Old Courthouse Square, 22 North Sixth Street
Indiana, Pennsylvania 15701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 22, 2002
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
22, 2002, at 3:00 p.m., local time, for the following
purposes:
1. To elect seven Directors to serve for terms
expiring in 2005.
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 4, 2002 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,
2001, 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,
David R. Tomb, Jr.
Secretary
Indiana, Pennsylvania
March 22, 2002
FIRST COMMONWEALTH FINANCIAL CORPORATION
Old Courthouse Square, 22 North Sixth Street
Indiana, Pennsylvania 15701
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 22, 2002
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 22, 2002,
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 seven nominees listed on page 6.
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 22,
2002. 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.
1
As of the close of business on March 4, 2002, there were
58,553,808 shares of Common Stock 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
4, 2002 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 seven
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.
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"), and Reliable Bank ("Reliable"); (2) First
Commonwealth Trust Company ("FCTC"); (3) and Southwest Bank
("Southwest"); and through First Commonwealth Professional
Resources Inc. ("FCPRI"), a professional services affiliate,
Commonwealth Systems Corporation ("CSC"), a data processing
subsidiary, First Commonwealth Insurance Agency ("FCIA"), a
wholly-owned insurance agency subsidiary of FCB, Strategic
Capital Concepts, Inc. ("SCC"), a financial planning and
consulting firm, and Strategic Financial Advisors, Inc.
("SFA"), an asset management firm. 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 4, 2002, was the beneficial owner of more than 5% of
the Common Stock, except FCTC as more fully described on page
5. 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 9 (the "Summary Compensation Table") and by all
directors and executive officers as a group.
Amount/Natu Related Percent
Name re of Class
of Footnote(s)
Beneficial
Ownership
(1)
E. H. Brubaker 36,972 (2,10) *
Sumner E. 457,635 (2,3,8,10) *
Brumbaugh
Ray T. Charley 135,399 (10) *
2
Edward T. Cote 213,800 (5, 10) *
David S. Dahlmann 102,558 (3,10) *
Clayton C. Dovey, 53,268 (10) *
Jr.
Ronald C. Geiser 32,728 (3,10) *
Johnston A. Glass 206,556 (3,10) *
Thomas J. Hanford 59,936 (10) *
H. H. Heilman, Jr. 55,000 (10) *
David L. Johnson 45,730 (2,10) *
Robert F. Koslow 72,717 (2,3,10) *
Dale P. Latimer 1,798,319 (3,5,10) 3.07%
James W. Newill 467,200 (9,10) *
Joseph E. O'Dell 320,620 (2,4,10) *
Joseph W. Proske 47,462 (2,3,10) *
John A. 64,872 (2,10) *
Robertshaw, Jr.
Laurie Stern 14,138 (10) *
Singer
Gerard M. 176,060 (2,4,10) *
Thomchick
David R. Tomb, Jr. 728,098 (2,3,4,5,6, 1.24%
10)
E. James Trimarchi 913,501 (3,4,5,6,7, 1.56%
10)
Robert C. Williams 145,789 (10) *
All directors and 5,401,177 9.03%
executive
officers as a
group (27 persons)
*Less than 1%
(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
and executive officer 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
beneficially owned by him that are included in the
shares indicated for the group.
3
(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, 45,000; Mr.
Brumbaugh, 264; Mr. Johnson, 2,269; Mr. Koslow, 3,410;
Mr. O'Dell, 5,197; Mr. Proske, 63,060; Mr. Robertshaw,
6,264; Mr. Thomchick, 6,935; Mr. Tomb, 528; and all
directors and executive officers as a group, 132,927.
(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, 9,235;
Mr. Geiser, 23,728; Mr. Glass, 24,608; Mr. Koslow,
24,665; Mr. Latimer, 51,825; Mr. Proske, 3,200; Mr.
Tomb, 63,692; Mr. Trimarchi, 75,736; and all directors
and executive officers as a group, 307,489.
(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 and by subsequent purchases.
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 219,998 shares held by a family member over which
Mr. Brumbaugh
has been appointed as attorney in fact 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.
