FIRST COMMONWEALTH FINANCIAL CORPORATION
Old Courthouse Square, 22 North Sixth Street
Indiana, Pennsylvania 15701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 23, 2001
TO THE SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of Shareholders of First
Commonwealth Financial Corporation (the "Corporation") will be held at First
Commonwealth Place, 654 Philadelphia Street, Indiana, Pennsylvania on Monday,
April 23, 2001, at 3:00 p.m., local time, for the following purposes:
1. To elect six Directors to serve for terms expiring in 2004.
2. To act on such other matters as may properly come before the
meeting.
Only shareholders of record as of the close of business on March 5, 2001
are entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof. The Annual Report to Shareholders for the year ended
December 31, 2000, which includes consolidated financial statements of the
Corporation, is enclosed.
YOU ARE URGED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD AS
PROMPTLY AS POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.
IF YOU ATTEND THE MEETING YOU MAY, IF YOU WISH, WITHDRAW YOUR PROXY AND VOTE
YOUR SHARES IN PERSON.
By Order of the Board of Directors,
/S/David R. Tomb, Jr.
Secretary
Indiana, Pennsylvania
March 23, 2001
FIRST COMMONWEALTH FINANCIAL CORPORATION
Old Courthouse Square, 22 North Sixth Street
Indiana, Pennsylvania 15701
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 23, 2001
GENERAL INFORMATION
The accompanying proxy is solicited by the Board of Directors of First
Commonwealth Financial Corporation (the "Corporation" or "FCFC") in connection
with its Annual Meeting of Shareholders to be held on Monday, April 23, 2001,
3:00 p.m., local time, and any adjournments thereof.
If the accompanying proxy is duly executed and returned, the shares of
Common Stock, par value $1.00 per share (the "Common Stock"), of the
Corporation represented thereby will be voted and, where a specification is
made by the shareholder as provided therein, will be voted in accordance with
that specification. A proxy may be revoked by the person executing it at any
time before it has been voted by notice of such revocation to David R. Tomb,
Jr., Secretary of the Corporation.
The three persons named in the enclosed proxy have been selected by the
Board of Directors and will vote shares represented by valid proxies. They
have indicated that, unless otherwise specified in the proxy, they intend to
vote to elect as Directors the six nominees listed on page 5.
The Board of Directors has no reason to believe that any of the nominees
will be unable to serve as Directors. In the event, however, of the death or
unavailability of any nominee or nominees, the proxy to that extent will be
voted for such other person or persons as the Board of Directors may
recommend.
The Corporation has no knowledge of any other matters to be presented at
the meeting. In the event other matters do properly come before the meeting
the persons named in the proxy will vote in accordance with their judgment on
such matters.
The approximate date on which this Proxy Statement will be mailed to
shareholders of the Corporation is March 23, 2001. Solicitation of proxies may
be made by personal interviews and telephone by management and regularly
engaged employees of the Corporation. Brokerage houses and other custodians,
nominees and fiduciaries will be requested to forward solicitation material to
the beneficial owners of the stock held of record by such persons. Expenses
for solicitation of all proxies will be paid by the Corporation.
As of the close of business on March 5, 2001, there were 62,525,412
shares of Common Stock issued and 58,219,810 shares were outstanding. Three
million (3,000,000) shares of Preferred Stock have been authorized; however,
none of the preferred shares is outstanding. Only shareholders of record as
of the close of business on March 5, 2001 are entitled to receive notice of
and to vote at the Annual Meeting.
Shareholders are entitled to one vote for each share held on all matters
to be considered and acted upon at the Annual Meeting. The Articles of
Incorporation of the Corporation do not permit cumulative voting. The six
nominees for directors who receive the highest number of votes cast for the
election of directors at the Annual Meeting, present in person or voting by
proxy, a quorum being present, will be elected as directors. An affirmative
vote of a majority of the shares present and voting at the meeting is required
for approval of all other items being submitted to the shareholders for their
consideration. Abstentions and broker non-votes are each included in the
determination of the number of shares present and voting, but are not counted
for purposes of determining whether a proposal has been approved.
1
The Corporation conducts business through three banking subsidiaries:
(1) First Commonwealth Bank ("FCB") doing business as NBOC Bank ("NBOC"),
Deposit Bank ("Deposit"), Cenwest Bank ("Cenwest"), First Bank of Leechburg
("Leechburg"), Peoples Bank ("Peoples"), Central Bank ("Central"), Peoples
Bank of Western Pennsylvania ("Peoples of W. PA"), Unitas Bank ("Unitas"),
Reliable Bank ("Reliable"), and First Commonwealth Insurance Agency ("FCIA"),
a wholly-owned insurance agency subsidiary of FCB; (2) First Commonwealth
Trust Company ("FCTC"); (3) and Southwest Bank ("Southwest"); and through
First Commonwealth Professional Resources Inc. ("FCPRI"), a professional
services affiliate, and Commonwealth Systems Corporation ("CSC"), a data
processing subsidiary. The Corporation also jointly owns Commonwealth Trust
Credit Life Insurance Company ("CTCLIC"), a reinsurer of credit life and
accident and health insurance. FCB, FCTC, and Southwest are herein
collectively called the "Subsidiary Banks."
COMMON STOCK OWNERSHIP BY MANAGEMENT
The Corporation is not aware of any person who, as of March 5, 2001, was
the beneficial owner of more than 5% of the Common Stock, except FCTC as more
fully described below. The following table sets forth information concerning
beneficial ownership by all directors and nominees, by each of the executive
officers named in the Summary Compensation Table on page 8 (the "Summary
Compensation Table") and by all directors and executive officers as a group.
