Code if Delivered by Book-Entry Transfer: DTC Account No. __________________________________________________________ DTC Transaction Code No. _________________________________________________ ODD LOTS (SEE INSTRUCTION 9) This section is to be completed ONLY if Shares are being tendered by or on behalf of a person owning beneficially, as of the close of business on August 25, 1999, and who continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares. The undersigned either (check one box): [_] was the beneficial owner as of the close of business on August 25, 1999, and continues to be the beneficial owner as of the Expiration Date, of an aggregate of fewer than 100 Shares, all of which are being tendered, or [_] is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, for the beneficial owners thereof, Shares with respect to which it is the record owner, and (ii) believes, based upon representations made to it by each such beneficial owner, that such beneficial owner owned beneficially as of the close of business on August 25, 1999, and continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares, and is tendering all of such Shares. If you do not wish to specify a Purchase Price, check the following box, in which case you will be deemed to have tendered at the Purchase Price determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share in the box entitled "Price (In Dollars) Per Share at Which Shares Are Being Tendered" in this Letter of Transmittal). [_] NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: The undersigned hereby tenders to First Commonwealth Financial Corporation, a Pennsylvania corporation (the "Company"), the above-described shares of its Common Stock, par value $1.00 per share (the "Shares"), at a price per Share hereinafter set forth, pursuant to the Company's offer to purchase up to 2,000,000 Shares, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 31, 1999 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together constitute the "Offer"). The undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to all the Shares that are being tendered hereby or orders the registration of such Shares tendered by book-entry transfer that are purchased pursuant to the Offer to or upon the order of the Company. The undersigned further irrevocably constitutes and appoints The Bank of New York (the "Depositary") the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (a) deliver certificates for such Shares, or transfer ownership of such Shares on the account books maintained by The Depository Trust Company (the "Book-Entry Transfer Facility"), together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Company upon receipt by the Depositary, as the undersigned's agent, of the Purchase Price (as defined below) with respect to such Shares, (b) present certificates for such Shares for cancellation and transfer on the books of the Company and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, all in accordance with the terms of the Offer. The above agreements are subject to, and effective upon, acceptance for payment of and payment for the Shares tendered herewith in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment). The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and that, when and to the extent the same are accepted for payment by the Company, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof, and the same will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby. The undersigned hereby represents and warrants that the undersigned has read and agrees to all of the terms and conditions of the Offer. All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer, this tender is irrevocable. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED (SEE INSTRUCTION 5) CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND INSTRUCTIONS BELOW), THERE IS NO VALID TENDER OF SHARES. [_] $23.00 [_] $25.00 [_] $23.50 [_] $25.50 [_] $24.00 [_] $26.00 [_] $24.50 If you do not wish to specify a Purchase Price, check the following box, in which case you will be deemed to have tendered at the Purchase Price determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share above). [_] The undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 2 or 3 of the Offer to Purchase and in the Instructions hereto will constitute the undersigned's acceptance of the terms and conditions of the Offer, including the undersigned's representation and warranty that (i) the undersigned has a net long position in the Shares being tendered within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, and (ii) the tender of such Shares complies with Rule 14e-4. The Company's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer. The undersigned understands that the Company will determine a single per Share price (not less than $23.00 nor in excess of $26.00 per Share) net to the seller in cash, without interest thereon, (the "Purchase Price") that it will pay for Shares validly tendered and not withdrawn pursuant to the Offer taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The undersigned understands that the Company will select the Purchase Price that will allow it to purchase 2,000,000 Shares (or such lesser number of Shares as are validly tendered and not withdrawn at prices of not less than $23.00 nor in excess of $26.00 per Share) pursuant to the Offer. The undersigned understands that all Shares properly tendered and not withdrawn at prices at or below the Purchase Price will be purchased at the Purchase Price, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions of the Offer, including its proration provisions, and that the Company will return all other Shares, including Shares tendered and not withdrawn at prices greater than the Purchase Price and Shares not purchased because of proration. The undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 2 or 3 of the Offer to Purchase and in the instructions hereto will constitute an agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer. The undersigned recognizes that, under certain circumstances set forth in the Offer to Purchase, the Company may terminate or amend the Offer or may postpone the acceptance for payment of, or the payment for, Shares tendered or may not be required to purchase any of the Shares tendered hereby or may accept for payment fewer than all of the Shares tendered hereby. Unless otherwise indicated under "Special Payment Instructions," please issue the check for the Purchase Price of any Shares purchased, and/or return any Shares not tendered or not purchased, in the name(s) of the undersigned (and, in the case of Shares tendered by book-entry transfer, by credit to the account at the Book-Entry Transfer Facility). Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail the check for the purchase price of any Shares purchased and/or any certificates for Shares not tendered or not purchased (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s). In the event that both "Special Payment Instructions" and "Special Delivery Instructions" are completed, please issue the check for the purchase price of any Shares purchased and/or return any Shares not tendered or not purchased in the name(s) of, and mail said check and/or any certificates to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation, pursuant to the "Special Payment Instructions," to transfer any Shares from the name of the registered holder(s) thereof if the Company does not accept for payment any of the Shares so tendered. FIRST COMMONWEALTH FINANCIAL CORPORATION DIVIDEND REINVESTMENT PLAN (SEE INSTRUCTION 13) This section is to be completed ONLY if Shares held in the Company's Dividend Reinvestment Plan are to be tendered. [_]By checking this box, the undersigned represents that the undersigned is a participant in the First Commonwealth Financial Corporation Dividend Reinvestment Plan and hereby tenders the following number of Shares held in the Dividend Reinvestment Plan account of the undersigned at The Bank of New York: Shares* * The undersigned understands and agrees that all Shares held in the Dividend Reinvestment Plan account of the undersigned at The Bank of New York will be tendered if the above box is checked and the space above is left blank. IMPORTANT (Please Complete Substitute Form W-9 Included in this Letter of Transmittal) ______________________________________________________________________________ (Signature(s) of Owner(s)) ______________________________________________________________________________ ______________________________________________________________________________ (Please Print Name(s)) Dated ______, 1999 Capacity (full title) _____________________________________ Address ______________________________________________________________________ (Include Zip Code) Area Code and Telephone No. __________________________________________________ Tax Identification or Social Security No. ____________________________________ (see Substitute Form W-9) (Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in- fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 6.) GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 6) Authorized Signature(s) ______________________________________________________ Name of Firm _________________________________________________________________ (Please Print) Name and Title _______________________________________________________________ (Please Print) Address ______________________________________________________________________ (Include Zip Code) Area Code and Telephone Number _______________________________________________ Dated _______________, 1999 SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (See Instructions 6, 7 and 8) (See Instructions 6, 7 and 8) To be completed ONLY if the check To be completed ONLY if the check for the purchase price of Shares for the purchase price of Shares purchased and/or certificates for purchased and/or certificates for Shares not tendered or not Shares not tendered or not purchased are to be issued in the purchased are to be mailed to name of someone other than the someone other than the undersigned undersigned. or to the undersigned at an address other than that shown below the undersigned's signature(s). Issue [_] check and/or Mail [_] check [_] certificate(s) to: and/or [_] certificate(s) to: Name ______________________________ Name_____________________________ (Please Print) (Please Print) Address ___________________________ Address _________________________ ___________________________________ _________________________________ (Include Zip Code) (Include Zip Code) ___________________________________ (Taxpayer Identification or Social Security No.) IF SPECIAL PAYMENT INSTRUCTIONS IF SPECIAL DELIVERY INSTRUCTIONS ARE BEING GIVEN, PLEASE REMEMBER ARE BEING GIVEN, PLEASE REMEMBER TO HAVE YOUR SIGNATURE GUARANTEED. TO HAVE YOUR SIGNATURE GUARANTEED. INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a firm that is a member of a registered national securities exchange or the National Association of Securities Dealers, Inc., or by a commercial bank, a trust company, a savings bank, a savings and loan association or a credit union which has membership in an approved Signature Guarantee Medallion Program (an "Eligible Institution"). SIGNATURES ON THIS LETTER OF TRANSMITTAL NEED NOT BE GUARANTEED (A) IF THIS LETTER OF TRANSMITTAL IS SIGNED BY THE REGISTERED HOLDER(S) OF THE SHARES (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Shares) tendered herewith AND SUCH HOLDER(S) HAVE NOT COMPLETED THE BOX ENTITLED "SPECIAL PAYMENT INSTRUCTIONS" OR THE BOX ENTITLED "SPECIAL DELIVERY INSTRUCTIONS" ON THIS LETTER OF TRANSMITTAL or (B) if such Shares are tendered for the account of an Eligible Institution. See Instruction 6. 2. Delivery of Letter of Transmittal and Shares. This Letter of Transmittal or, in the case of a book-entry transfer, an Agent's Message (as defined below), is to be used either if certificates are to be forwarded herewith or if delivery of Shares is to be made by book-entry transfer pursuant to the procedures set forth in Section 3 of the Offer to Purchase. CERTIFICATES FOR ALL PHYSICALLY DELIVERED SHARES, OR A CONFIRMATION OF A BOOK-ENTRY TRANSFER INTO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY OF ALL SHARES DELIVERED ELECTRONICALLY, AS WELL AS A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL (OR MANUALLY SIGNED COPY THEREOF) AND ANY OTHER DOCUMENTS REQUIRED BY THIS LETTER OF TRANSMITTAL, MUST BE RECEIVED BY THE DEPOSITARY AT ITS ADDRESS AS SET FORTH ON THE FRONT PAGE OF THIS LETTER OF TRANSMITTAL ON OR PRIOR TO THE EXPIRATION DATE (as defined in the Offer to Purchase). The term "Agent's Message" means a message transmitted by a Book- Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgement from the participant in the Book-Entry Transfer Facility tendering the Shares, that such participant has received and agrees to be bound by the terms of the Offer to Purchase and the Letter of Transmittal and that the Company may enforce such agreement against the participant. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF CERTIFICATES FOR SHARES ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. DO NOT MAIL OR DELIVER TO FIRST COMMONWEALTH FINANCIAL CORPORATION. No alternative or contingent tenders will be accepted. See Section 1 of the Offer to Purchase. By executing this Letter of Transmittal (or facsimile thereof), the tendering shareholder waives any right to receive any notice of the acceptance for payment of the Shares. 3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate signed schedule attached hereto. 4. Partial Tenders (Not Applicable to Shareholders Who Tender By Book-Entry Transfer). If fewer than all the Shares represented by any certificate delivered to the Depositary are to be tendered, fill in the number of Shares that are to be tendered in the box entitled "Number of Shares Tendered." In such case, a new certificate for the remainder of the Shares represented by the old certificate will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the "Special Payment Instructions" or "Special Delivery Instructions" boxes on this Letter of Transmittal, as promptly as practicable following the expiration or termination of the Offer. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5. Indication of Price at Which Shares Are Being Tendered. FOR SHARES TO BE VALIDLY TENDERED, THE SHAREHOLDER MUST COMPLETE THE SECTION OF THE LETTER OF TRANSMITTAL "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED" RELATING TO THE PRICE AT WHICH THEY ARE TENDERING SHARES, except that any shareholder who owned beneficially as of the close of business on August 25, 1999, and continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares, may check the appropriate box in the section entitled "Odd Lots" indicating that such shareholder is tendering all Shares at the Purchase Price determined by the Company. Only one box may be checked. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES. A shareholder wishing to tender portions of his or her Share holdings at different prices must complete a separate Letter of Transmittal for each price at which he or she wishes to tender each such portion of his or her Shares. The same Shares cannot be tendered (unless previously validly withdrawn as provided in Section 4 of the Offer to Purchase) at more than one price. 6. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal. If any of the Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates. IF THIS LETTER OF TRANSMITTAL IS SIGNED BY THE REGISTERED HOLDER(S) OF THE SHARES TENDERED HEREBY, NO ENDORSEMENTS OF CERTIFICATES OR SEPARATE STOCK POWERS ARE REQUIRED UNLESS PAYMENT OF THE PURCHASE PRICE IS TO BE MADE TO, OR SHARES NOT TENDERED OR NOT PURCHASED ARE TO BE REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE REGISTERED HOLDER(S). SEE INSTRUCTION 1. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, certificates evidencing the Shares tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates for such Shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1. If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Company of the authority of such person so to act must be submitted. 7. Stock Transfer Taxes. The Company will pay or cause to be paid any stock transfer taxes with respect to the sale and transfer of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or Shares not tendered or not purchased are to be registered in the name of, any person other than the registered holder(s), or if tendered Shares are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. See Section 5 of the Offer to Purchase. EXCEPT AS PROVIDED IN THIS INSTRUCTION 7, IT WILL NOT BE NECESSARY TO AFFIX TRANSFER TAX STAMPS TO THE CERTIFICATES REPRESENTING SHARES TENDERED HEREBY. 8. Special Payment and Delivery Instructions. If the check for the Purchase Price of any Shares purchased is to be issued in the name of, and/or any Shares not tendered or not purchased are to be returned to, a person other than the person(s) signing this Letter of Transmittal or Reinvestment Plan at The Bank of New York will be tendered pursuant to the same price listed under "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED." if the check and/or any certificates for Shares not tendered or not purchased are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to an address other than that shown above in the box captioned "Description of Shares Tendered," then the boxes captioned "Special Payment Instructions" and/or "Special Delivery Instructions" on this Letter of Transmittal should be completed. Shareholders tendering Shares by book-entry transfer will have any Shares not accepted for payment returned by crediting the account maintained by such shareholder at the Book-Entry Transfer Facility from which such transfer was made. 9. Odd Lots. As described in the Offer to Purchase, if fewer than all Shares validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date are to be purchased, the Shares purchased first will consist of all Shares tendered by any shareholder who owned beneficially as of the close of business on August 25, 1999, and continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares and who validly tendered all such Shares at or below the Purchase Price. Partial tenders of Shares will not qualify for this preference. This preference will not be available unless the box captioned "Odd Lots" in this Letter of Transmittal is completed. 10. Substitute Form W-9 and Form W-8. THE TENDERING SHAREHOLDER IS REQUIRED TO PROVIDE THE DEPOSITARY WITH EITHER A CORRECT TAXPAYER IDENTIFICATION NUMBER ("TIN") ON SUBSTITUTE FORM W-9, WHICH IS PROVIDED UNDER "IMPORTANT TAX INFORMATION" BELOW, OR A PROPERLY COMPLETED FORM W-8. FAILURE TO PROVIDE THE INFORMATION ON EITHER SUBSTITUTE FORM W-9 OR FORM W-8 MAY SUBJECT THE TENDERING SHAREHOLDER TO 31% FEDERAL INCOME TAX BACKUP WITHHOLDING ON THE PAYMENT OF THE PURCHASE PRICE. The box in Part 3 of Substitute Form W-9 may be checked if the tendering shareholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future. If the box in Part 3 is checked and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold 31% on all payments of the purchase price thereafter until a TIN is provided to the Depositary. 11. Requests for Assistance or Additional Copies. Any questions or requests for assistance may be directed to the Dealer Manager/Information Agent at its telephone number and address listed below. Requests for additional copies of the Offer to Purchase, this Letter of Transmittal or other tender offer materials may be directed to the Dealer Manager/Information Agent and such copies will be furnished promptly at the Company's expense. Shareholders may also contact their local broker, dealer, commercial bank or trust company for assistance concerning the Offer. 12. Irregularities. All questions as to the Purchase Price, the form of documents, and the validity, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by the Company, in its sole discretion, and its determination shall be final and binding. The Company reserves the absolute right to reject any or all tenders of Shares that it determines are not in proper form or the acceptance for payment of or payment for Shares that may, in the opinion of the Company's counsel, be unlawful. Except as otherwise provided in the Offer to Purchase, the Company also reserves the absolute right to waive any of the conditions to the Offer or any defect or irregularity in any tender of Shares and the Company's interpretation of the terms and conditions of the Offer (including these instructions) shall be final and binding. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. None of the Company, the Dealer Manager/Information Agent, the Depositary, or any other person shall be under any duty to give notice of any defect or irregularity in tenders, nor shall any of them incur any liability for failure to give any such notice. Tenders will not be deemed to have been made until all defects and irregularities have been cured or waived. 13. Dividend Reinvestment Plan. Shareholders who participate in the Company's Dividend Reinvestment Plan who want to tender Shares held under that plan pursuant to the Offer should mark the box under "FIRST COMMONWEALTH FINANCIAL CORPORATION DIVIDEND REINVESTMENT PLAN" and indicate the number of Shares that are to be tendered. If such box is marked but the number of Shares to be tendered is not indicated, all Shares held for the shareholder's account in the Company will be tendered. All Shares held for the shareholders' account in the Company's Dividend 14. Employee Stock Ownership Plan and 401(k) Plan. Shareholders who participate in the Company's Employee Stock Ownership Plan ("ESOP") and 401(k) Plan and want to tender Shares under either of these Plans should read the separate instructions included herewith. Tenders of such Shares will be made by each of the Trustees of those Plans pursuant to directions received from the beneficiaries of the Plans. Direction forms are included herewith. DELIVERY OF A LETTER OF TRANSMITTAL BY A STOCKHOLDER OF SHARES HELD IN THE ESOP OR 401(k) PLAN DOES NOT CONSTITUTE PROPER TENDER OF SUCH SHARES. PROPER TENDER OF SUCH SHARES CAN ONLY BE MADE BY THE APPLICABLE TRUSTEE WHO IS THE RECORD OWNER OF SUCH SHARES. IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE THEREOF) TOGETHER WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER (AND ALL OTHER REQUIRED DOCUMENTS) OR THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, ON OR PRIOR TO THE EXPIRATION DATE. IMPORTANT TAX INFORMATION Under federal income tax law, a shareholder whose tendered Shares are accepted for payment is required to provide the Depositary (as payer) with such shareholder's correct TIN on Substitute Form W-9 below. If such shareholder is an individual, the TIN is his or her social security number. For businesses and other entities, the number is the employer identification number. If the Depositary is not provided with the correct TIN or properly completed Form W-8, the shareholder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, payments that are made to such shareholder with respect to Shares purchased pursuant to the Offer may be subject to backup withholding. Certain shareholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to these backup withholding and reporting requirements. In order for a noncorporate foreign shareholder to qualify as an exempt recipient, that shareholder must complete and sign a Form W-8, Certificate of Foreign Status, attesting to that shareholder's exempt status. The Form W-8 can be obtained from the Depositary. Exempt shareholders, other than noncorporate foreign shareholders, should furnish their TIN in Part 1 and check the box in Part 4 of the Substitute Form W-9 below and sign, date and return the Substitute Form W-9 to the Depositary. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. If federal income tax backup withholding applies, the Depositary is required to withhold 31% of any payments made to the shareholder. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of the tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained. Purpose of Substitute Form W-9 and Form W-8 To avoid backup withholding on payments that are made to a shareholder with respect to Shares purchased pursuant to the Offer, the shareholder is required to notify the Depositary of his or her correct TIN by completing the Substitute Form W-9 included in this Letter of Transmittal certifying that the TIN provided on Substitute Form W-9 is correct and that (1) the shareholder has not been notified by the Internal Revenue Service that he or she is subject to federal income tax backup withholding as a result of failure to report all interest or dividends or (2) the Internal Revenue Service has notified the shareholder that he or she is no longer subject to federal income tax backup withholding. Foreign shareholders must submit a properly completed Form W-8 in order to avoid the applicable backup withholding; provided, however, that backup withholding will not apply to foreign shareholders subject to 30% (or lower treaty rate) withholding on gross payments received pursuant to the Offer. What Number to Give the Depositary The shareholder is required to give the Depositary the social security number or employer identification number of the registered owner of the Shares. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. (See Instruction 10). Please fill in your name and address below. ----------------------------------------------------------------------------- Name ----------------------------------------------------------------------------- Address (number and street) ----------------------------------------------------------------------------- City, State and Zip Code PAYER'S NAME: The Bank of New York Part I--PLEASE PROVIDE YOUR SUBSTITUTE TIN IN THE BOX AT RIGHT AND --------------------- Form W-9 CERTIFY BY SIGNING AND Social Security DATING BELOW Number Department of the Treasury Internal OR Revenue Service --------------------- Employer Identification Number Payer's Request --------------------------------------------------------- for Taxpayer Identification Number (TIN) Part II--Certification--Under Penalties of Perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to the backup withholding as a result of failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) all other information provided on this form is true, correct and complete. ---------------------------------------------------------- Part III-- Awaiting TIN [_] ---------------------------------------------------------- For Payee Exempt Part IV-- from Backup Withholding Exempt [_] Certificate Instructions--You must cross out Item (2) in Part II above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out Item (2). If you are exempt from backup withholding, check the box in Part IV above. --------------------------------------------------------- Signature: ____________ Date: ____, 1999 Name (Please Print): ______________ --------------------------------------------------------- NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9 YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9 CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to you by the time of payment, you are required to withhold 31% of all reportable payments thereafter made to me until I provide a number. ______________________________ ________________________ Signature Date , 1999 The Dealer Manager is: Keefe, Bruyette & Woods, Inc. Two World Trade Center 85th Floor New York, New York 10048 Toll Free: (800) 966-1559 The Information Agent is: Keefe, Bruyette & Woods, Inc. 211 Bradenton Avenue Dublin, Ohio 43017-3541 Toll free: (877) 298-6520 EX-99.9(A)3 4 NOTICE OF GUARANTEED DELIVERY EX99.9(A)3 Not Valid Unless by an Eligible Institution. FIRST COMMONWEALTH FINANCIAL CORPORATION Notice of Guaranteed Delivery of Shares of Common Stock Offer to Purchase for Cash up to 2,000,000 Shares of its Common Stock At a Purchase Price Not Less Than $23.00 Nor in Excess of $26.00 per Share This form or a facsimile copy of it must be used to accept the Offer (as defined below) if: (a) certificates for common stock, par value $1.00 per share (the "Shares"), of First Commonwealth Financial Corporation, a Pennsylvania corporation, are not immediately available; or (b) the procedure for book-entry transfer cannot be completed on a timely basis; or (c) time will not permit the Letter of Transmittal or other required documents to reach the Depositary before the Expiration Date (as defined in Section 1 of the Offer to Purchase, as defined below). This form or a facsimile of it, signed and properly completed, may be delivered by hand, mail, telegram or facsimile transmission to the Depositary by the Expiration Date. See "Section 3--Procedure for Tendering Shares" in the Offer to Purchase. DEPOSITARY: To: The Bank of New York By Mail: By Hand or Overnight Courier: Tender & Exchange Department Tender & Exchange Department P.O. Box 11248 101 Barclay Street Church Street Station Receive and Deliver Window New York, New York 10286-1248 New York, New York 10286 By Facsimile Transmission (for eligible institutions only): (212) 815-6213 For Information Telephone: (800) 507-9357 DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THOSE SHOWN ABOVE OR TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THOSE LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. 1 Ladies and Gentlemen: The undersigned hereby tenders to First Commonwealth Financial Corporation, at the price per Share indicated below, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 31, 1999 (the "Offer to Purchase"), and the related Letter of Transmittal (which together with the Offer to Purchase constitute the "Offer"), receipt of which is hereby acknowledged, Shares of common stock, par value $1.00 per share (the "Shares"), pursuant to the guaranteed delivery procedure set forth under "Section 3--Procedure for Tendering Shares" in the Offer to Purchase. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED. Check only one box. If more than one box is checked, or if no box is checked, there is no valid tender of Shares. [_] $23.00 [_] $25.00 [_] $23.50 [_] $25.50 [_] $24.00 [_] $26.00 [_] $24.50
If you do not wish to specify a Purchase Price, check the following box, in which case you will be deemed to have tendered at the price determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per share above). [_] If Shares are being tendered at more than one price, you must complete an additional page for each separate price. 2 ODD LOTS This section is to be completed ONLY if Shares are being tendered by or on behalf of a person owning beneficially, as of the close of business on August 25, 1999 and who continue to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares. The undersigned either (check one): [_]was the beneficial owner, as of the close of business on August 25, 1999, and continues to be the beneficial owner as of the Expiration Date, of an aggregate of fewer than 100 Shares, all of which are being tendered, or [_]is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, for the beneficial owners thereof, Shares with respect to which it is the record owner, and (ii) believes, based upon representations made to it by such beneficial owner, that each such beneficial owner owned, as of the close of business on August 25, 1999, and continues to be the beneficial owner as of the Expiration Date, an aggregate of fewer than 100 Shares and is tendering all of such Shares. If you do not wish to specify a Purchase Price, check the following box, in which case you will be deemed to have tendered at the Purchase Price determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share in the box entitled "Price (In Dollars) Per Share At Which Shares Are Being Tendered" in this Notice of Guaranteed Delivery. [_] If Shares will be tendered by book-entry transfer, give account number and transaction code: DTC Account Number: _______________ Name(s): ____________________________________________________________________ PLEASE TYPE OR PRINT Address(es): ________________________________________________________________ ______________________________________________________________________ Area Code and Telephone Number: _____________________________________________ Sign Here: __________________________________________________________________ Dated: ____________________, 1999 ________________________________________________________________________________ Certificate Nos. (if available) 3 GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank, trust company, savings association or credit union having an office or correspondent in the United States (each, an "Eligible Institution"), hereby (i) represents that the undersigned has a net long position in Shares in or equivalent securities within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, at least equal to the shares tendered, (ii) represents that such tender of Shares complies with Rule 14e-4 and (iii) guarantees that either the certificates representing the Shares tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company (pursuant to the procedures set forth under "Section 3--Procedure for Tendering Shares" in the Offer to Purchase), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Depositary at one of its addresses set forth above within three New York Stock Exchange trading days after the date of execution hereof. Name of Firm: ______________________ ____________________________________ Authorized Signature Address: ___________________________ Name: ______________________________ ____________________________________ Title: _____________________________ Zip Code: __________________________ Area Code and Telephone Number: ____ Dated: ______________________ , 1999 DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. 4 EX-99.9(A)4 5 FORM OF LETTER TO BROKERS, DEALERS EX99.9(A)4 KEEFE, BRUYETTE & WOODS, INC. TWO WORLD TRADE CENTER 85th FLOOR NEW YORK, NY 10048 FIRST COMMONWEALTH FINANCIAL CORPORATION OFFER TO PURCHASE FOR CASH UP TO 2,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT LESS THAN $23.00 NOR IN EXCESS OF $26.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 29, 1999, UNLESS THE OFFER IS EXTENDED. To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: First Commonwealth Financial Corporation, a Pennsylvania corporation ("Company"), has appointed us to act as Dealer Manager in connection with its offer to purchase for cash up to 2,000,000 shares of its Common Stock, par value $1.00 per share ("Shares"), at prices of not less than $23.00 nor in excess of $26.00 per Share, specified by shareholders tendering their Shares, upon the terms and subject to the conditions set forth in the Company's Offer to Purchase, dated August 31, 1999, and in the related Letter of Transmittal (which together constitute the "Offer"). The Company will determine the single per Share price, not less than $23.00 nor in excess of $26.00 per Share, net to the seller in cash ("Purchase Price"), that it will pay for Shares validly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select the Purchase Price that will allow it to buy 2,000,000 shares (or such lesser number of Shares as are properly tendered at prices not less than $23.00 nor in excess of $26.00 per Share). All Shares validly tendered at prices at or below the Purchase Price and not withdrawn on or prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase) will be purchased at the Purchase Price, subject to the terms and conditions of the Offer, including the proration provisions. See Section 1 of the Offer to Purchase. Upon the terms and subject to the conditions of the Offer, if, at the expiration of the Offer, more than 2,000,000 shares are validly tendered at or below the Purchase Price and not withdrawn, the Company will buy Shares (i) from shareholders who owned beneficially as of the close of business on August 25, 1999, and continue to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares who properly tender all their Shares at or below the Purchase Price, and (ii) then, on a pro rata basis, from all other shareholders who properly tender their Shares at prices at or below the Purchase Price (and do not withdraw them prior to the expiration of the Offer). See Sections 1 and 2 of the Offer to Purchase. All Shares not purchased pursuant to the Offer, including Shares tendered at prices greater than the Purchase Price and Shares not purchased because of proration will be returned to the tendering shareholders at the Company's expense as promptly as practicable following the Expiration Date. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED PURSUANT TO THE OFFER. SEE SECTION 6 OF THE OFFER TO PURCHASE. No fees or commissions will be payable to brokers, dealers or any person for soliciting tenders of Shares pursuant to the Offer other than fees paid to the Dealer Manager/Information Agent as described in the Offer to Purchase. The Company will, upon request, reimburse brokers and banks for reasonable and customary handling and mailing expenses incurred by them in forwarding materials relating to the Offer to their customers. The Company will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 7 of the Letter of Transmittal. No broker, dealer, bank, trust company or fiduciary shall be deemed to be an agent of the Company, including Keefe, Bruyette & Woods, Inc. as "Dealer Manager" and The Bank of New York as "Depositary," for purposes of the Offer. For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents: 1. Offer to Purchase, dated August 31, 1999; 2. Letter to Clients which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; 3. The Notice of Guaranteed Delivery to be used to accept the Offer if shares and all other required documents cannot be delivered to the Depositary by the Expiration Date; 4. Letter, dated August 31, 1999 from Joseph E. O'Dell, President and Chief Executive Officer of the Company, to shareholders of the Company; 5. Letter of Transmittal for your use and for the information of your clients (together with Substitute Form W-9); and 6. A return envelope addressed to The Bank of New York, as Depositary. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 29, 1999, UNLESS THE OFFER IS EXTENDED. In order to take advantage of the Offer, a duly executed and properly completed Letter of Transmittal and any other required documents should be sent to the Depositary with either certificate(s) representing the tendered Shares or confirmation of their book-entry transfer, all in accordance with the instructions set forth in the Letter of Transmittal and the Offer to Purchase. Any inquiries you may have with respect to the Offer should be addressed to the Depositary or the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover page of the Offer to Purchase. Additional copies of the enclosed material may be obtained from the Information Agent by calling, toll free: (877) 298-6520. Very truly yours, KEEFE, BRUYETTE & WOODS, INC. Enclosures NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR ANY OF ITS AFFILIATES, THE DEALER MANAGER/INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED HEREIN. 2 EX-99.9(A)5 6 FORM OF LETTER OF CLIENTS EX99.9(A)5 FIRST COMMONWEALTH FINANCIAL CORPORATION OFFER TO PURCHASE FOR CASH UP TO 2,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT LESS THAN $23.00 NOR IN EXCESS OF $26.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 29, 1999 UNLESS THE OFFER IS EXTENDED. To Our Clients: Enclosed for your consideration are the Offer to Purchase, dated August 31, 1999, and the related Letter of Transmittal (which together constitute the "Offer") in connection with the Offer by First Commonwealth Financial Corporation, a Pennsylvania corporation ("Company"), to purchase up to 2,000,000 shares of its Common Stock, $1.00 par value per share ("Shares"), at prices not less than $23.00 nor in excess of $26.00 per Share, as specified by tendering shareholders, upon the terms and subject to the conditions set forth in the Offer. The Company will determine the single per Share price, not less than $23.00 nor in excess of $26.00 per Share, net to the seller in cash ("Purchase Price"), that it will pay for Shares validly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select the Purchase Price that will allow it to buy up to 2,000,000 Shares (or such lesser number of Shares as are validly tendered at prices of not less than $23.00 nor in excess of $26.00 per Share). All Shares properly tendered at prices at or below the Purchase Price and not withdrawn on or prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase) will be purchased at the Purchase Price, subject to the terms and conditions of the Offer, including the proration provisions. See Section 1 of the Offer to Purchase. Upon the terms and subject to the conditions of the Offer, if, at the expiration of the Offer, more than 2,000,000 Shares are validly tendered at or below the Purchase Price and not withdrawn, the Company will buy Shares (i) from shareholders who owned beneficially as of the close of business on August 25, 1999, and continue to own beneficially as of the Expiration Date an aggregate of fewer than 100 Shares who properly tender all their Shares at prices at or below the Purchase Price, and (ii) then, on a pro rata basis, from all other shareholders who properly tender at or below the Purchase Price (and do not withdraw them prior to the expiration of the Offer). See Sections 1 and 2 of the Offer to Purchase. All Shares not purchased pursuant to the Offer, including Shares not purchased because of proration will be returned to the tendering shareholders at the Company's expense as promptly as practicable following the Expiration Date. We are the owner of record of Shares held for your account. As such, we are the only ones who can tender your Shares, and then only pursuant to your instructions. We are sending you the Letter of Transmittal for your information only; you cannot use it to tender Shares we hold for your account. Please instruct us as to whether you wish us to tender any or all of the Shares we hold for your account on the terms and subject to the conditions of the Offer. We call your attention to the following: 1. You may tender all or a portion of your Shares at prices not less than $23.00 nor in excess of $26.00 per Share as indicated in the attached Instruction Form, net to you in cash. If you do not wish to specify a Purchase Price you may indicate that you have tendered your Shares at the Purchase Price (not less than $23.00 nor in excess of $26.00 per Share) as determined by the Company in accordance with the terms of the Offer. 2. The Offer is not conditioned on any minimum number of Shares being tendered pursuant to the Offer. 3. The Offer, proration period and withdrawal rights will expire at 5:00 p.m., New York City time, on Wednesday, September 29, 1999, unless the Company extends the Offer. 4. The Offer is for 2,000,000 shares, constituting approximately 6.5% of the Shares outstanding as of August 18, 1999. 5. Tendering shareholders will not be obligated to pay any stock transfer taxes on the Company's purchase of Shares pursuant to the Offer, subject to Instruction 7 of the Letter of Transmittal. 6. If you beneficially held, as of the close of business on August 25, 1999, an aggregate of fewer than 100 Shares and you continue to beneficially own as of the Expiration Date an aggregate of fewer than 100 Shares, and you instruct us to tender on your behalf all such Shares at or below the Purchase Price before the Expiration Date (as defined in the Offer to Purchase) and complete the box captioned "Odd Lots" in the attached Instruction Form, the Company, upon the terms and subject to the conditions of the Offer, will accept all such Shares for purchase before proration, if any, of the purchase of other Shares validly tendered at or below the Purchase Price. 7. If you wish to tender portions of your Shares at different prices, you must complete a separate Instruction Form for each price at which you wish to tender each such portion of your Shares. We must submit separate Letters of Transmittal on your behalf for each price you will accept. If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the attached Instruction Form. An envelope to return your Instruction Form to us is enclosed. If you authorize us to tender your Shares, we will tender all such Shares unless you specify otherwise on the attached Instruction Form. YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION DATE OF THE OFFER. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 29, 1999, UNLESS THE COMPANY EXTENDS THE OFFER. As described in Section 1 of the Offer to Purchase, if more than 2,000,000 Shares have been validly tendered at prices at or below the Purchase Price and not withdrawn on or prior to the Expiration Date (as defined in the Offer to Purchase), the Company will purchase properly tendered Shares on the basis set forth below: (a) first, all Shares validly tendered and not withdrawn on or prior to the Expiration Date by or on behalf of any shareholder who owned beneficially, as of the close of business on August 25, 1999 and continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares who: (1) validly tenders all of such Shares at a price at or below the Purchase Price (partial tenders will not qualify for this preference); and (2) completes the box captioned "Odd Lots" on the Letter of Transmittal; and (b) second, after purchase of all of the foregoing Shares, then all other Shares validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date on a pro rata basis (with appropriate adjustments to avoid purchases of fractional Shares) as described in Section 1 of the Offer to Purchase. The Offer is being made to all holders of Shares. The Company is not aware of any jurisdiction where the making of the Offer is not in compliance with applicable law. If the Company becomes aware of any jurisdiction where the making of the Offer is not in compliance with any valid applicable law, the Company will make a good faith effort to comply with such law. If, after such good faith effort, the Company cannot comply with such law, the Offer will not be made to, nor will tenders be accepted from or on behalf of, holders of Shares residing in such jurisdiction. In any jurisdiction the securities or blue sky laws of which require the Offer to be made by a licensed broker or dealer, the Offer is being made on the Company's behalf by the Dealer Manager/Information Agent or one or more registered brokers or dealers licensed under the laws of such jurisdiction. 2 INSTRUCTION FORM FOR SHARES HELD BY BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES. INSTRUCTIONS FOR TENDER OF SHARES OF FIRST COMMONWEALTH FINANCIAL CORPORATION Please tender to First Commonwealth Financial Corporation ("Company"), on (our) (my) behalf, the number of Shares indicated below, which are beneficially owned by (us) (me) and registered in your name, upon terms and subject to the conditions contained in the Offer to Purchase of the Company dated August 31, 1999, and the related Letter of Transmittal, the receipt of both of which is acknowledged. The undersigned hereby instruct(s) you to tender to the Company the number of Shares indicated below, at the price per Share indicated below pursuant to the terms and subject to the conditions of the Offer. Aggregate number of Shares to be tendered by you for us: Shares. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED (SEE INSTRUCTION 5 ON THE LETTER OF TRANSMITTAL) By checking one of the price boxes below, the undersigned understands that none of my Shares will be purchased if the Purchase Price is less than the price checked. If you do not wish to specify a purchase price, check the following box, in which case you will be deemed to have tendered at the Purchase Price determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share below). [_] Price (in dollars) per Share at which Shares are being tendered (See Instruction 5 on the Letter of Transmittal): [_] $23.00 [_] $23.50 [_] $24.00 [_] $24.50 [_] $25.00 [_] $25.50 [_] $26.00 ODD LOTS (SEE INSTRUCTION 9 ON THE LETTER OF TRANSMITTAL) [_]Check here ONLY if I was the beneficial owner as of the close of business on August 25, 1999, and continue to be the beneficial owner as of the Expiration Date, of an aggregate of fewer than 100 Shares, all of which are being tendered. [_]The Odd Lot Shares are being tendered at the price per Share indicated above in the box entitled "Price (In Dollars) Per Share At Which Shares Are Being Tendered." OR [_]By checking this box INSTEAD OF ONE OF THE PRICE PURCHASE BOXES ABOVE, I hereby tender Shares and I am willing to accept the Purchase Price determined by the Company in accordance with the terms of the Offer. This action will result in my receiving a price per Share of as low as $23.00 or as high as $26.00. THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY. 3 THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS, HOWEVER, MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH SHAREHOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY TO TENDER AND AT WHAT PRICE. EMPLOYEES, OFFICERS AND DIRECTORS OF THE COMPANY MAY PARTICIPATE IN THE OFFER ON THE SAME BASIS AS THE COMPANY'S OTHER SHAREHOLDERS. Signature(s): __________________________________________________________ _______________________________________________________________ Address: (Including Zip Code) Name(s):________________________________________________________________ (Please Print) (Please Print) _______________________________________________________________ Area Code and Telephone Number Date: ___________________, 1999 ________________________________________________________________________ (Employer Identification or Social Security Number) IMPORTANT: SHAREHOLDERS ARE ENCOURAGED TO RETURN A COMPLETED FORM W-9 WITH THEIR INSTRUCTION FORM. 4 EX-99.9(A)6 7 FORM OF LETTER TO SHAREHOLDERS OF THE COMPANY EX99.9(A)6 [Commonwealth logo appears here] August 31, 1999 Dear Shareholders: Over time, the profitable operations of First