(10) Includes the following stock options currently vested or
vesting within 60 days of the effective date of the table:
Mr. Brubaker, 9,000 shares; Mr. Brumbaugh, 9,000 shares;
Mr. Charley, 9,000 shares; Mr. Cote, 9,000 shares; Mr.
Dahlmann, 91,498 shares; Mr. Dovey, 7,000 shares; Mr.
Geiser, 9,000 shares; Mr. Glass, 152,363 shares; Mr.
Hanford, 9,000 shares; Mr. Heilman, 9,000 shares; Mr.
Johnson, 9,000 shares; Mr. Koslow, 9,000 shares; Mr.
Latimer, 9,000 shares; Mr. Newill, 9,000 shares; Mr.
O'Dell, 231,039 shares; Mr. Proske, 9,000 shares; Mr.
Robertshaw, 3,000 shares; Ms. Singer, 9,000 shares; Mr.
Thomchick, 104,818 shares; Mr. Tomb, 71,123 shares; Mr.
Trimarchi, 170,334 shares; Mr. Williams, 64,696 shares,
and all directors and other executive officers as a group,
1,275,881 shares.
4
As of February 28, 2002, 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 4,887,327 (8.35% 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: 4,703,931
- Total shares on which voting power is shared:
183,396
- Total shares on which sole investment power is
held: 1,597,618
- Total shares on which investment power is shared:
3,289,709
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 10% 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 10% 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 2001. In making this disclosure, the Corporation has
relied solely on written and oral representations of its
directors, executive officers and greater than 10% shareholders
and copies of the reports they have filed with the Commission.
ELECTION OF DIRECTORS
Article 9 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 20 divided into
three classes.
Seven directors will be nominated for election in the
class of directors whose terms expire in 2002 to serve for
three year terms expiring with the Annual Meeting of
Shareholders in 2005. At his request, Director Clayton C.
Dovey, Jr. will not be standing for election in this class of
directors.
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.
5
Information about the nominees, each of whom is presently
a member of the Board of Directors, 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.
Nominees for a Term Ending in 2005:
Directo Principal Occupation or Employment;
Name r Since Other Directorships; Age
Sumner E. Brumbaugh 1992 Retired; formerly Chairman of the Board
of Central; President, Brumbaugh
Insurance Group; Age 73
Ray T. Charley 1998 President, Thomi Co. (retail grocers);
Director of Southwest; Age 50
Edward T. Cote 1984 Associate, The Wakefield Group
(Investment Banking);
Age 65
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 52
Dale P. Latimer 1984 Chairman of the Board and Chief
Executive Officer,
R & L Development Company (heavy
construction);
Director of FCB and New Mexico Banquest
Investors
Corp. ("NMB"); Age 70
Joseph E. O'Dell 1994 President and Chief Executive Officer
of the Corporation; Director of FCB,
FCTC, Southwest, FCIA, FCPRI,
CSC, SCC and SFA; Age 56
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, SCC,
SFA, and CTCLIC; Age 70
Continuing Directors Whose Terms End in 2003:
E. H. Brubaker 1984 Retired; formerly Chairman of the Board
of Deposit; Age 71
Thomas J. Hanford 1984 Private Investor; Director of First
Admiralty Bancorp; Age 63
H. H. Heilman, Jr. 1985 Partner, Heilman & McClister (attorneys-
at-law); Age 85
James W. Newill 1998 Certified Public Accountant, formerly
President, J. W. Newill Company (public
accounting); Director of Southwest; Age
67
John A. Robertshaw, 1998 Formerly Chairman, Laurel Vending, Inc.
Jr. (vending and food service); Director of
Southwest; Age 75
6
Laurie Stern Singer 1998 President, Allegheny Valley Chamber of
Commerce and President, Allegheny Valley
Development Corporation; Director of
Southwest; Age 50
Robert C. Williams 1994 Chairman of the Board of Unitas; formerly
President
of Unitas; Age 58
Continuing Directors Whose Terms End 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
Southwest National Corporation
(SWNC); Director of Southwest and FCPRI;
Age 52
Ronald C. Geiser 1985 Retired; formerly President of Cenwest;
Age 72
David L. Johnson 1984 Retired; formerly Vice President &
Corporate Secretary, Pennsylvania
Manufacturers' Corporation (insurance
holding company); Age 72
Robert F. Koslow 1993 Chairman of the Board of Peoples of W.