Amount and nature of Percent of
Name Beneficial Ownership(1) Class
E. H. Brubaker 32,538 (11) *
Sumner E. Brumbaugh 464,397 (2,3,8,11) *
Ray T. Charley 126,068 (11) *
Edward T. Cote 210,800 (5,11) *
David S. Dahlmann 69,233 (3,10,11) *
Thomas L. Delaney 33,987 (11) *
Clayton C. Dovey, Jr. 52,268 (11) *
Ronald C. Geiser 34,728 (3,11) *
Johnston A. Glass 173,563 (3,11) *
Thomas J. Hanford 56,936 (11) *
H. H. Heilman, Jr. 52,000 (11) *
David F. Irvin 132,030 (11) *
David L. Johnson 37,087 (2,11) *
Robert F. Koslow 66,818 (2,3,11) *
Dale P. Latimer 1,792,665 (3,5,11) 3.02%
James W. Newill 464,200 (9,11) *
Joseph E. O'Dell 277,434 (2,4,11) *
Joseph W. Proske 42,663 (2,3,11) *
John A. Robertshaw, Jr. 55,872 (2,11) *
Laurie Stern Singer 11,000 (11) *
Gerard M. Thomchick 192,832 (2,3,4,11) *
2
David R. Tomb, Jr. 713,810 (2,3,4,5,6,11) 1.20%
E. James Trimarchi 874,918 (3,4,5,6,7,11) 1.48%
Robert C. Williams 133,877 (3,11) *
All directors and executive
officers as a group (29 persons) 5,293,982 8.93%
*Less than 1%
()denotes footnotes
(1) Under regulations of the Securities and Exchange Commission, a person who
has or shares voting or investment power with respect to a security is
considered a beneficial owner of the security. Voting power is the
power to vote or direct the voting of shares, and investment power is the
power to dispose of or direct the disposition of shares. Unless
otherwise indicated in the other footnotes below, each director has sole
voting power and sole investment power over the shares indicated
opposite his name in the table, and each member of a group has sole
voting power and sole investment power over the shares indicated for the
group.
(2) Does not include the following shares held by spouses, either
individually or jointly with other persons, as to which voting and
investment power is disclaimed by the director or officer: Mr. Brubaker,
50,000; Mr. Brumbaugh, 264; Mr. Johnson, 2,184; Mr. Koslow, 3,236;
Mr. O'Dell, 4,927; Mr. Proske, 63,060; Mr. Robertshaw, 6,264;
Mr. Thomchick, 11,649; Mr. Tomb, 528; and all directors and executive
officers as a group, 142,112
(3) Includes the following shares held jointly with spouses, as to which
voting and investment power is shared with the spouse: Mr. Brumbaugh,
30,800; Mr. Dahlmann, 8,762; Mr. Geiser, 28,728; Mr. Glass, 24,608;
Mr. Koslow, 23,401; Mr. Latimer, 49,171; Mr. Proske, 3,200; Mr.
Thomchick, 2,469; Mr. Tomb, 63,692; Mr. Trimarchi, 75,736; Mr. Williams,
22,432, and all directors and executive officers as a group, 332,999.
(4) Includes 52,172 shares held by Atlas Investment Company, of which Messrs.
O'Dell, Thomchick, Tomb and Trimarchi are each 25% owners and as to which
they share voting and investment power.
(5) Includes 204,000 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 Messrs. 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 Cenwest) were converted into
shares of the Corporation 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.
(6) Includes 318,876 shares held by County Wide Real Estate, Inc., of which
Messrs. Tomb and Trimarchi are each 50% owners and as to which they share
voting and investment power.
(7) Includes 59,304 shares held by family interests of which Mr. Trimarchi
exercises sole voting and investment power.
(8) Includes 220,140 shares held by a family member over which Mr. Brumbaugh
has been appointed as power of attorney with respect to voting power
only.
(9) Includes 6,960 shares held by a family member over which Mr. Newill
exercises sole voting and investment power.
3
(10) David S. Dahlmann became a member of the Board of Directors on the
occasion of the merger of Southwest National Corporation ("SWNC") into
the Corporation in December 1998.
(11) Includes the following stock options vesting within 60 days of the date
this Proxy Statement is mailed: Mr. Brubaker, 6,000 shares; Mr.
Brumbaugh, 6,000 shares; Mr. Charley, 6,000 shares; Mr. Cote, 6,000
shares; Mr. Dahlmann, 59,265 shares; Mr. Delaney, 4,000 shares; Mr.
Dovey, 6,000 shares; Mr. Geiser, 6,000 shares; Mr. Glass, 121,051 shares;
Mr. Hanford, 6,000 shares; Mr. Heilman, 6,000 shares; Mr. Irvin, 4,000
shares; Mr. Johnson, 6,000 shares; Mr. Koslow, 6,000 shares; Mr. Latimer,
6,000 shares; Mr. Newill, 6,000 shares; Mr. O'Dell, 189,597 shares; Mr.
Proske, 6,000 shares; Mr. Robertshaw, 6,000 shares; Ms. Singer, 6,000
shares; Mr. Thomchick, 6,000 shares; Mr. Tomb, 58,286 shares; Mr.
Trimarchi, 131,604 shares; Mr. Williams, 53,582 shares, and all directors
and other executive officers as a group, 1,045,935 shares.
As of February 28, 2001, FCTC, acting in a fiduciary capacity for various
trusts and estates, including the Corporation Employee Stock Ownership Plan
("ESOP"), and the Corporation 401(k) Retirement Savings and Investment Plan
("401(k) Plan") held shares of Common Stock in an aggregate amount of
5,416,586 (9.30% of the outstanding shares). FCTC has either sole or shared
voting and investment power on these shares as listed below:
- - Total shares on which sole voting power is held: 2,142,666
- - Total shares on which voting power is shared: 3,273,920
- - Total shares on which sole investment power is held: 1,751,668
- - Total shares on which investment power is shared: 3,664,918
FCTC votes shares over which it has sole voting power. Where voting
power is shared, shares are voted by FCTC in consultation with the other
persons having voting power.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors and executive officers, and persons who own more than
ten percent of a registered class of the Corporation's equity securities, to
file with the Securities and Exchange Commission (the "Commission") an initial
report of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Corporation. Executive officers, directors and
greater than ten percent shareholders are required by Commission regulation to
furnish the Corporation with copies of all Section 16(a) forms which they
file. The Corporation is not aware of any late filings or failures to file in
2000. In making this disclosure, the Corporation has relied solely on written
and oral representations of its directors, executive officers and greater than
ten percent shareholders and copies of the reports they have filed with the
Commission.
ELECTION OF DIRECTORS
Article 10 of the By-Laws of the Corporation provides that the number of
Directors shall be not less than 3 nor more than 25. In accordance with the
Corporation's By-Laws, the Board of Directors has fixed the number of
directors at 24 (three classes of eight directors each). There is currently
one vacancy on the Board.
As of March 5, 2001, each director and nominee for election as a director
of the Corporation owned beneficially the number of shares of Common Stock set
forth in the table on pp. 2-3. The information in the table and the footnotes
thereto are based upon data furnished to the Corporation by, or on behalf of,
the persons named or referred to in the table.
Six of the eight directors whose terms expire in 2001 will be nominated
for election to serve for three year terms expiring with the Annual Meeting of
Shareholders in 2004. At their request, Directors Thomas L. Delaney and
David F. Irvin will not be standing for election in this class of directors.
