UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 28, 2017
First Commonwealth Financial Corporation
(Exact name of registrant as specified in its charter)
| Pennsylvania | 001-11138 | 25-1428528 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 601 Philadelphia Street, Indiana, PA | 15701 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (724) 349-7220
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On April 3, 2017, DCB Financial Corp (“DCB”), merged with and into First Commonwealth Financial Corporation (the “Company”), with the Company continuing as the surviving entity (the “Merger”) pursuant to the Agreement and Plan of Merger, dated as of October 2, 2016 (the “Merger Agreement”), by and between the Company and DCB. Immediately following the Merger, The Delaware County Bank and Trust Company that was wholly owned by DCB, merged with and into First Commonwealth Bank, which is wholly owned by the Company (“FCB”), with FCB continuing as the surviving entity (the “Bank Merger”).
Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of DCB common stock, without par value (“DCB Common Stock”), subject to the proration and allocation procedures set forth in the Merger Agreement, was converted into the right to receive for each share of DCB Common Stock either (i) $14.50 in cash (the “cash consideration”) or (ii) 1.427 shares of the Company’s common stock, par value $1.00 per share (the “stock consideration” and, together with the cash consideration, the “Merger Consideration”). At the Effective Time, each outstanding option to acquire shares of DCB common stock was cancelled in exchange for a cash payment equal to the value of the option, if any. In addition, at the Effective Time, any unvested restricted stock vested in full and was entitled to receive the Merger Consideration.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Form 8-K filed on October 3, 2016 and is incorporated herein by reference.
On April 3, 2017, the Company issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 28, 2017, Bart E. Johnson, a director of DCB prior to the Effective Time, was appointed to the Board of Directors of the Company and FCB effective immediately following the Company’s 2017 Annual Meeting of Shareholders, which has been called for April 25, 2017, subject to the consummation of the Merger on April 3, 2017. The Board of Directors of the Company does not currently expect Mr. Johnson will serve on a committee of the Board of Directors of the Company. Mr. Johnson was appointed to the Board of Directors of the Company and FCB pursuant to the terms of the Merger Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release dated April 3, 2017 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 3, 2017
| FIRST COMMONWEALTH FINANCIAL CORPORATION | ||
| By: | /s/ Matthew Tomb | |
| Name: | Matthew Tomb | |
| Title: | Executive Vice President, Chief Risk Officer and General Counsel | |
Exhibit 99.1
First Commonwealth Completes Acquisition of DCB Financial
INDIANA, PA, April 3, 2017 – First Commonwealth Financial Corporation (NYSE: FCF) today announced it has completed its acquisition of DCB Financial Corp (OTC PINK: DCBF), effective April 3, 2017. The Delaware Bank and Trust Company has also merged into First Commonwealth Bank. The core banking systems conversion, along with signage and account changes for clients, is expected to be completed over the weekend of May 20, 2017.
“We are pleased to complete this strategic transaction and thrilled to welcome our new shareholders, clients and team members to First Commonwealth,” said President and Chief Executive Officer T. Michael Price. “Within the next few weeks, we will combine our computer systems and branch operations. During this transition and beyond, our clients will continue to receive the same level of outstanding client service from the same bankers they’ve come to know so well.”
The acquisition, which was announced on October 3rd, 2016, includes 13 banking offices in Delaware County, Ohio, giving First Commonwealth 135 financial solution centers throughout its footprint. With $550 million in assets and $477 million in deposits as of December 31, 2016, the acquisition of DCB Financial will significantly expand First Commonwealth’s presence in Central Ohio and improve its deposit market share to No. 3 in Delaware County.
Pursuant to the merger agreement, First Commonwealth has appointed former DCB Financial director Bart E. Johnson to serve on its Board of Directors effective immediately following First Commonwealth’s 2017 Annual Meeting of Shareholders, which has been called for April 25, 2017.
“It is my pleasure to welcome Bart Johnson to First Commonwealth’s Board of Directors,” said First Commonwealth Chairman of the Board David S. Dahlmann. “Bart brings extensive leadership experience and a strong background in agriculture and communications. I am certain Bart will prove to be an invaluable resource in the boardroom and I look forward to serving alongside him.”
About First Commonwealth
First Commonwealth (NYSE: FCF), headquartered in Indiana, Pennsylvania, is a financial services company with 135 banking offices in 20 counties throughout western and central Pennsylvania and northeastern and central Ohio, as well as a Corporate Banking Center in northeast Ohio and mortgage offices in Stow and Dublin, Ohio. First Commonwealth provides a full range of commercial banking, consumer banking, mortgage, wealth management and insurance products and services through its subsidiaries First Commonwealth Bank and First Commonwealth Insurance Agency. For more information about First Commonwealth or to open an account today, please visit www.fcbanking.com.
Forward-Looking Statements
This release contains forward-looking statements about First Commonwealth’s future plans, strategies and financial performance. These statements can be identified by the fact that they do not relate strictly to historical or current facts and often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Such statements are based on assumptions and involve risks and uncertainties, many of which are beyond our control. Factors that could cause actual results, performance or achievements to differ from those discussed in the forward-looking statements include, but are not limited to: (1) local, regional, national and international economic conditions and the impact they may have on First Commonwealth and its customers; (2) volatility and disruption in national and international financial markets; (3) the effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board; (4) inflation, interest rate, commodity price, securities market and monetary fluctuations; (5) the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which First Commonwealth must comply; (6) the soundness of other financial institutions; (7) political instability; (8) impairment of First Commonwealth’s goodwill or other intangible assets; (9) acts of God or of war or terrorism; (10) the timely development and acceptance of new products and services and perceived overall value of these products and services by users; (11) changes in consumer spending, borrowings and savings habits; (12) changes in the financial performance and/or condition of First Commonwealth’s borrowers; (13) technological changes; (14) acquisitions and integration of acquired businesses; (15) First Commonwealth’s ability to attract and retain qualified employees; (16) changes in the competitive environment in First Commonwealth’s markets and among banking organizations and other financial service providers; (17) the ability to increase market share and control expenses; (18) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters; (19) the reliability of First Commonwealth’s vendors, internal control systems or information systems; (20) the costs and effects of legal and regulatory developments, the resolution of legal proceedings or regulatory or other governmental inquiries, the results of regulatory examinations or reviews and the ability to obtain required regulatory approvals; and (21) other risks and uncertainties described in the reports that First Commonwealth files with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K. Forward-looking statements speak only as of the date on which they are made. First Commonwealth undertakes no obligation to update any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.