EX99.9(A)10
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FIRST COMMONWEALTH FINANCIAL CORPORATION
Questions and Answers
About the Offer of
First Commonwealth Financial Corporation
to Purchase for Cash up to 2,000,000 Shares
of Common Stock at a Purchase Price of
$23.00 to $26.00 per Share
August 31, 1999
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Questions and Answers about the Offer of
FIRST COMMONWEALTH FINANCIAL CORPORATION
To Purchase Its Stock
The following information is designed to answer frequently asked questions
about the offer by First Commonwealth Financial Corporation (the "Company") to
purchase shares of its common stock (the "Shares"). Shareholders are referred
to the Offer to Purchase dated August 31, 1999 and related Letter of
Transmittal for a detailed description of the terms and conditions of the
offer.
Q. Why Is The Company Making This Offer?
A. The Company believes it has a strong and more than adequate capital base
that will allow it to continue to grow its business and using the
additional capital to buy back stock will allow it to increase shareholder
value. The repurchasing of stock is designed to increase the Company's
return on equity by reducing the amount of equity outstanding.
Q. What Is This Offer To Purchase?
A. The Company is inviting its shareholders to tender shares of its common
stock at prices not less than $23.00 nor in excess of $26.00 per Share in
cash, as specified by shareholders tendering their Shares. The Company will
determine the single per Share price, not less than $23.00 nor in excess of
$26.00 per Share, net to the seller in cash (the "Purchase Price"), that it
will pay for Shares validly tendered pursuant to the Offer, 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 buy 2,000,000 Shares (or such lesser number of Shares as
are properly tendered at prices of not less than $23.00 nor in excess of
$26.00 per Share). This type of issuer tender offer is commonly referred to
as a "Modified Dutch Auction."
Q. What Is A "Modified Dutch Auction?"
A. A Modified Dutch Auction is a process whereby a company makes a direct
tender offer to its own shareholders to purchase a specified number of
shares of its stock within a specified price range per share, and pays the
highest price at which it accepts shares to all shareholders whose shares
are accepted. In this case, the Company is making a direct offer to all of
its shareholders to purchase in the aggregate 2,000,000 Shares of its
common stock at a price of not less than $23.00 nor in excess of $26.00 per
Share. This process allows each shareholder to elect whether to sell stock,
and the price the shareholder is willing to sell at within the given price
range. After receiving tenders of Shares, at the termination of the Offer,
the Company will choose the price within the specified range that will
permit it to purchase the amount of securities sought and this price will
become the Purchase Price.
Q. What Will Be The Final Purchase Price?
A. All Shares acquired in the Offer will be acquired at the Purchase Price.
The Company will select the Purchase Price that will allow it to buy up to
2,000,000 Shares. All shareholders tendering at or below the Purchase Price
will receive the same amount.
Q. What Will Happen If More Than 2,000,000 Shares Are Tendered At Or Below The
Purchase Price?
A. In the event that more than 2,000,000 Shares are tendered at or below the
Purchase Price, Shares tendered at or below the Purchase Price will be
acquired by the Company (i) first from any shareholder who owned
beneficially, as of the close of business on August 25, 1999 and continues
to own beneficially as of the termination of the Offer, an aggregate of
fewer than 100 Shares and who validly tenders all of such Shares, and (ii)
then from all other tendering shareholders subject to proration.
Q. At What Price May I Tender My Shares?
A. Shareholders may elect to tender their Shares in increments of fifty cents
($.50) starting at $23.00 per Share up to and including $26.00 per Share.
The election as to the number of Shares and the price a shareholder is
willing to tender are to be indicated on the Letter of Transmittal and
Notice of Guaranteed Delivery, if applicable.
Q. How Do I Tender My Shares?
A. If you hold your Shares in certificate form, you must return a properly
completed Letter of Transmittal (the blue form) and any other documents
required by the Letter of Transmittal,
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together with the certificates for the Shares being tendered, to the
Depositary, The Bank of New York, which must be received by them by 5:00
p.m. New York City time on September 29, 1999 (the "Expiration Date").
PLEASE DO NOT ENDORSE YOUR CERTIFICATE(S).
Q. How Do I Tender My Shares If My Shares Are Held By My Broker?
A. If your Shares are registered in street name with a broker, dealer,
commercial bank, trust company or other nominee, you will need to contact
your broker, bank or other nominee and instruct the nominee to make the
tender of your Shares for you. You cannot tender such Shares using the
Letter of Transmittal even though you may have received one for your
information.
If you are a broker and are tendering Shares in book-entry form for your
customers, you must comply with the Book-Entry Delivery procedure described
in Section 3 of the Offer to Purchase.
Q. What Do I Do If I Have Lost My Certificates, Or If They Have Been
Mutilated, Destroyed Or Stolen, But I Still Want To Tender Them?
A. Call the Depositary at (000) 000-0000 for instructions for tendering Shares
in such circumstances.
Q. I Want To Tender But I Cannot Get My Stock To The Depositary On Time. What
Can I Do?
A. If you cannot submit a valid tender by the expiration date but want to
tender, you may complete the Notice of Guaranteed Delivery which gives you
three (3) New York Stock Exchange trading days to produce the certificates.
Have an Eligible Institution (as defined in Instruction 1 of the Letter of
Transmittal) help you fill out the form as instructed in Section 3 of the
Offer to Purchase.