4
Each Director elected will continue in office until a successor has been
elected. If any nominee is unable to serve, which the Board of Directors has
no reason to expect, the persons named in the accompanying proxy intend to
vote for the balance of those named and, if they deem it advisable, for a
substitute nominee. The names of the nominees for directors and the names of
directors whose terms of office will continue after the Annual Meeting are
listed in the following table.
Information about the nominees, each of whom is presently a member of the
Board of Directors and who has been nominated for election by the Board, and
about the other directors whose terms of office will continue after the Annual
Meeting, is set forth in the table below. The nominees and other directors
have held the positions shown for more than five years unless otherwise
indicated.
Principal Occupation or
Director Employment; Other
Name Since Directorships; Age
Nominees for a Term Ending in 2004:
David S. Dahlmann 1998 Vice Chairman of the Corporation;
President and Chief Executive Officer
of Southwest; formerly President and
Chief Executive Officer of SWNC; Director
of Southwest and FCPRI; Age 51
Ronald C. Geiser 1985 Retired; formerly President and Director
of Cenwest; Age 71
David L. Johnson 1984 Retired; formerly Vice President and
Corporate Secretary, Pennsylvania
Manufacturers' Corporation (insurance
holding company); Age 71
Robert F. Koslow 1993 Chairman of the Board of Peoples of W.PA;
Age 65
Joseph W. Proske 1984 Retired; formerly Vice President-
Engineering, Kane Magnetics
International (manufacturer of magnetic
components); Director of CSC; Age 64
E. James Trimarchi 1982 Chairman of the Board of the Corporation;
Director of FCB, FCTC, FCIA, FCPRI,
CSC, CTCLIC, and New Mexico Banquest
Investors Corp ("NMB"); Age 78
Continuing Directors Whose Terms End in 2002:
Sumner E. Brumbaugh 1992 Retired; formerly Chairman of the Board
of Central; President, Brumbaugh
Insurance Group; Age 72
Ray T. Charley 1998 President, Thomi Co. (retail grocers);
Director of Southwest; Age 49
Edward T. Cote 1984 Associate, The Wakefield Group
(Investment Banking); Age 64
Clayton C. Dovey, Jr. 1985 Retired; formerly Chairman of the
Board of Cenwest; Age 76
Johnston A. Glass 1986 Vice Chairman of the Corporation;
President and Chief Executive Officer of
FCB; Formerly President of NBOC;
Director of FCB, FCTC, FCIA, and FCPRI;
Age 51
5
Dale P. Latimer 1984 Chairman of the Board and Chief Executive
Officer, R & L Development Company
(heavy construction); Director of FCB and
NMB; Age 70
Joseph E. O'Dell 1994 President and Chief Executive Officer of
the Corporation; formerly President and
Chief Executive Officer of FCB; Director
of FCB, FCTC, Southwest, FCIA, FCPRI, and
CSC; Age 55
David R. Tomb, Jr. 1983 Partner, Tomb and Tomb (attorneys-at-
-law); Senior Vice President, Secretary
and Treasurer of the Corporation;
Director of FCB, FCTC, FCIA, FCPRI, CSC,
and CTCLIC; Age 69
Continuing Directors Whose Terms End in 2003:
E. H. Brubaker 1984 Retired; formerly Chairman of the Board
of Deposit; Age 70
Thomas J. Hanford 1984 Private Investor, Director of First
Admiralty Bancorp; Age 62
H. H. Heilman, Jr. 1985 Partner, Heilman & McClister (attorneys-
at-law); Age 84
James W. Newill 1998 Certified Public Accountant, formerly
President, J.W. Newill Company (public
accounting); Director of Southwest;
Age 66
John A. Robertshaw, Jr. 1998 Formerly Chairman, Laurel Vending, Inc.
(vending and food service); Director
of Southwest; Age 74
Laurie Stern Singer 1998 President, Allegheny Valley Chamber of
Commerce and President, Allegheny Valley
Development Corporation; Director of
Southwest; Age 49
Robert C. Williams 1994 President of Unitas; Age 57
Board Committees
During 2000 there were 4 meetings of the Board of Directors of the
Corporation. All directors attended at least 75% of the total number of
meetings of the Board of Directors of the Corporation and all committees of
which they were members.
The Board of Directors of the Corporation has established three standing
committees: Executive, Audit, and Executive Compensation. The Board has no
standing Nominating Committee.
When the Board of Directors is not in session, the Executive Committee,
which is comprised of Directors Trimarchi (Chairman), Tomb (Secretary),
Brubaker, Brumbaugh, Dahlmann, Geiser, Glass, Heilman, Latimer, O'Dell and
Robertshaw possesses and exercises all the powers of the Board, except for
matters which are required by law to be acted upon by the full Board. The
Executive Committee considers major policy matters and makes reports and
recommendations to the Board. The Committee met 4 times in 2000.
The Audit Committee is comprised of Directors Latimer (Chairman), Cote,
and Proske. The committee met seven times in 2000. A report of the Audit
Committee follows on page 13.
6
The Executive Compensation Committee is comprised of Directors Cote
(Chairman), Johnson and Latimer. The Committee met 4 times in 2000. A report
of the Executive Compensation Committee follows on page 9.
The By-Laws of the Corporation require that any shareholder who intends
to nominate or cause to have nominated any candidate for election to the Board
of Directors (other than a candidate proposed by the Corporation's then
existing Board of Directors) must notify the Secretary of the Corporation in
writing not less than 120 days in advance of the date the Corporation's proxy
statement is released to its shareholders in connection with the previous
year's annual meeting of shareholders called for the election of directors
(for the 2001 meeting of shareholders, such notification must have been
received by the Secretary on or before November 26, 2000). Such notification
must contain (to the extent known by the notifying shareholder) the name,
address, age, principal occupation and number of shares of the Corporation
owned by each proposed nominee; the name, residence address and number of
shares of the Corporation owned by the notifying shareholder; the total number
of shares that, to the knowledge of the notifying shareholder, will be voted
for each proposed nominee; a description of all arrangements or understandings
between the shareholder and each nominee and any other person or persons
pursuant to which the nomination or nominations are to be made by the
shareholder; such other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission had the
nominee been nominated by the Board of Directors; and the written consent of
each nominee, signed by such nominee, to serve as a director of the
Corporation if so elected. The Board of Directors as a whole would consider
nominations submitted by a shareholder if submitted in accordance with the By-
Laws and otherwise in time for such consideration.
