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): December 5, 2003
First
Commonwealth Financial
Corporation
(Exact name of
registrant as specified in its charter)
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Pennsylvania |
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0-11242 |
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25-1428528 |
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(State or
other jurisdiction |
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(Commission |
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(IRS Employer |
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22 N. Sixth Street, Indiana, PA |
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15701 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant's telephone
number, including area code: (724)
349-7220
Item 2. Acquisition or
Disposition of Assets
On December 5, 2003 the
registrant acquired Pittsburgh Financial Corp.("PFC"), headquartered
in Wexford, PA. Pittsburgh Financial
Corp. is the parent company of BankPittsburgh, a state chartered stock savings
bank also headquartered in Wexford, PA.
The merger was consummated pursuant to the Plan of Acquisition dated August 8,
2003, between the registrant and Pittsburgh Financial Corp., which was approved
by the shareholders of PFC at a special meeting held December 5, 2003. For further information concerning the
transaction, reference is made to the registrant's Registration Statement on
Form S-4 (File No. 333-109292) which is incorporated herein by reference.
Under the terms of the Merger Agreement, the shareholders of Pittsburgh Financial
Corp. can elect to receive $20.00 in cash or 1.387 shares of the registrant's
common stock for each PFC share owned (subject to proration, if necessary, to
ensure 40% of the aggregate merger consideration will be paid in cash and 60%
in First Commonwealth common stock).
Item 7(c) Exhibits
Exhibit 99 Press Release dated December 5, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: December 12, 2003
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FIRST COMMONWEALTH FINANCIAL CORPORATION |
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By: /S/ JOHN J. DOLAN |
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John
J. Dolan |