PA; Age 66
Joseph W. Proske 1984 Retired; formerly Vice President-
Engineering, Kane
Magnetics International (manufacturer of
magnetic components); Director of CSC;
Age 65
E. James Trimarchi 1982 Chairman of the Board of the Corporation;
Director of FCB, FCTC, FCIA, FCPRI, CSC,
SCC, SFA, CTCLIC,
and NMB: Age 79
Board Committees
During 2001 there were 4 meetings of the Board of
Directors of the Corporation. All directors, with the
exception of Mr. Heilman, 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
the following standing committees: Executive, Audit,
Governance, and Executive Compensation. The Governance
Committee also acts as a 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 2001.
The Audit Committee is comprised of Directors Latimer
(Chairman), Cote, and Proske. The function of the Audit
Committee, as more fully noted in the Charter, is primarily to
oversee and appraise the quality of the audit effort of the
Corporation's internal audit function and those of its
independent auditors; maintain, by scheduling regular meetings,
open lines of
7
communication 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 determine the adequacy of the
Corporation's administrative, operating, and internal
accounting controls and evaluate adherence. The Committee met
eight times in 2001. A report of the Audit Committee follows
on page 14.
The Governance Committee was established as a permanent
standing Committee by the Board in April 2001. The Committee
acts as a nominating committee for elections to the Board. In
addition, the Committee will also be responsible for measuring
performance of executive officers and Board members, and for
recommending management succession plans. The Committee is
comprised of Directors Trimarchi (Chairman), Brumbaugh,
Hanford, Newill, Robertshaw and Singer. The Committee met 3
times in 2001.
The Executive Compensation Committee is comprised of
Directors Cote (Chairman), Johnson and Latimer. The Committee
met 8 times in 2001. A report of the Executive Compensation
Committee follows on page 11.
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
first anniversary date the Corporation's proxy statement was
released to its shareholders in connection with the previous
year's annual meeting of shareholders called for the election
of directors (for the 2002 meeting of shareholders, such
notification must have been received by the Secretary on or
before November 23, 2001). 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 of 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. Each non-employee
director received options to purchase 2,000 shares of common
stock on January 31, 2001. These options are currently
exercisable at a strike price of $10.75 per share, and will
expire on January 31, 2011.
8
The Deferred Compensation Plan for Non-Employee Directors
allows non-employee directors to defer receipt of any retainers
and Board and committee meeting fees, including amounts paid
for Advisory Board service. At the election of the director,
the deferred amounts are credited to a stock account, a non-
stock account, an investment account or any combination
thereof. Payments under the plan are made as a lump sum at the
earlier of the cessation of service as a director or the death
or disability of the director.
COMPENSATION OF EXECUTIVE OFFICERS
The table below sets forth certain information
regarding compensation received by the Chief Executive Officer
and the remaining four most highly compensated executive
officers of the Corporation (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensati
Compensation on
Name and Securities All Other
Principal Position Year Salar Bonus Compensati
y Underlying on
($) ($) ($)
(1) Options (3)
(#)
(2)
Joseph E. O'Dell 2001 41,442 63,098
President and Chief 2000 409,0 0 39,559 97,664
Executive 1999 00 36,746 85,448
Officer of the 0
Corporation 401,8
38 70,68
4
390,2
50
E. James Trimarchi 2001 38,730 17,374
Chairman of the Board 2000 382,5 0 26,852 17,000
of the Corporation 1999 00 24,942 17,504
0
375,3
15 65,97
2
364,4
99
Gerard M. Thomchick 2001 30,288 36,882
Chief Operating 2000 324,7 0 27,842 44,387
Officer of the 1999 50 24,260 42,455
Corporation and 0
President and 308,0
Chief Executive 00 46,66
Officer of FCPRI 5
268,8
00
David S. Dahlmann 2001 32,233 42,165
Vice Chairman of the 2000 323,0 0 30,725 78,085
Corporation and 1999 00 28,540 52,519
President and 0
Chief Executive 316,5
Officer of Southwest 00 54,90
0
305,5
00
Johnston A. Glass 2001 31,312 40,299
Vice Chairman of the 2000 314,0 0 29,831 54,866
Corporation and 1999 00 26,162 50,767
President 0
and Chief Executive 307,5
Officer of FCB 00 50,32
5
280,3
00
(1) Includes compensation for services on boards and
committees of the Corporation and
before employee voluntary SERP (deferred compensation)
reduction.