COMPENSATION OF DIRECTORS
Directors who currently serve in a management capacity at FCFC or serve
in an affiliate management capacity are compensated at the rate of $1,000 per
quarterly meeting attended. Other directors are compensated at the rate of
$1,750 per quarterly meeting attended as well as an annual retainer of
$12,000. Committee members receive $1,000 per committee meeting attended. In
addition, each member of the board who is not an employee FCFC is eligible to
receive options to purchase FCFC stock pursuant to FCFC's Compensatory Stock
Option Plan. Such grants are made at the discretion of the Executive
Compensation Committee. Past option grants of 2,000 shares each are as
follows:
Option Per Share
Grant Date Date Exercisable Strike Price Expiration Date
1/12/99 1/12/99 $11.5625 1/11/09
1/11/00 1/11/00 11.0625 1/11/10
1/31/01 1/31/01 10.75 1/31/11
COMPENSATION OF EXECUTIVE OFFICERS
The table on page 8 sets forth certain information regarding compensation
received by the Chief Executive Officer and the remaining four most highly
compensated named executive officers of the Corporation.
7
SUMMARY COMPENSATION TABLE
Annual Compensation
Long-Term
Compensation:
Securities
Name and All Other Underlying
Principal Position Year Salary1 Bonus2 Compensation3Options/SARs4
Joseph E. O'Dell 2000 $401,838 $70,684 $97,664 39,559
President and Chief 1999 390,250 53,588 85,448 36,746
Executive Officer of 1998 380,000 -0- 46,106 28,086
the Corporation
E. James Trimarchi 2000 $375,315 $65,972 $17,000 26,852
Chairman of the Board 1999 364,499 50,015 17,504 24,942
of the Corporation 1998 355,000 -0- 17,088 19,064
David S. Dahlmann 5 2000 $316,500 $54,900 $78,085 30,725
Vice Chairman of the 1999 305,500 -0- 52,519 28,540
Corporation and
President and Chief
Executive Officer of
Southwest
Johnston A. Glass 2000 $307,500 $50,325 $54,866 29,831
Vice Chairman of the 1999 280,300 35,725 50,767 26,162
Corporation and 1998 256,200 -0- 29,047 18,724
President and Chief
Executive Officer of FCB
Gerard M. Thomchick 2000 $308,000 $46,665 $44,387 27,842
Chief Operating 1999 268,800 31,810 42,455 24,260
Officer of the 1998 231,800 -0- 25,218 16,672
Corporation and President
and Chief Executive Officer
of FCPRI
1 Includes compensation for services on boards and committees of the
Corporation and before employee voluntary SERP (deferred compensation)
reduction.
2 Performance-based incentive plan bonus paid on preceding year's
performance.
3 Includes the matching and automatic contributions by the Corporation to
the individual's account in the Corporation's 401(k) Plan, the allocation
of shares to the individual's account in the ESOP, the matching and
automatic contributions by the Corporation to the individual's account in
the Corporation's Supplemental Executive Retirement Plan ("SERP") and the
actuarial value of the Corporation's contribution to the split-dollar life
insurance policies.
4 Adjusted to reflect a two for one stock split effected in the form of a
100% stock dividend distributed on November 18, 1999.
5 Mr. Dahlmann first became an executive officer of the Corporation in 1999
upon the merger of SWNC into the Corporation.
The following tables set forth certain information regarding stock
options granted in 2000 to the Chief Executive Officer and the remaining four
most highly compensated named executive officers of the Corporation.
8
STOCK OPTION GRANTS IN FISCAL YEAR 2000
% OF EXERCISE POTENTIAL REALIZED VALUE
TOTAL OPTIONS OR AT ASSUMED ANNUAL RATES
OPTIONS GRANTED TO BASE PRICE EXPIRATION OF STOCK PRICE APPRECIATION
NAME GRANTED EMPLOYEES PER SHARE DATE FOR OPTION TERM
5% 10%
Joseph E. O'Dell 39,559 5.91% $11.063 Jan 11, 2010 $275,230 $697,488
E. James Trimarchi 26,852 4.01 11.063 Jan 11, 2010 186,822 473,444
David S. Dahlmann 30,725 4.59 11.063 Jan 11, 2010 213,768 541,731
Johnston A. Glass 29,831 4.46 11.063 Jan 11, 2010 207,548 525,968
Gerard M. Thomchick 27,842 4.16 11.063 Jan 11, 2010 193,710 490,899
AGGREGATE STOCK OPTION EXERCISES IN FISCAL YEAR 2000
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF NUMBER OF
SECURITIES SECURITIES VALUE OF VALUE OF
UNDERLYING UNDERLYING UNEXERCISED UNEXERCISED &
UNEXERCISED UNEXERCISED & BUT EXERCISABLE UNEXERCISABLE
BUT EXERCISABLE UNEXERCISABLE IN-THE-MONEY IN-THE-MONEY
OPTIONS AT OPTIONS AT OPTIONS AT OPTIONS AT
NAME FISCAL YEAR END FISCAL YEAR END YEAR END YEAR END
Joseph E. O'Dell 189,597 -0- $198,402 $ -0-
E. James Trimarchi 131,604 -0- 158,941 -0-
David S. Dahlmann 59,265 -0- -0- -0-
Johnston A. Glass 121,051 -0- 87,039 -0-
Gerard M. Thomchick 120,628 -0- 127,534 -0-
Notwithstanding anything to the contrary set forth in any of the Corporation's
previous filings under the Securities Act of 1933, as amended, or the
Securities and Exchange Act of 1934, as amended, that might incorporate future
filings, including this Proxy Statement in whole or in part, the following
report and the Performance Graph on page 14 shall not be incorporated by
reference into any such filings.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
TO: Board of Directors
The following is a report by the Executive Compensation Committee of the
Board of Directors of First Commonwealth Financial Corporation. The
objectives of the report are to provide shareholders with an explanation of
the overall executive compensation philosophy, strategies, and specific
compensation plans.
EXECUTIVE COMPENSATION COMMITTEE
The Executive Compensation Committee is comprised of three (3) non-
employee directors selected from the Board of Directors of First Commonwealth
Financial Corporation. The Committee met four times in 2000.
The Committee's goal is to maximize shareholder value by establishing an
executive compensation program consisting of sufficient base compensation to
positions and to supplement that basic compensation with incentive
compensation that puts each executive officer at risk and that provides
financial rewards only where the performance level of the Corporation
justifies such rewards.