Q. Do I Have To Sell My Stock To The Company?
A. No. A shareholder is not required to tender any stock.
Q. What Happens If I Do Not Tender My Stock To The Company To Purchase?
A. Your Shares will remain outstanding without a change in the terms or
ownership rights. You will continue to own the same number of Shares
without any adjustment, and you will continue to receive the same dividend
and voting rights. However, since the Company will purchase up to 2,000,000
of its outstanding Shares, the percentage of the outstanding stock which
you own will increase since the number of outstanding Shares will be
reduced.
Q. If I Do Tender My Shares, When Will I Receive The Money?
A. As soon as practicable after the Expiration Date. If you are a registered
shareholder you will receive a check from the Depositary or if you hold
your stock with a bank or broker your account will be credited. The
foregoing does not apply to Shares tendered through the Company's ESOP and
401(k) Plan. See separate instructions included herewith for information
about tendering Shares under these Plans.
Q. What If The Terms Of The Offer Change?
A. In the event the Expiration Date is extended or if the terms of the Offer
are materially changed, the Company will generally give notice of the
change and, under certain circumstances, shareholders will be able to
change or withdraw their tender for at least 10 business days from such
notice.
Q. Can I Tender Part Of My Stock At Different Prices?
A. Yes, you can elect to tender part of your stock at one price and an
additional amount at a second price. For example, if you owned 1,500
Shares, you could tender 500 Shares at one price, 500 Shares at another and
keep the remaining 500 Shares. However, you cannot tender the same Shares
at different prices. In the prior example, the shareholder owning 1,500
Shares cannot tender 1,500 at one price and 1,500 at another price. If you
tender some Shares at one price and other Shares at a different price, you
must use a separate Letter of Transmittal for each price. You may make a
copy of the Letter of Transmittal if you need additional forms.
Q. Is There Any Brokerage Commission?
A. No. The Company will purchase stock directly from each shareholder at the
Purchase Price without the use of a broker.
Q. Can I Change Or Cancel My Tender?
A. You may increase or decrease the number of Shares indicated in the Letter
of Transmittal or withdraw it entirely up until 5:00 p.m. New York
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City time on September 29, 1999. Generally after September 29, 1999, you
cannot withdraw your tender. If you desire to change or withdraw your
tender, you are responsible to make certain that a valid withdrawal is
received by the deadline. Except as discussed in the Offer to Purchase,
tenders are irrevocable after the September 29, 1999 deadline.
Q. Can You Summarize The Process By Which Shares Are Validly Tendered?
A. Generally, for certificated Shares you must complete the Letter of
Transmittal (the blue form) as follows:
. List the certificates and the number of Shares that you are tendering in
the box captioned "Description of Shares Tendered."
. Check the box specifying the price at which you are tendering in the box
captioned "Price (in Dollars) Per Share at Which Shares are Being
Tendered."
. If you want to give us special payment instructions, complete the box
captioned "Special Payment Instructions."
. If you want to give us special delivery instructions, complete the box
captioned "Special Delivery Instructions."
. If you are an Odd Lot Holder (i.e., you hold fewer than 100 Shares) who is
tendering all your shares, complete the box captioned "Odd Lots."
. If your Shares are being delivered by book-entry, complete the box
captioned "Box Below for Use by Eligible Institutions Only."
. Complete the substitute Form W-9 to certify your tax identification
number.
. Sign the Letter of Transmittal in the box captioned "Important" (in
certain circumstances, signatures must be guaranteed in this Box, see
Instructions 1 and 6 in the Letter of Transmittal).
. Contact your broker if your Shares are held in street name (held by
broker) for instructions.
You must deliver your Share certificates or comply with the book-entry
delivery requirements. See Section 3 of the Offer to Purchase. These documents
must be received by the Depositary, The Bank of New York, no later than 5:00
p.m. New York City time on September 29, 1999. If you are tendering Shares
held by a broker, commercial bank, trust company or other nominee, your
instructions must be given to your nominee who will, on the basis of your
instructions, tender Shares for you. Please see Section 3 and the Letter of
Transmittal for more details about how to tender Shares.
Q. Can I Tender Shares Held In The Company's Dividend Reinvestment Plan?
A. Yes, Xxxxxx credited to your account will be tendered by the Depositary
according to instructions provided by you.
Q. Can I Tender Shares Held In The Company's Employee Stock Ownership Plan and
401(k) Plan? If So, How Do I Tender These Shares?
A. Yes, Xxxxxx credited to your account will be tendered by the Trustee of the
Plans according to instructions provided by you. However, in accordance
with the terms of the ESOP, proceeds from the tender will be required to be
reinvested in the Company's common stock. You should read carefully the
information included herewith with respect to tendering Shares held through
the Company's ESOP and 401(k) Plan, including possible adverse tax
consequences of doing so.
Q. How Can I Get More Information?
A. If you have a question, please call our Dealer Manager/Information Agent,
Xxxxx, Xxxxxxxx & Xxxxx, Inc., at (000) 000-0000 from 9:00 a.m.-5:00 p.m.,
New York City time, Monday through Friday.
THIS BROCHURE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SECURITIES. THE OFFER TO PURCHASE THE STOCK OF THE COMPANY IS MADE
ONLY BY THE FIRST COMMONWEALTH FINANCIAL CORPORATION OFFER TO PURCHASE
DOCUMENT DATED AUGUST 31, 1999 AND THE ACCOMPANYING LETTER OF TRANSMITTAL.
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