EX99.9(A)13
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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 Xxxxx, Xxxxxxxx &
Xxxxx, 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:
XXXXX, XXXXXXXX & XXXXX, INC.
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxx 00000-0000
Call Toll Free: (000) 000-0000
The Dealer Manager for the Offer is:
XXXXX, XXXXXXXX & XXXXX, INC.
Two World Trade Center
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Call Toll Free: (000) 000-0000
August 31, 1999