Throughout 2000, the Committee followed a formal Executive Compensation
Program which is illustrated, in part, by the following performed tasks:
1. Researching peer group compensation activities to ensure both
consistency and competitiveness in the composition of the
Corporation's executive compensation program.
9
2. Evaluating current and proposed components of the Corporation's
executive compensation program to ensure consistency with its
philosophy on executive compensation.
3. Ensuring that all regulatory requirements pertaining to executive
compensation are met.
4. Refining the executive compensation program on an ongoing basis as a
result of the above as well as documenting and administering the
Corporation's executive compensation program.
5. Administering a performance based retainer program for the
compensation of non-employee directors, in order to increase
shareholder value on both a short and long term basis and to reduce
transfer costs between directors and shareholders.
Executive officers of the Corporation may, at the request of the
Committee, be present at meetings of the Committee for input and discussion
purposes. However, the executive officers have no direct involvement with the
decisions of the Committee, nor do they have a vote on any issues addressed by
the Committee. Consultants and other independent advisors may also be utilized
by the Committee from time to time in a similar manner.
Each meeting of the Committee is documented in the form of minutes and
submitted to the Board of Directors.
EXECUTIVE COMPENSATION PHILOSOPHY AND POLICY
The backbone of the Executive Compensation Program is the Executive
Compensation Statement of Principles which has been adopted by the Board of
Directors. This Statement of Principles provides guidance to the
deliberations of the Executive Compensation Committee and is the basis for its
decisions. The Statement of Principles emphasizes the view of the Corporation
that base compensation should be established based upon relevant peer group
comparisons, that wherever possible tax leverage should be achieved by using
plans that are tax advantaged and that compensation should be designed to
maximize the incentive of the executive officers to increase the Corporation's
long-term performance.
Consistent with this objective, the Executive Compensation Program is
structured to foster decisions and actions which will have a strong positive
impact on the Corporation's long-term performance. For this reason,
participation in the programs administered by the Executive Compensation
Committee is limited to those executives who have the greatest opportunity to
affect the achievements of the Corporation's long-term strategic objectives.
The Executive Compensation Committee has established the following
parameters for executive compensation under the 2000 program:
1. An overall program which is not overly complex and may be readily
communicated and easily understood by participants and shareholders.
2. Base salary that is at the fiftieth to seventy-fifth percentile of
the competitive rate for the position as defined by selected peer
group information.
3. Base salary adjustments which maintain internal equity.
4. An incentive-based compensation system, in which a cash incentive
bonus will be paid if justified on the basis of the Corporation's
financial performance for the year.
5. Utilization of IRS "qualified" plans whenever they are in the best
interests of both the executive officer and the Corporation.
6. Use of equity-based compensation through the Corporation's 1995
Compensatory Stock Option Plan to provide a long-term incentive for
the executive officers and senior employees of the Corporation to
maximize the Corporation's stock price and increase shareholder
value.
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7. Use of special plans to equalize benefits between the principal
executive officers of the Corporation and other officers and
employees where, because of dollar limitation or similar
restrictions, benefit levels under the Corporation's regular plans
are restricted in the amount that can be paid to senior executive
officers.
The Executive Compensation Committee utilized several factors to define
an appropriate competitive peer group including the type of company from which
executive talent might be recruited, a logical geographical region, the
ability to identify and make relevant comparisons of executive officer
positions in terms of responsibilities and performance.
The 2000 peer group was structured utilizing this methodology and
philosophy and, in the opinion of the Committee, represents a fair and
reasonable standard against which executive pay may be compared.
EXECUTIVE COMPENSATION PROGRAMS
The primary components of the Corporation's Executive Compensation
Program are base salaries, benefits, participation in the Corporation's Stock
Option Plan and a cash performance-based incentive plan. Under the latter
program a cash incentive bonus will be paid to the executive officers if the
increase in primary earnings per share as compared with the previous year is
at least eight percent (ten percent in the case of the five highest paid
executive officers). This move is consistent with industry and peer group
trends regarding greater emphasis being placed on performance which is
incentive to the executives to increase the Corporation's financial
performance and enhances shareholder value.
Base salaries are assessed by taking into account the position,
responsibilities, and competitive salary data as generally defined by
comparable peer group information from similarly sized bank and bank holding
companies in the Middle Atlantic and adjacent states. Executive officer
compensation was set to correspond within the overall range of the peer group
data. Program participants are also eligible to partake in the normal benefit
programs available to employees of the Corporation and its affiliates.
Executive officers are included in the Compensatory Stock Option Plan
which was approved by the Board of Directors in 1995 and the shareholders in
1996. An amendment to the Plan was approved by the Board of Directors and the
shareholders in 1999 to include outside directors in the Plan and thus reduce
the transfer costs between the outside directors and the shareholders. A Plan
amendment was again approved by both the Board of Directors in 1999 and the
shareholders in 2000 increasing the number of shares underlying the Plan from
2,000,000 to 4,500,000.
As amended, the Executive Compensation Committee is authorized to grant
incentive stock options and non-qualified stock options to key employees of
the Corporation and its subsidiaries and to its outside directors. These
stock options enable the optionee to purchase the Corporation's common stock
at its market price on the day of the grant of the option. To date, five
separate grants have been made, one each in 1996 through 2000, inclusive. The
chart below sets forth some key information with regard to each such grant
(certain of the data with respect to options for outside directors may differ
from that shown below):
YEAR OF GRANT DATE OF GRANT VESTING DATE EXPIRATION DATE
1996 June 4, 1996 June 3, 1999 June 3, 2006
1997 February 26, 1997 December 31, 1997 February 25, 2007
1998 March 2, 1998 December 31, 1998 March 1, 2008
1999 January 12, 1999 December 31, 1999 January 11, 2009
2000 January 11, 2000 December 31, 2000 January 11, 2010
The Committee plans to continue using the granting of such options as a
performance-based incentive program that encourages the long-term increase of
the Corporation's share price and therefore enhances long-term shareholder
value.
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In addition, executive officers may also participate in the Executive
Officer Loan/Stock Purchase Plan which provides for corporate sponsored loans
at market rates primarily for the purchase of the Corporation's common stock.
CHIEF EXECUTIVE OFFICER COMPENSATION
In 2000, Mr. O'Dell completed his sixth year as President and Chief
Executive Officer of the Corporation. He received a base salary of
approximately $398,000, with cash incentive compensation of approximately
$71,000, which was well within the peer group's range of compensation for this
position.