Commonwealth Financial Corporation (the "Company") have contributed to the growth of a capital base that exceeds all applicable regulatory standards and the amount of capital needed to support the Company's banking business. After evaluating a variety of alternatives to utilize this strong capital base more effectively and to maximize value to our shareholders, we have determined that a repurchase of our own shares is currently the best alternative to accomplish these objectives. The Board of Directors has approved a repurchase of 2,000,000 shares of the Company's common stock, or approximately 6.5 percent of our 30,991,646 outstanding shares. A copy of the Offer to Purchase is enclosed. The Company is conducting the offer through a procedure referred to as a "Modified Dutch Auction." This procedure allows you to select the price at which you are willing to sell, or tender, all or part of your shares within a price range of not less than $23.00 per share nor in excess of $26.00 per share. Upon expiration of the offer, we will select the purchase price from those shares tendered that will allow us to buy 2,000,000 shares. All shares purchased in the offer will receive the same purchase price, even those shares that are tendered below the purchase price. In addition, if you own less than 100 shares and tender all of your shares at or below the purchase price, you will receive priority and have all of your shares purchased even if more than 2,000,000 shares are tendered. We encourage each shareholder to read carefully the Offer to Purchase and related materials. Neither First Commonwealth Financial Corporation nor our Board of Directors makes any recommendation with respect to whether you should tender shares to the Company. You should make your decision independently after consulting with your advisors. To assist us with this offer, we have engaged Keefe, Bruyette & Woods, Inc. to serve as Dealer Manager and Information Agent. Representatives from this firm may contact you by phone to make sure you have received the Offer to Purchase and related materials and to answer any questions you may have. If you need information or additional forms, please call toll-free the Dealer Manager/Information Agent at (877) 298-6520 between 9:00 a.m. and 5:00 p.m., New York City time. Unless otherwise extended, the offer will expire at 5:00 p.m., New York City time, on September 29, 1999. We again encourage you to read carefully the enclosed material. As always, we appreciate your interest in First Commonwealth Financial Corporation. Sincerely, /s/ Joseph E. O'Dell Joseph E. O'Dell President and Chief Executive Officer EX-99.9(A)7 8 FRM. OF LTR., INST., DIR. FRM. & QST. & ANS. TO PRT. IN ESOP EX99.9(A)7 IMMEDIATE ATTENTION REQUIRED August 31, 1999 TO: PARTICIPANTS IN THE FIRST COMMONWEALTH CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN (the "ESOP") FROM: FIRST COMMONWEALTH TRUST COMPANY, TRUSTEE RE: DIRECTION CONCERNING TENDER OF SHARES CREDITED TO YOUR ESOP ACCOUNT Dear ESOP Participant: Enclosed are materials that require your attention. First Commonwealth Financial Corporation has announced an offer to purchase shares of its Common Stock, par value $1.00 per share, at prices in cash which would be reinvested into the Company's common stock, in accordance with the terms of the ESOP and its Trust Agreement, without interest thereon, not less than $23.00 nor in excess of $26.00 per Share specified by the tendering Shareholder. Included with this letter is a handout that provides answers to common questions that ESOP participants may have concerning the Tender Offer. If you do not want to tender your shares, you do not need to complete or return this form. If you should have any questions concerning this matter, please call the Information Agent or Trustee at: Keefe, Bruyette & Woods, Inc. 211 Bradenton Avenue Dublin, OH 43017-3541 Toll Free: (877) 298-6520 First Commonwealth Trust Company 614 Philadelphia Street Indiana, PA 15701 (800) 459-3282 1 FIRST COMMONWEALTH FINANCIAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN DIRECTION FORM BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY THE ACCOMPANYING OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL AND ALL OTHER ENCLOSED MATERIALS I hereby direct First Commonwealth Trust Company, as Trustee of the First Commonwealth Financial Corporation Employee Stock Ownership Plan (the "ESOP"), to tender to First Commonwealth Financial Corporation (the "Company"), in accordance with the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal, dated August 31, 1999, a copy of which I have received and read, the indicated number of shares of the Company's Common Stock, par value $1.00 per share (the "Shares" or the "Common Stock"), credited to my ESOP account, as provided below. (CHECK ONLY ONE BOX): [_] 1. By checking this one box INSTEAD OF ONE OF THE PRICE BOXES BELOW, I direct you to tender all Shares credited to my ESOP account, and I will accept the Purchase Price resulting from the Dutch auction tender process provided such Purchase Price is not less than the price of the Common Stock prevailing on the New York Stock Exchange (i.e., the mean between the highest and lowest quoted selling prices of the Shares) on the expiration date of the tender offer. This action could result in receiving a price per Share as low as $23.00 or as high as $26.00. OR [_] 2. Please TENDER Shares credited to my ESOP account as indicated below for each of the prices provided. If any price set forth below is less than the prevailing price of the New York Stock Exchange (as described in 1 above), the number of Shares indicated will not be tendered. (The total of the Shares may NOT exceed the number of Shares credited to your account). A blank space before a given price will be taken to mean that no Shares are to be tendered at that price. FILL IN THE TABLE BELOW ONLY IF YOU HAVE CHECKED BOX NUMBER 2. ---------------------------------------------------------------
PRICE --------------------------------------------------------------- Number of Shares to be [_] $23.00 Tendered (The total of all [_] $23.50 Shares must be less than or [_] $24.00 equal to the number of Shares [_] $24.50 credited to your account) [_] $25.00 [_] $25.50 [_] $26.00 ___ Total shares tendered ---------------------------------------------------------------
2 INSTRUCTIONS Carefully complete Page 2 of this Direction Form if you want to tender Shares. Then insert today's date and sign and print your name in the spaces provided immediately below. Enclose the Direction Form in the included postage prepaid envelope and mail it promptly. YOUR DIRECTION FORM MUST BE RECEIVED BY FIRST COMMONWEALTH TRUST COMPANY NOT LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 29, 1999, UNLESS EXTENDED. Direction Forms that are not fully and properly completed, dated, and signed, or that are received after the deadline, will be ignored, and the Shares credited to your account will not be tendered unless otherwise required by law. Note that the Trustee must also ignore any direction that it determines cannot be implemented without violation of the law. Date: _______________, 1999____________________________________________________ Your Signature (Please sign your name as it appears below) ____________________________________________________ (Please print your name) 3 FIRST COMMONWEALTH FINANCIAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN (the "ESOP") 1. What happens to my account in the ESOP if I do not tender my shares? If you do not want to tender your shares, you do not need to return this form. If your shares are not tendered, they will remain in your ESOP account. You will continue to receive a benefit statement that will give you information on how many shares have been allocated to your account and the value of your account. 2. What happens to my account if I do tender my shares? If you elect to tender your shares, First Commonwealth Trust Company (the "Trustee") will invest that amount back into the Company's common stock in accordance with the terms of the Trust Agreement under the ESOP on or before December 31, 1999. It is quite possible that the number of the Company's shares in your account will increase or decrease as a result of these transactions, depending on the price of the Company's shares when the Trustee repurchases them. 3. Will there be a tax consequence to me if I tender my shares? YOU SHOULD BE AWARE THAT IF YOU DECIDE TO TENDER SHARES HELD IN YOUR ESOP ACCOUNT, YOU MAY SUFFER ADVERSE TAX CONSEQUENCES. The tender, sale, and repurchase of the Company's stock will all occur inside the ESOP so that there will be no amount includable in your gross income for federal income tax purposes this year as a result of these transactions. However, if the ESOP's basis in the shares in your account increases as a result of the transactions (i.e., if the price the Trustee pays for the shares when they are repurchased is greater than the price the Trustee paid for the shares when they were first bought by the ESOP), your net unrealized appreciation in the shares (i.e., the excess of the value of the shares upon their distribution to you over the ESOP's basis in the shares) will be less than it would have been if you had not tendered your shares. The tax results of this are shown in the following example: Suppose your shares currently have a basis of $20 per share, the trustee is paid $50 per share when you tender them, and the Trustee repurchases them for $45 per share later this year. Then the ESOP's basis in the shares will have increased from $20 to $45. Suppose the shares have a value of $60 per share when they are distributed to you (after your separation from service or some other event entitling you to the distribution of the shares), and you do not roll them over to an individual retirement account or another tax-favored retirement vehicle. Then you will have to include $45 per share in your gross income and pay tax on that amount at ordinary income rates. If you had not tendered your shares, you would have included only $20 per share in your income. The remainder of the value of the shares is net unrealized appreciation, not taxable until you dispose of the shares. You will also have decreased the portion of the value of the shares subject to capital gain rates. Suppose in the same example you then sell the shares for $60 per share. Of the total $60 on which tax must be paid, you have already paid tax on $45 at ordinary income rates, leaving only $15 to be taxed at capital gain rates. If you had not tendered your shares, you would have paid tax at ordinary income rates on only $20 and paid tax at capital gain rates on $40. 4. When can I receive my ESOP account balance? You will not directly receive any portion of the tender proceeds. As stated in Question 2 above, any such proceeds will be invested by the Trustee back into the Company's common stock in accordance with the terms of the ESOP. Upon your termination of service, retirement, or death, your account balance will be 4 payable to you or your beneficiaries under the terms of the ESOP. The amount you receive will be based on the value of your account, which may consist of the Company's stock and/or invested tender proceeds. You will not owe any taxes on your ESOP account until your account is paid to you. When you receive a payout from the ESOP, you also will receive a statement to be used for tax purposes and an explanation of the taxation rules on your payout. 