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): May 24, 2004
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 May 24, 2004, First
Commonwealth Financial Corporation ("First Commonwealth") acquired
all of the issued and outstanding capital stock of GA Financial, Inc. ("GA
Financial"), pursuant to an Amended and Restated Agreement and Plan of Merger,
dated as of December 11, 2003 (the "Merger Agreement"), by and among
First Commonwealth, GA Financial, First Commonwealth Bank ("FCB") and
Great American Federal ("Great American"), whereby GA Financial
merged with and into First Commonwealth (the "Merger") and Great
American merged with and into FCB. The
Merger Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and
is expressly incorporated by reference in this Report.
Each issued and outstanding share of GA Financial common stock was converted,
at the election of the shareholder, into $35.00 in cash or 2.752 shares of
First Commonwealth common stock. First
Commonwealth issued 8,343,789 shares of its common stock and paid $70,744,338
in cash in the Merger.
First Commonwealth raised the cash portion of the purchase price through two
issuances of trust preferred securities.
In December 2003, First Commonwealth Capital Trust II sold $30,929,000
in aggregate principal amount of its subordinated debentures bearing interest
at a floating rate equal to 2.85% above LIBOR.
In March 2004, First Commonwealth Capital Trust III sold $41,238,000 in
aggregate principal amount of its subordinated debentures bearing interest at a
fixed rate of 5.888% until April 2009 and thereafter at a floating rate equal
to 2.85% above LIBOR. The subordinated
debentures mature in 2034 and are redeemable in whole or in part at the option
of First Commonwealth after five years from the date of issuance.
GA Financial was a unitary savings and loan holding company and parent of Great
American, a federal savings association with $892 million in total assets and
12 branch locations in Allegheny County, Pennsylvania.
Item 7. Financial Statements and Exhibits.
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(a) |
Financial Statements of Business Acquired. |
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Pursuant to Rule 3-05 of Regulation S-X, First Commonwealth is not required to file financial statements of GA Financial. |
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(b) |
Pro Forma Financial Information. |
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Pursuant to Article 11 of Regulation S-X, First Commonwealth is not required to file pro forma financial information with respect to the Merger. |
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(c) |
Exhibits. |
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The following exhibits are being filed with this Current Report on Form 8-K: |
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Exhibit Number |
Description |
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2.1 |
Amended and Restated Agreement and Plan of Merger, dated as of December 11, 2003, among First Commonwealth Financial Corporation, GA Financial, Inc., First Commonwealth Bank, and Great American Federal Savings and Loan Association. (Filed as Exhibit 2.1 to First Commonwealth's Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference.) |
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.
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FIRST COMMONWEALTH FINANCIAL CORPORATION |
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Dated: May 28, 2004 |
By: /S/ JOSEPH E. O'DELL |
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Joseph
E. O'Dell |