Mr. O'Dell's leadership has again placed the Corporation in a position to
maximize future growth. The establishment of First Commonwealth Professional
Resources, Inc., to provide internal operational support to the Corporation's
partner banks and other units providing unified services in such areas as
personnel, accounting, and budget has been accomplished on schedule and on
budget. This will enable the Corporation to eliminate internal redundancy in
operations in future years and make the budgetary process more efficient.
The 1998 merger of the Corporation with SWNC, located in Greensburg, PA,
increased the size of the Corporation by almost one-third. This acquisition
has been successfully integrated into the operations of the Corporation
consistent with the strategic plan and below projected cost. As a result, the
Corporation has developed new, highly sophisticated methods of strategic
planning enhancing accountability of management units. This new strategic
planning, utilizing advanced profit models, segmentation and balanced
scorecard measurements, enables managers, including top management, to closely
track accountability both vertically and horizontally.
Mr. O'Dell's technical expertise as a former manager of CSC has enabled
him to work very closely with the Chief Information Officer in beginning a
major mainframe conversion which will allow advanced feature functionality and
eventually provide support for electronic commerce. As a result of this
migration, the Corporation's website has been brought in-house with new
advanced features that will form the framework for state-of-the-art Internet
Banking.
Under Mr. O'Dell's leadership, the Corporation is now the fifth largest
bank holding company in Pennsylvania and has earned a net profit of more than
$100 million dollars in the last two years. Its careful risk management
strategies have been recognized by the bank examiners.
In 2000 Mr. O'Dell was an eligible participant in the Corporation's
401(k) Plan and ESOP. As such, he received contributions from the Corporation
to both plans in 2000.
2000 OTHER EXECUTIVE COMPENSATION ACTIONS
In addition to that described above, in 2000 the Executive Compensation
Committee made its fifth set of grants under its Stock Option Incentive Plan,
including grants to outside directors under an amendment approved by the
shareholders in 1999. Executive officers and other key members of management
including affiliate and partner bank presidents and the respective senior
staffs, were awarded such grants.
Submitted by the Executive Compensation Committee:
Edward T. Cote, Chairman
David L. Johnson
Dale P. Latimer
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REPORT OF THE AUDIT COMMITTEE
The Board of Directors has adopted a written charter outlining the duties
and responsibilities for the Audit Committee, which has been included as
Appendix I to this proxy statement. The Audit Committee members are
independent as defined in the New York Stock Exchange (NYSE) listing
standards.
The Audit Committee has:
1. Reviewed and discussed the audited financial statements with
management;
2. Discussed with the independent auditors, Deloitte & Touche LLP
("Deloitte & Touche"), the matters required to be discussed by
Statement on Auditing Standards No. 61; and
3. Received the written disclosures and the letter from the independent
auditors, Deloitte & Touche, required by Independence Standards Board
Standard No. 1 and has discussed with the independent auditors the
independent auditor's independence.
Based on the review and discussions noted above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's annual report on Form 10-K for the last fiscal year
for filing with the commission.
Submitted by the Audit Committee
Dale P. Latimer, Chairman
Edward T. Cote
Joseph W. Proske
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PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Corporation's Common Stock
against the cumulative total return of the Russell 2000 Index and an Index for
Pennsylvania Bank Holding Companies with assets between one and five billion
dollars, including F.N.B. Corporation, Fulton Financial Corp., USBANCORP Inc.,
S&T Bancorp Inc. and Susquehanna Bancshares Inc., for the five years
commencing January 1, 1996 and ending December 31, 2000.
Cumulative Five Year Total Return
First Commonwealth vs. Russell 2000 and Peer Group
12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
Peer Group Index 100.00 119.09 199.07 182.64 154.93 182.00
First Commonwealth
Financial 100.00 110.77 216.11 156.18 159.84 141.28
Russell 2000 Index 100.00 116.49 142.55 138.92 168.45 163.36
Assumes that the value of the investment in FCFC Common Stock and each index
was $100 on January 1, 1996 and that all dividends were reinvested.
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EXECUTIVE COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
The Executive Compensation Committee consists of Directors Cote, Johnson,
and Latimer. No member was an officer or employee of the Corporation during
2000 nor has ever been an officer or employee of the Corporation or a
subsidiary. Further, during 2000, no executive officer of the Corporation
served on a compensation committee (or other board committee performing
equivalent functions) or Board of Directors of any entity related to the above
named Committee members or of any entity whose executive officers served as a
director of the Corporation.
INTERESTS OF NOMINEES, DIRECTORS AND OFFICERS IN CERTAIN TRANSACTIONS
David S. Dahlmann serves as Vice Chairman of FCFC and President and CEO
of Southwest pursuant to an employment agreement which became effective
December 31, 1998. Mr. Dahlmann's agreement is for five (5) years followed by
successive one (1) year automatic renewals unless either party gives contrary
written notice. In exchange for his services Mr. Dahlmann will receive cash
compensation equal to three hundred thousand dollars ($300,000) per year in
the form of base pay which is subject to increases as the Employer may deem
appropriate. In addition, Mr. Dahlmann is eligible to receive all of the same
employee benefits as other employees of the Employer who are at a similar
level and classification. As such he is a participant in the Cash Incentive
Bonus Plan, Supplemental Executive Retirement Plan, Split-Dollar Life
Insurance Plan, Compensatory Stock Option Plan, 401(k), ESOP, and the group
health, disability, and life insurance plans. Should the Employer terminate
Mr. Dahlmann's employment without cause at any time, or should Mr. Dahlmann
terminate his employment for good reason, the Employer shall pay him an amount
equal to twelve (12) month's base salary at his then current rate of
compensation. In addition, the Employer shall continue to pay its share of
Mr. Dahlmann's health insurance premiums for a period of not more than
eighteen (18) months. Should the Employer terminate Mr. Dahlmann for just
cause he shall have no right to compensation or other benefits for any period
after the date of termination. If during the term of the agreement a change
in control of the Employer occurs as defined by the agreement, Mr. Dahlmann
may terminate his employment for a period of up to (12) months following such
a change. He would then be eligible for a severance payment based upon the
average aggregate annual compensation for a defined period of time multiplied
by three (3). The Employer would assume responsibility for the full cost of
the health insurance premium for eighteen (18) months plus provide six (6)
months of outplacement assistance with an external provider.
At the 1996 Annual Meeting, the shareholders approved and ratified the
Corporation's Change in Control Agreement Program for the Corporation's
executive officers and certain other key employees. Except as described
below, all of the agreements are identical in all material respects.