5. What is the value of the shares held in my ESOP account? Under the ESOP, the value of the Company's common stock is determined by the Trustee. The stock is traded on the New York Stock Exchange and, absent unusual circumstances, the Trustee will look to the market for this valuation. The stock value can go up or down. As stated in Question 2 above, should you tender your shares, the cash proceeds will be invested in your account in accordance with the terms of the ESOP. 6. If I have any further questions about the ESOP, whom should I call? You should contact your local human resources representative with questions regarding the ESOP. 5 EX-99.9(A)8 9 FRM. OF LTR., INST., DIR. FRM. & QST. & ANS. TO PRT. IN 401(K) EX 99.9(A)8 IMMEDIATE ATTENTION REQUIRED August 31, 1999 TO: PARTICIPANTS IN THE FIRST COMMONWEALTH FINANCIAL CORPORATION 401(k) RETIREMENT SAVINGS AND INVESTMENT PLAN (the "401(k) Plan") FROM: FIRST COMMONWEALTH TRUST COMPANY, TRUSTEE RE: DIRECTION CONCERNING TENDER OF SHARES CREDITED TO YOUR 401(k) PLAN ACCOUNT Dear 401(k) Plan Participant: Enclosed are materials that require your attention. First Commonwealth Financial Corporation has announced an offer to purchase shares of its Common Stock, par value $1.00 per share, at prices of not less than $23.00 nor in excess of $26.00 per Share specified by the tendering Shareholder. Included with this letter is a handout that provides answers to common questions that 401(k) Plan participants may have concerning the Tender Offer. If you do not want to tender shares, you do not need to complete or return this form. If you should have any questions concerning this matter, please call the Information Agent or the Trustee at: Keefe, Bruyette & Woods, Inc. 211 Bradenton Avenue Dublin, OH 43017-3541 Toll Free: (877) 298-6520 First Commonwealth Trust Company 614 Philadelphia Street Indiana, PA 15701 (800) 459-3282 1 FIRST COMMONWEALTH FINANCIAL CORPORATION 401(k) RETIREMENT SAVINGS & INVESTMENT PLAN DIRECTION FORM BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY THE ACCOMPANYING OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL AND ALL OTHER ENCLOSED MATERIALS I hereby direct First Commonwealth Trust Company, as Trustee of the First Commonwealth Financial Corporation 401(k) Retirement Savings & Investment Plan (the "401(k) Plan"), to tender to First Commonwealth Financial Corporation (the "Company"), in accordance with the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal, dated August 31, 1999, a copy of which I have received and read, the indicated number of shares of the Company's Common Stock, par value $1.00 per share (the "Shares" or the "Common Stock"), credited to my 401(k) Plan account, or to hold such Shares for my account, in either case as provided below. (CHECK ONLY ONE BOX): [_] 1By.checking this one box INSTEAD OF ONE OF THE PRICE BOXES BELOW, I direct you to tender all Shares credited to my 401(k) Plan account, and I will accept the Purchase Price resulting from the Dutch auction tender process provided such Purchase Price is not less than the price of the Common Stock prevailing on the New York Stock Exchange (i.e., the mean between the highest and lowest quoted selling prices of the Shares) on the expiration date of the tender offer. This action could result in receiving a price per Share as low as $23.00 or as high as $26.00. OR [_] 2Please.TENDER Shares credited to my 401(k) Plan account as indicated below for each of the prices provided. If any price set forth below is less than the prevailing price on the New York Stock Exchange (as described in 1 above), the number of Shares indicated will not be tendered. (The total of the Shares may NOT exceed the number of Shares credited to your account). A blank space before a given price will be taken to mean that no Shares are to be tendered at that price. FILL IN THE TABLE BELOW ONLY IF YOU HAVE CHECKED BOX NUMBER 2. ----------------------------------------------------------------
PRICE ---------------------------------------------------------------- Number of Shares to be Tendered [_] $23.00 (The total of all [_] $23.50 Shares must be less than or [_] $24.00 equal to the number of Shares [_] $24.50 credited to your account) [_] $25.00 [_] $25.50 [_] $26.00 ___ Total shares tendered ----------------------------------------------------------------
2 INSTRUCTIONS Carefully complete Page 2 of this Direction Form if you wish to tender Shares. Then insert today's date and sign and print your name in the spaces provided immediately below. Enclose the Direction Form in the included postage prepaid envelope and mail it promptly. YOUR DIRECTION FORM MUST BE RECEIVED BY FIRST COMMONWEALTH TRUST COMPANY NOT LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 29, 1999, UNLESS EXTENDED. Direction Forms that are not fully and properly completed, dated, and signed, or that are received after the deadline, will be ignored, and the Shares allocated to your account will not be tendered unless otherwise required by law. Note that the Trustee must also ignore any direction that it determines cannot be implemented without violation of the law. Date: , 1999 _____________________________________________________ Your Signature (Please sign your name as it appears below) _______________________________________________ (Please print your name) 3 FIRST COMMONWEALTH FINANCIAL CORPORATION 401(k) RETIREMENT SAVINGS & INVESTMENT PLAN (the "Plan") 1. What happens to my account in the Plan if I do not tender my shares? If you do not want to tender your shares, you do not need to return this form. If your shares are not tendered, they will remain in your Plan account. Each quarter you will continue to receive a benefit statement that will give you information on how many shares have been credited to your account and the value of your account. 2. What happens to my account if I do tender my shares? If you elect to tender your shares, First Commonwealth Trust Company (the "Trustee") will deposit all of the cash you receive from the tender offer into your Plan account. That amount will initially be invested according to your current investment elections for new contributions at the time of the tender under the Plan. The cash will remain in those investments until you decide to change the investment of your account as of the next change date. 3. Will there be a tax consequence to me if I tender my shares? YOU SHOULD BE AWARE THAT IF YOU DECIDE TO TENDER SHARES HELD IN YOUR PLAN ACCOUNT, YOU MAY SUFFER ADVERSE TAX CONSEQUENCES. The tender and sale of the Company's stock and the reinvestment of the tender proceeds in other investments will all occur inside the Plan so that there will be no amount includable in your gross income for federal income tax purposes this year as a result of these transactions. However, your net unrealized appreciation in the shares (i.e., the excess of the value of the shares over the Plan's basis in the shares) will be lost. The tax results of this are shown in the following example: Suppose you have one share in your Plan account with a current basis of $20 and the trustee is paid $50 for the share when you tender it. The Trustee will reinvest the proceeds in other investments. Suppose those other investments are cashed out later at a value of $60 and distributed to you (after your separation from service or some other event entitling you to the distribution). You will have to include the $60 cash in your gross income at ordinary income rates for the year you receive it (unless you roll the cash over to an individual retirement account or another tax-favored retirement vehicle). Now, suppose you do not tender the share, it increases in value to $60 before it is distributed to you, it is distributed to you in a lump sum distribution, and you do not roll it over. In that event you will include only $20 in your income at ordinary income rates. The remainder of the value of the share is net unrealized appreciation, not taxable until you dispose of the share. You will also have decreased the portion of the value of your account subject to capital gain rates. Suppose, in the same example, you then sell the share for $60. Of the total $60 on which tax must be paid, you would have already paid tax at ordinary income rates on $20 so that you will be entitled to pay tax at capital gain rates on $40. Note that if your Plan account is not distributed in a lump sum distribution (i.e., a distribution of the entire account within one taxable year on account of your termination of service, death, disability or attainment of age 59 1/2), this special tax treatment of net unrealized appreciation also will be lost. 4. When can I receive my 401(k) Plan account balance? You will not directly receive any portion of the tender proceeds. Any such proceeds will be invested as stated in Question 2 above. Upon your termination of service, retirement, or death, your account balance 4 will be payable to you or your beneficiaries under the terms of the Plan. The amount you receive will be based on the value of your account. You will not owe any taxes on your Plan account until your account is paid to you. When you receive a payout from the Plan, you also will receive a statement to be used for tax purposes and an explanation of the taxation rules on your payout. 5. What is the value of the shares held in my Plan account? Under the Plan, the value of the Company's Common Stock is determined by the Trustee. The stock is traded on the New York Stock Exchange and, absent unusual circumstances, the Trustee will look to the market for this valuation. The stock value can go up or down. Should you tender your shares, the cash proceeds will be invested in your account as stated in Question 2 above. 6. If I have any further questions regarding the Plan, whom should I call? You should contact your local human resources representative with any questions regarding the Plan. 5 EX-99.9(A)9 10 FORM OF NOTICE TO PARTICIPANTS IN ESOP AND 401(K) EX99.9(A)9 August 31, 1999 NOTICE TO FIRST COMMONWEALTH FINANCIAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN (the "ESOP") AND 401(K) RETIREMENT SAVINGS & INVESTMENT PLAN (the "401(k) Plan") PARTICIPANTS (each, a "Plan" and, together, the "Plans") Enclosed you will find materials related to an offer by First Commonwealth Financial Corporation (the "Company") to repurchase up to 2,000,000 of its shares of Common Stock, par value $1.00 per share ("Shares"). As you are a beneficial owner of Shares through the Plans, the Company is obligated, under federal securities laws and stock exchange rules, to make this offer available to you. You should be aware, however, that the ESOP provides that any cash received as a result of Plan Shares tendered in the offer will be reinvested in additional Shares. The Trustee of the 401(k) Plan will invest the cash received as a result of Plan Shares tendered in the offer according to your investment election for new contributions. Accordingly, if you decide to tender Shares, you will not receive a cash distribution as a result of the offer. In addition, you may not benefit from participating in the offer under the ESOP if the Trustee of the ESOP uses the proceeds of the tender to purchase additional Shares at prices that are higher than the purchase price determined by the Company under the offer. MORE IMPORTANTLY, YOU MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PARTICIPATION IN THE OFFER UNDER THE ESOP OR 401(K) PLAN. YOU SHOULD CONSULT WITH YOUR TAX ADVISOR BEFORE DIRECTING EITHER THE ESOP OR 401(K) PLAN TRUSTEE TO TENDER SHARES TO THE COMPANY ON YOUR BEHALF. We urge you to read the enclosed materials carefully and call the Trustee of the Plans, First Commonwealth Trust Company, at the telephone number included in these materials, if you have any questions about the offer. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH SHAREHOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY TO TENDER AND AT WHAT PRICE. FIRST COMMONWEALTH FINANCIAL CORPORATION EX-99.9(A)10 11 FORM OF QUESTION AND ANSWER BROCHURE EX99.9(A)10 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FIRST COMMONWEALTH FINANCIAL CORPORATION Questions and Answers About the Offer of First Commonwealth Financial Corporation to Purchase for Cash up to 2,000,000 Shares of Common Stock at a Purchase Price of $23.00 to $26.00 per Share August 31, 1999 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Questions and Answers about the Offer of FIRST COMMONWEALTH FINANCIAL CORPORATION To Purchase Its Stock The following information is designed to answer frequently asked questions about the offer by First Commonwealth Financial Corporation (the "Company") to purchase shares of its common stock (the "Shares"). Shareholders are referred to the Offer to Purchase dated August 31, 1999 and related Letter of Transmittal for a detailed description of the terms and conditions of the offer. Q. Why Is The Company Making This Offer? A. The Company believes it has a strong and more than adequate capital base that will allow it to continue to grow its business and using the additional capital to buy back stock will allow it to increase shareholder value. The repurchasing of stock is designed to increase the Company's return on equity by reducing the amount of equity outstanding. Q. What Is This Offer To Purchase? A. The Company is inviting its shareholders to tender shares of its common stock at prices not less than $23.00 nor in excess of $26.00 per Share in cash, as specified by shareholders tendering their Shares. The Company will determine the single per Share price, not less than $23.00 nor in excess of $26.00 per Share, net to the seller in cash (the "Purchase Price"), that it will pay for Shares validly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select the Purchase Price that will allow it to buy 2,000,000 Shares (or such lesser number of Shares as are properly tendered at prices of not less than $23.00 nor in excess of $26.00 per Share). This type of issuer tender offer is commonly referred to as a "Modified Dutch Auction." Q. What Is A "Modified Dutch Auction?" A. A Modified Dutch Auction is a process whereby a company makes a direct tender offer to its own shareholders to purchase a specified number of shares of its stock within a specified price range per share, and pays the highest price at which it accepts shares to all shareholders whose shares are accepted. In this case, the Company is making a direct offer to all of its shareholders to purchase in the aggregate 2,000,000 Shares of its common stock at a price of not less than $23.00 nor in excess of $26.00 per Share. This process allows each shareholder to elect whether to sell stock, and the price the shareholder is willing to sell at within the given price range. After receiving tenders of Shares, at the termination of the Offer, the Company will choose the price within the specified range that will permit it to purchase the amount of securities sought and this price will become the Purchase Price. Q. What Will Be The Final Purchase Price? A. All Shares acquired in the Offer will be acquired at the Purchase Price. The Company will select the Purchase Price that will allow it to buy up to 2,000,000 Shares. All shareholders tendering at or below the Purchase Price will receive the same amount. Q. What Will Happen If More Than 2,000,000 Shares Are Tendered At Or Below The Purchase Price? A. In the event that more than 2,000,000 Shares are tendered at or below the Purchase Price, Shares tendered at or below the Purchase Price will be acquired by the Company (i) first from any shareholder who owned beneficially, as of the close of business on August 25, 1999 and continues to own beneficially as of the termination of the Offer, an aggregate of fewer than 100 Shares and who validly tenders all of such Shares, and (ii) then from all other tendering shareholders subject to proration. Q. At What Price May I Tender My Shares? A. Shareholders may elect to tender their Shares in increments of fifty cents ($.50) starting at $23.00 per Share up to and including $26.00 per Share. The election as to the number of Shares and the price a shareholder is willing to tender are to be indicated on the Letter of Transmittal and Notice of Guaranteed Delivery, if applicable. Q. How Do I Tender My Shares? A. If you hold your Shares in certificate form, you must return a properly completed Letter of Transmittal (the blue form) and any other documents required by the Letter of Transmittal, 2 together with the certificates for the Shares being tendered, to the Depositary, The Bank of New York, which must be received by them by 5:00 p.m. New York City time on September 29, 1999 (the "Expiration Date"). PLEASE DO NOT ENDORSE YOUR CERTIFICATE(S). Q. How Do I Tender My Shares If My Shares Are Held By My Broker? A. If your Shares are registered in street name with a broker, dealer, commercial bank, trust company or other nominee, you will need to contact your broker, bank or other nominee and instruct the nominee to make the tender of your Shares for you. You cannot tender such Shares using the Letter of Transmittal even though you may have received one for your information. If you are a broker and are tendering Shares in book-entry form for your customers, you must comply with the Book-Entry Delivery procedure described in Section 3 of the Offer to Purchase. Q. What Do I Do If I Have Lost My Certificates, Or If They Have Been Mutilated, Destroyed Or Stolen, But I Still Want To Tender Them? A. Call the Depositary at (800) 507-9357 for instructions for tendering Shares in such circumstances. Q. I Want To Tender But I Cannot Get My Stock To The Depositary On Time. What Can I Do? A. If you cannot submit a valid tender by the expiration date but want to tender, you may complete the Notice of Guaranteed Delivery which gives you three (3) New York Stock Exchange trading days to produce the certificates. Have an Eligible Institution (as defined in Instruction 1 of the Letter of Transmittal) help you fill out the form as instructed in Section 3 of the Offer to Purchase. Q. Do I Have To Sell My Stock To The Company? A. No. A shareholder is not required to tender any stock. Q. What Happens If I Do Not Tender My Stock To The Company To Purchase? A. Your Shares will remain outstanding without a change in the terms or ownership rights. You will continue to own the same number of Shares without any adjustment, and you will continue to receive the same dividend and voting rights. However, since the Company will purchase up to 2,000,000 of its outstanding Shares, the percentage of the outstanding stock which you own will increase since the number of outstanding Shares will be reduced. Q. If I Do Tender My Shares, When Will I Receive The Money? A. As soon as practicable after the Expiration Date. If you are a registered shareholder you will receive a check from the Depositary or if you hold your stock with a bank or broker your account will be credited. The foregoing does not apply to Shares tendered through the Company's ESOP and 401(k) Plan. See separate instructions included herewith for information about tendering Shares under these Plans. Q. What If The Terms Of The Offer Change? A. In the event the Expiration Date is extended or if the terms of the Offer are materially changed, the Company will generally give notice of the change and, under certain circumstances, shareholders will be able to change or withdraw their tender for at least 10 business days from such notice. Q. Can I Tender Part Of My Stock At Different Prices? A. Yes, you can elect to tender part of your stock at one price and an additional amount at a second price. For example, if you owned 1,500 Shares, you could tender 500 Shares at one price, 500 Shares at another and keep the remaining 500 Shares. However, you cannot tender the same Shares at different prices. In the prior example, the shareholder owning 1,500 Shares cannot tender 1,500 at one price and 1,500 at another price. If you tender some Shares at one price and other Shares at a different price, you must use a separate Letter of Transmittal for each price. You may make a copy of the Letter of Transmittal if you need additional forms. Q. Is There Any Brokerage Commission? A. No. The Company will purchase stock directly from each shareholder at the Purchase Price without the use of a broker. Q. Can I Change Or Cancel My Tender? A. You may increase or decrease the number of Shares indicated in the Letter of Transmittal or withdraw it entirely up until 5:00 p.m. New York 3 City time on September 29, 1999. Generally after September 29, 1999, you cannot withdraw your tender. If you desire to change or withdraw your tender, you are responsible to make certain that a valid withdrawal is received by the deadline. Except as discussed in the Offer to Purchase, tenders are irrevocable after the September 29, 1999 deadline. Q. Can You Summarize The Process By Which Shares Are Validly Tendered? A. Generally, for certificated Shares you must complete the Letter of Transmittal (the blue form) as follows: . List the certificates and the number of Shares that you are tendering in the box captioned "Description of Shares Tendered." . Check the box specifying the price at which you are tendering in the box captioned "Price (in Dollars) Per Share at Which Shares are Being Tendered." . If you want to give us special payment instructions, complete the box captioned "Special Payment Instructions." . If you want to give us special delivery instructions, complete the box captioned "Special Delivery Instructions." . If you are an Odd Lot Holder (i.e., you hold fewer than 100 Shares) who is tendering all your shares, complete the box captioned "Odd Lots." . If your Shares are being delivered by book-entry, complete the box captioned "Box Below for Use by Eligible Institutions Only." . Complete the substitute Form W-9 to certify your tax identification number. . Sign the Letter of Transmittal in the box captioned "Important" (in certain circumstances, signatures must be guaranteed in this Box, see Instructions 1 and 6 in the Letter of Transmittal). . Contact your broker if your Shares are held in street name (held by broker) for instructions. You must deliver your Share certificates or comply with the book-entry delivery requirements. See Section 3 of the Offer to Purchase. These documents must be received by the Depositary, The Bank of New York, no later than 5:00 p.m. New York City time on September 29, 1999. If you are tendering Shares held by a broker, commercial bank, trust company or other nominee, your instructions must be given to your nominee who will, on the basis of your instructions, tender Shares for you. Please see Section 3 and the Letter of Transmittal for more details about how to tender Shares. Q. Can I Tender Shares Held In The Company's Dividend Reinvestment Plan? A. Yes, Shares credited to your account will be tendered by the Depositary according to instructions provided by you. Q. Can I Tender Shares Held In The Company's Employee Stock Ownership Plan and 401(k) Plan? If So, How Do I Tender These Shares? A. Yes, Shares credited to your account will be tendered by the Trustee of the Plans according to instructions provided by you. However, in accordance with the terms of the ESOP, proceeds from the tender will be required to be reinvested in the Company's common stock. You should read carefully the information included herewith with respect to tendering Shares held through the Company's ESOP and 401(k) Plan, including possible adverse tax consequences of doing so. Q. How Can I Get More Information? A. If you have a question, please call our Dealer Manager/Information Agent, Keefe, Bruyette & Woods, Inc., at (877) 298-6520 from 9:00 a.m.-5:00 p.m., New York City time, Monday through Friday. THIS BROCHURE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SECURITIES. THE OFFER TO PURCHASE THE STOCK OF THE COMPANY IS MADE ONLY BY THE FIRST COMMONWEALTH FINANCIAL CORPORATION OFFER TO PURCHASE DOCUMENT DATED AUGUST 31, 1999 AND THE ACCOMPANYING LETTER OF TRANSMITTAL. 4 EX-99.9(A)11 12 TEXT OF PRESS RELEASE OF JULY 13, 1999 EX99.9(A)11 PRESS RELEASE First Commonwealth Financial Board of Directors Authorizes Common Stock Buyback of Two Million Shares INDIANA, Pa., July 13. The Board of Directors of First Commonwealth Financial Corporation (NYSE: FCF - news), today authorized the buyback of up to two million shares of common stock. The buyback if fully completed would reduce the number of outstanding shares approximately 6.5%. First Commonwealth Financial Corporation is a $4.2 billion financial services holding company headquartered in Indiana, PA. It operates through two chartered banks, Southwest Bank in Westmoreland and Allegheny counties and First Commonwealth Bank, in 18 counties in western and central PA with its nine affiliate banks including: NBOC Bank, Indiana; Deposit Bank, DuBois; Cenwest Bank, Johnstown; First Bank of Leechburg; Peoples Bank, Jennerstown; Central Bank, Hollidaysburg; Peoples Bank of Western Pennsylvania, New Castle; Unitas Bank, Chambersburg; and Reliable Bank, Bridgeville. Financial services and insurance products are also provided through First Commonwealth Trust Company and First Commonwealth Insurance Agency. Both are headquartered in Indiana. The Corporation also owns Commonwealth Systems Corporation, a data processing subsidiary, Indiana, and jointly owns Commonwealth Trust Credit Life Insurance Company, a credit life reinsurance company. Statements contained in this press release which 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 which 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. EX-99.9(A)12 13 TEXT OF PRESS RELEASE OF AUG. 31, 1999 EX99.9(A)12 PRESS RELEASE FIRST COMMONWEALTH FINANCIAL CORPORATION ANNOUNCES OFFER TO REPURCHASE UP TO 2,000,000 OF ITS COMMON STOCK Contact: John Dolan Chief Financial Officer First Commonwealth Financial Corporation (724) 349-7220 INDIANA, PENNSYLVANIA, AUGUST 31 1999. First Commonwealth Financial Corporation (New York Stock Exchange: FCF) commenced a "Modified Dutch Auction" self-tender offer on August 31, 1999 for up to 2,000,000 shares of its Common Stock, or approximately 6.5 percent of its outstanding shares of Common Stock. The tender offer will allow shareholders to specify prices at which they are willing to tender their shares at a price not less than $23.00 and not in excess of $26.00 per share. After receiving tenders, the Company will determine a single per share price that will allow it to buy up to 2,000,000 shares of Common Stock. All shares purchased will be purchased at the Company-selected price for cash, net to the seller, without interest thereon, even if tendered at a lower price. If more than 2,000,000 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 offer is not conditioned on a minimum number of shares being tendered. The offer is, however, subject to other conditions as described in the Offer to Purchase. The tender offer and withdrawal rights will expire at 5:00 p.m., New York City time, on Wednesday, September 29, 1999, unless extended. Keefe, Bruyette & Woods, Inc. will act as dealer manager and information agent for the tender offer. The Bank of New York will serve as the depositary. Each shareholder is urged to consult his or her tax advisor as to the particular tax consequences of the tender offer to such shareholder. The full details of the tender offer, including complete instructions on tendering procedures along with the transmittal forms and other data is being mailed to shareholders commencing August 31, 1999. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH SHAREHOLDER'S SHARES IN THE OFFER AND HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of First Commonwealth Financial Corporation Common Stock. The offer is made solely by the Offer to Purchase, dated August 31, 1999, and the related Letter of Transmittal. EX-99.9(A)13 14 TEXT OF NEWSPAPER ADVERTISEMENT ON AUG. 31, 1999 EX99.9(A)13 - -------------------------------------------------------------------------------- ----------------------------------------------------------------------------- This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares. The offer is made solely by the Offer to Purchase and the related Letter of Transmittal which are being mailed to shareholders of First Commonwealth Financial Corporation on or about August 31, 1999. While the Offer is being made to all shareholders of First Commonwealth Financial Corporation, tenders will not be accepted from or on behalf of the shareholders in any jurisdiction in which the acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions whose laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of First Commonwealth Financial Corporation by Keefe, Bruyette & Woods, Inc. (the "Dealer Manager"), or one or more registered brokers or dealers licensed under the laws of such jurisdiction. Notice of Offer to Purchase for Cash by First Commonwealth Financial Corporation Up to 2,000,000 Shares of its Common Stock, Par Value $1.00 Per Share At a Purchase Price Not Less Than $23.00 Nor in Excess of $26.00 Per Share First Commonwealth Financial Corporation, a Pennsylvania corporation (the "Company"), offers to purchase from its shareholders up to 2,000,000 shares of its Common Stock, par value $1.00 per share (the "Shares"), at a price net to the seller in cash, without interest thereon, of not less than $23.00 nor in excess of $26.00 per Share as specified by each tendering shareholder, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 31, 1999 and in the related Letter of Transmittal (which together constitute the "Offer"). THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 29, 1999, UNLESS THE OFFER IS EXTENDED. The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions set forth in the Offer of Purchase. THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH SHAREHOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY TO TENDER AND AT WHAT PRICE. EMPLOYEES, DIRECTORS AND EXECUTIVE OFFICERS MAY PARTICIPATE IN THE OFFER ON THE SAME BASIS AS THE COMPANY'S OTHER SHAREHOLDERS. The Company will determine a single per Share price (not less than $23.00 nor in excess of $26.00 per Share) that it will pay for the Shares validly tendered pursuant to the Offer and not withdrawn (the "Purchase Price"), taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The Company will select the Purchase Price that will allow it to purchase 2,000,000 Shares (or such lesser number of Shares as is validly tendered and not withdrawn at prices of not less than $23.00 nor in excess of $26.00 per Share) pursuant to the Offer. The Company will purchase all Shares validly tendered at prices at or below the Purchase Price and not withdrawn on or prior to the Expiration Date, upon the terms and subject to the conditions of the Offer, including the provisions relating to proration described below. The Purchase Price will be paid in cash, net to the seller, without interest thereon, with respect to all Shares purchased. Shares tendered at prices in excess of the Purchase Price and Shares not purchased because of proration will be returned. The Company reserves the right to purchase more than 2,000,000 Shares pursuant to the Offer but does not currently plan to do so. For purposes of the Offer, the Company shall be deemed to have accepted for payment (and thereby purchased), subject to proration, Shares that are validly tendered and not withdrawn as, if and when it gives oral or written notice to The Bank of New York (the "Depositary") of the Company's acceptance for payment of such Shares. In the event of proration, the Company will determine the proration factor and pay for those tendered Shares accepted for payment as soon as practicable after the Expiration Date. However, the Company does not expect to be able to announce the final results of any such proration until approximately seven (7) New York Stock Exchange trading days after the Expiration Date. The Company will pay for Shares that it has purchased pursuant to the Offer by depositing the aggregate Purchase Price therefor with the Depositary. The Depositary will act as agent for tendering shareholders for the purpose of receiving payment from the Company and transmitting payment to tendering shareholders. Under no circumstances will interest be paid on amounts to be paid to tendering shareholders, regardless of any delay in making such payment. The Company believes that the purchase of Shares is an attractive use of a portion of the Company's available capital on behalf of its shareholders and is consistent with the Company's long-term goal of increasing shareholder value. Over time, the Company's profitable operations have contributed to the growth of a capital base that exceeds all applicable regulatory standards and the amount of capital needed to support the Company's banking business. After evaluating a variety of alternatives to utilize more effectively its capital base and to attempt to maximize shareholder value, the Company's management and its Board of Directors believe that the purchase of Shares pursuant to the Offer is a positive action that is intended to accomplish the desired objective of increasing shareholder value. Other actions previously employed, including an open market purchase of Shares, increases in payment of cash dividends, and capital management leverage strategies, have enhanced shareholder value, but capital remains at high levels. The Offer will enable shareholders who are considering the sale of all or a portion of their Shares the opportunity to determine the price or prices (not less than $23.00 nor in excess of $26.00 per Share) at which they are willing to sell their Shares, and, if any such Shares are purchased pursuant to the Offer, to sell those Shares for cash without the usual transaction costs associated with open-market sales. The Offer may also give shareholders the opportunity to sell Shares at prices greater than market prices prevailing prior to the announcement of the Offer. In addition, qualifying shareholders owning beneficially fewer than 100 Shares, whose Shares are purchased pursuant to the Offer, not only will avoid the payment of brokerage commissions but will also avoid any applicable odd lot discounts to the market price typically charged by brokers for executing odd lot trades. Upon the terms and subject to the conditions of the Offer, if 2,000,000 or fewer Shares have been validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date, the Company will purchase all such Shares. Upon the terms and subject to the conditions of the Offer, if more than 2,000,000 Shares have been validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date, the Company will purchase Shares in the following order of priority: (a) first, all Shares validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date by or on behalf of any shareholder who owned beneficially, as of the close of business on August 25, 1999 and continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares and who validly tenders all of such Shares (partial tenders will not qualify for this preference) and completes the box captioned "Odd Lots" on the Letter of Transmittal; and (b) then, after purchase of all of the foregoing Shares, all other Shares validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date on a pro rata basis, if necessary (with appropriate adjustments to avoid purchases of fractional Shares). If proration of tendered Shares is required, (i) because of the difficulty in determining the number of Shares validly tendered and (ii) as a result of the "odd lot" procedure described above, the Company does not expect that it would be able to announce the final proration factor or to commence payment for any Shares purchased pursuant to the Offer until approximately seven (7) New York Stock Exchange trading days after the Expiration Date. Preliminary results of proration will be announced by press release as promptly as practicable after the Expiration Date. Holders of Shares also may obtain such preliminary information from the Dealer Manager/Information Agent. The Company expressly reserves the right, in its sole discretion, at any time and from time to time to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any Shares by giving oral or written notice of such extension to the Depositary and making a public announcement thereof. Tenders of Shares made pursuant to the Offer may not be withdrawn after the Expiration Date, except that they may be withdrawn after 12:00 midnight, New York City time, October 27, 1999, unless accepted for payment by the Company as provided in this Offer to Purchase. For a withdrawal to be effective, a shareholder of Shares held in physical form must provide a written, telegraphic or facsimile transmission notice of withdrawal to the Depositary, before the Expiration Date, which notice must contain: (A) the name of the person who tendered the Shares; (B) a description of the Shares to be withdrawn (including the number of Shares being withdrawn); (C) the certificate numbers shown on the particular certificates evidencing such Shares; (D) the signature of such shareholder executed in the same manner as the original signature on the Letter of Transmittal (including any signature guarantee (if such original signature was guaranteed)); and (E) if such Shares are held by a new beneficial owner, evidence satisfactory to the Company that the person withdrawing the tender has succeeded to the beneficial ownership of the Shares. A purported notice of withdrawal which lacks any of the required information will not be an effective withdrawal of a tender previously made. THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY TENDERS ARE MADE. The information required to be disclosed by Rule 13e-4(d)(1) under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference. The Offer to Purchase and the related Letter of Transmittal are being mailed to record holders of Shares and are being furnished to brokers, banks and similar persons whose names or the names of whose nominees, appear on the Company's stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares. Additional copies of the Offer to Purchase and the Letter of Transmittal may be obtained from the Depositary, the Information Agent or the Dealer Manager and will be furnished promptly at the Company's expense. The Information Agent for the Offer is: KEEFE, BRUYETTE & WOODS, INC. 211 Bradenton Avenue Dublin, Ohio 43017-3541 Call Toll Free: (877) 298-6520 The Dealer Manager for the Offer is: KEEFE, BRUYETTE & WOODS, INC. Two World Trade Center 85th Floor New York, New York 10048 Call Toll Free: (800) 966-1559 August 31, 1999 -----END PRIVACY-ENHANCED MESSAGE-----