If, within one year following the occurrence of a change in control, the
employer involuntarily terminates the employment of the executive (other than
for cause as defined below), substantially reduces the executive's title,
responsibilities, power or authority, reduces the executive's base
compensation, assigns duties which are inconsistent with previous duties, or
undertakes similar actions, a severance benefit equal to one year's base
compensation (payable in twelve monthly installments) will thereupon be
payable to the former executive. Health insurance and other principal
employee benefits will be continued during that one year period. If the
former executive enters into competitive employment during the one year
period, severance payments will cease. Cause for termination shall arise if
the executive commits a felony resulting in, or intended to result in,
monetary harm to the Corporation, its customers, or affiliates, or if the
executive intentionally fails to perform his duties for 30 consecutive days
following written notice from the Corporation that such duties are not being
performed.
The agreement with Mr. O'Dell, the President and Chief Executive Officer
of the Corporation, provides for severance payments to be made if the employer
involuntarily terminates the employment of the executive (other than for cause
as defined above), or undertakes similar action as described above, within
three years of a change in control (rather than one year as described above
for other agreements). Furthermore, Mr. O'Dell's agreement provides a
severance benefit
15
equal to three year's compensation (payable in thirty-six monthly
installments) with continuation of health insurance and other principal
employee benefits during that period. In addition, Mr. O'Dell may also
trigger the payment of severance benefits (in the same amount and under the
same conditions described above) by voluntarily terminating employment within
one year following a change in control. However, the voluntary termination
provision will no longer be available once Mr. O'Dell attains normal
retirement age under any of the Corporation's regular retirement plans.
Separate agreements with Mr. Thomchick, Senior Executive Vice President
of the Corporation and Mr. Glass, President and CEO of FCB are identical to
Mr. O'Dell's agreement in all material respects except that severance payments
are triggered only if the involuntary termination of employment or other
triggering event occurs within two years of the change in control and the
total severance benefit in his case is equal to two years compensation
(payable in twenty-four monthly installments).
In December 1998, FCB executed an agreement with Mr. Glass who serves as
Vice Chairman of FCFC and President and CEO of FCB. The agreement defines the
severance package Mr. Glass would receive should his employment be terminated
by the Employer for reasons other than for just cause prior to his sixty-third
(63rd) birthday. Should such a termination occur Mr. Glass would receive
compensation payments for twenty-four (24) months following his separation.
The payments would be based upon the rate of annual compensation he was
receiving at the time of separation. Mr. Glass would be prohibited from
employment with a competitor, directly or indirectly, in the Employer's market
area in the twenty-four (24) months following his termination without just
cause. The Employer is obligated to continue to pay its share of the cost of
health insurance premiums for Mr. Glass for a period of twenty-four (24)
months following his separation. Mr. Glass may also elect to invoke the terms
of the agreement by terminating his employment for any reason. The agreement
permits the Employer to terminate Mr. Glass for just cause at any time. The
agreement does not call for the payment of any compensation or benefit
coverage should a just cause termination occur. The agreement does not
diminish the rights of Mr. Glass under any other existing agreements,
including a change of control agreement.
During 2000, David R. Tomb, Jr., attorney-at-law, and the law firm of
Tomb and Tomb of which Mr. Tomb is a partner performed legal services for the
Corporation and FCB. Mr. Tomb is a director and executive officer of the
Corporation. The fees paid for services during 2000 were $70,000.
16
ACCOUNTANTS
Deloitte & Touche was selected by the Board of Directors to serve as the
Corporation's independent public accountant for its 2000 fiscal year. The
Board of Directors has also selected Deloitte & Touche as the Corporation's
independent public accountant for the 2001 fiscal year.
Aggregate fees for the fiscal year ended December 31, 2000, by the
Company's principal accounting firm, Deloitte & Touche were:
Audit Fees $250,800
Financial Information Systems
Design and Implementation Fees -0-
All Other Fees $ 44,510 (a)
(a) The Audit Committee has considered whether the provision of these
services is compatible with maintaining the independent accountant's
independence.
A representative of Deloitte & Touche is expected to be present at the
Annual Meeting and will have an opportunity to make a statement, if he desires
to do so, and to respond to appropriate questions.
ANNUAL REPORT
A copy of the Corporation's Annual Report for the fiscal year ended
December 31, 2000 is enclosed with this Proxy Statement.
A COPY OF THE CORPORATION'S FORM 10-K ANNUAL REPORT FOR 2000 AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION MAY BE OBTAINED WITHOUT CHARGE
UPON WRITTEN REQUEST TO: DAVID R. TOMB, JR., SECRETARY/TREASURER, BOX 400,
INDIANA, PENNSYLVANIA 15701.
SHAREHOLDER PROPOSALS
Proposals of Corporation shareholders intended to be presented at the
Annual Meeting of Shareholders to be held in the year 2002 must be received by
the Secretary of the Corporation not later than November 23, 2001 in order to
be considered for inclusion in the Corporation's proxy statement for that
meeting.
In connection with the 2002 Annual Meeting of Shareholders, if the Corporation
does not receive notice of a matter or proposal to be considered (whether or
not the proponent thereof intends to include such matter or proposal in the
proxy statement of the Corporation) on or before February 6, 2002 (45 days
prior to mailing date of this year's proxy) then the persons appointed by the
Board of Directors to act as the proxies for such annual meeting will be
allowed to use their discretionary voting authority with respect to any such
matter or proposal at such annual meeting, if such matter or proposal is
raised at such annual meeting.
17
APPENDIX I
FIRST COMMONWEALTH FINANCIAL CORPORATION
INTERNAL AUDIT COMMITTEE CHARTER
AUTHORITY
The Board of Directors of the First Commonwealth Financial Corporation has
established a committee of directors to be known as the Audit Committee with
its goals and objectives, composition, term of office, duties, and
responsibilities as follows:
GOALS AND OBJECTIVES
The Audit Committee's primary goal will be to assist the Board of Directors in
fulfilling its statutory and fiduciary responsibilities relating to the
corporate accounting, reporting, and management practices of the Holding
Company and each of its affiliates. In addition, the Committee will:
1. Oversee and appraise the quality of the audit effort of the Corporation's
internal audit function and those of its independent auditors;
2. Maintain, by scheduling regular meetings, open lines of communications
among the Board, its internal auditors, and its independent accountants to
exchange views and information as well as confirm their respective
authority and responsibilities; and
3. Determine the adequacy of the Company's administrative, operating, and
internal accounting controls and evaluate adherence.
The Audit Committee has the authority to conduct any investigation appropriate
to fulfilling its responsibilities, and it has direct access to the
independent auditors as well as anyone in the organization. The Audit
Committee has the ability to retain, at the Company's expense, special legal,
accounting, or other consultants or experts it deems necessary in the
performance of its duties.
COMPOSITION
The Board of Directors of the Corporation shall annually confirm the
membership of the Audit Committee, which will be comprised of at least three
directors, all of whom will be independent of senior management and operating
executives of the Holding Company and any of its subsidiaries and free from
any relationships which in the business judgment of the Board of Directors
interferes with the Audit Committee Member's exercise of independence from
management and the Holding Company. One of the members shall be elected
chairperson of the Audit Committee by the Board of Directors. All members of
the Committee shall have a basic understanding of finance and accounting and
be able to read and understand fundamental financial statements. One
committee member will also have "Accounting or Related Financial Management
Expertise" as the Board of Directors interprets such qualifications in its
best judgment.
DUTIES AND RESPONSIBILITIES
The First Commonwealth Financial Corporation's Audit Committee's primary
duties and responsibilities will be as follows:
1. Meet at least four times during the year with an Executive Session held
after the meetings, and hold additional meetings as the chairperson shall
require;
2. Recommend to the full Board the appointment of the outside auditor. The
outside auditor for the Corporation is ultimately accountable to the Board
of Directors and Audit Committee of the Corporation. The Audit Committee
and Board of Directors have the ultimate authority and responsibility to
select, evaluate, and, where appropriate, replace the outside auditor;
3. Insure that an audit is conducted in compliance with statutory
requirements for the Corporation and each affiliate;
18
4. Review and approve the audit plan of the outside auditor;
5. Obtain the disclosures regarding the auditor's independence required by
Independence Standards Board Standard No. 1 and discuss with the auditors
the auditor's independence;
6. Review with financial management and the independent auditors the
company's quarterly financial results prior to the release of earnings
and/or the company's quarterly financial statements prior to filing or
distribution. Discuss any significant changes to the Company's accounting
principles and any items required to be communicated by the independent
auditors in accordance with SAS 61. The Chair of the Committee may
represent the entire Audit Committee for purposes of this review.
7. Review and approve the audit plan of the internal auditors for the
Corporation and each affiliate;
8. Evaluate the effectiveness of both the internal and external audit effort
through regular meetings with each respective group;
9. Determine that no management restrictions are being placed upon either the
internal or external auditors;
10. Review the written reports from the internal and outside auditors and
monitor management's response and actions to correct any noted
deficiencies;
11. Review all regulatory examinations submitted to the Corporation and
affiliates and management's response thereto;
12. Require periodic updates from management, the outside auditors, and
internal auditors on any significant proposed regulatory, accounting, or
reporting issues to assess the potential impact upon the Corporation's
financial reporting process;
13. Review the Company's annual audited financial statements prior to filing
or distribution. Review should include discussion with management of
significant issues regarding accounting principles, practices, and
judgments; and with the independent auditors concerning certain matters as
required by SAS 61. Based upon the results of this review a report should
be submitted to the full Board. This report should include the following
statement: "based on the review of audit findings and discussions with
management and the independent accountants, the Audit Committee recommends
to the Board of Directors that the audited financial statements be
included in the Corporation's Annual Report on Form 10-K for the last
fiscal year for filing with the Commission";
14. Identify and direct any special projects or investigations deemed
necessary;
15. Maintain minutes of meetings and periodically report to the Board of
Directors on significant results of the foregoing activities; and
16. Review and reassess the adequacy of the Audit Committee's Charter on an
annual basis. Submit the Charter to the Board of Directors for approval.
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APPENDIX II
(PROXY CARD)
(This Section Intentionally Blank)
Detach Proxy Card Here
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1. Election of the following FOR all WITHHOLD AUTHORITY*EXCEPTIONS
nominees as Directors to nominees to vote for all
serve for terms ending listed nominees listed
in 2004 below below
Nominees: David S. Dahlmann, Ronald C. Geiser, David L. Johnson, Robert F.
Koslow, Joseph W. Proske, and E. James Trimarchi
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided
below.)
*Exceptions
FOR AGAINST ABSTAIN
Change of Address
and or Comments
Comments Mark Here
Please sign exactly as name appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title as
such. For joint accounts each joint owner should sign. If a corporation,
please sign in full corporate name by President or other authorized officer,
giving your full title as such. If a partnership, please sign in name by
authorized person, giving your full title as such.
Date:________________________________________, 2001
_____________________________________________ (Seal)
Signature
_____________________________________________ (Seal)
Signature if held jointly
Please Sign, Date, and Return the Proxy Promptly Using the Enclosed Envelope
Votes must be indicated x
(x) in Black or Blue ink.
FIRST COMMONWEALTH FINANCIAL CORPORATION
Old Courthouse Square, 22 North Sixth Street
Indiana, Pennsylvania 15701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 23, 2001
The Annual Meeting of Shareholders of First Commonwealth Financial Corporation
will be held at 654 Philadelphia Street, Indiana, PA on Monday, April 23, 2001
at 3:00 p.m., local time, for the following purposes:
1. To elect six Directors to serve for terms expiring in
2004.
2. To act on such other matters as may properly come
before the Meeting.
Only holders of Common Stock of First Commonwealth Financial Corporation of
record at the close of business on March 5, 2001, will be entitled to vote at
the meeting or any adjournment thereof.
To be sure that your vote is counted, we urge you to complete and sign the
proxy/voting instruction card below, detach it from this letter and return it
in the postage paid envelope enclosed in this package. The giving of such
proxy does not affect your right to vote in person if you attend the meeting.
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FIRST COMMONWEALTH FINANCIAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 23, 2001
This Proxy is Solicited on Behalf of the Board of Directors of
First Commonwealth Financial Corporation
The undersigned shareholder of First Commonwealth Financial Corporation
("the Corporation") hereby appoints Joyce Graham, John E. Walker, and Norman
J. Montgomery, and each of them, as proxies of the undersigned to vote at the
Annual Meeting of Shareholders of the Corporation which the undersigned would
be entitled to vote if personally present on the following matters and such
other matters as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted FOR Proposal 1.
The undersigned hereby revokes all previous proxies for the Annual
Meeting of Shareholders, hereby acknowledges receipt of the Notice of Annual
Meeting and Proxy Statement furnished therewith and hereby ratifies all that
the said proxies may do by virtue hereof.
(Continued, and to be signed and dated on the reverse side.)
FIRST COMMONWEALTH FINANCIAL CORPORATION
P.O. BOX 11253
NEW YORK, NY 10203-0253
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