(2) 1999 totals adjusted to reflect a two for one stock split
effected in the form of a 100% stock dividend
distributed on November 18, 1999.
9
(3) Includes for 2001 for Messrs. O'Dell, Trimarchi,
Thomchick, Dahlmann, and Glass, respectively,
the following compensation amounts: (i) matching
contributions to the individual's account under the 401(k)
plan of $6,800, $6,800, $6,800, $6,800 and $6,800;
(ii) discretionary contributions to the individual's
account under the 401(k) plan of $5,100, $5,100, $5,100,
$5,100 and $5,100; (iii) the allocation of shares under
the ESOP of $5,474, $5,474, $5,474, $5,474 and
$5,474; (iv) matching and automatic contributions to the
individual's account under the SERP of $32,200, $0,
$15,120, $17,400, and $16,320; (v) and the actuarial
value of the Corporation's contribution to the split-
dollar life insurance policies of $13,524, $0, $4,388,
$7,391, and $6,605.
The following tables set forth certain information
regarding stock options granted in 2001 to the Chief
Executive Officer and the Named Executive Officers.
STOCK OPTION GRANTS IN FISCAL YEAR 2001
Number % of
of Total Potential
Securit Options Exerci Realizable Value
ies Granted se Expirat at Assumed
Name Underly to Price ion Rates of
ing Employees Per Date Stock Price
Options in Fiscal Share Appreciation
Granted Year For Option Term ($)
(#) 0% 5%
(1) 10%
Joseph E. 41,442 5.4 $10.75 1/31/20 0 280,173 710,015
O'Dell 11
E. James 38,730 5.1 $10.75 1/31/20 0 261,839 663,551
Trimarchi 11
Gerard M. 30,288 4.0 $10.75 1/31/20 0 204,766 518,916
Thomchick 11
David S. 32,233 4.2 $10.75 1/31/20 0 217,915 552,239
Dahlmann 11
Johnston A. 31,312 4.1 $10.75 1/31/20 0 211,688 536,460
Glass 11
Gains
applicable to $0 $395,496 $1,002,26
all ,108 4,790
shareholders
(2)
(1) Options in 2001 were granted under the 1995 Stock
Option Plan with an exercise price equal to
fair market value on the date of the grant. The options
became fully vested on
December 31, 2001.
(2) The potential realizable gain to all shareholders
(based on 58.5 million shares of First
Commonwealth common stock outstanding and the market price of
$10.75) at 0%, 5%, and 10% assumed growth rates
over a term of ten years is provided as a comparison to the
potential gain realizable by the Named Officers at the same
assumed annual rates of stock appreciation.
AGGREGATE STOCK OPTION EXERCISES IN FISCAL YEAR 2001
AND FISCAL YEAR-END OPTION VALUES
Number of Securities Value of Unexercised
Underlying UnexercisedIn-the-Money Options
Shares Options at December 31,at
Name Acquired Value 2001 December 31, 2001
on Realized (#) ($)
Exercise ($) Exercisable Exercisable
(#) Unexercisable Unexercisable
Joseph 0 0 231,039 0 245,945 0
O'Dell
E. James 0 0 170,334 0 181,892 0
Trimarchi
Gerard 46,098 176,147 104,818 0 49,471 0
Thomchick
David S. 0 0 91,498 0 38,861 0
Dahlmann
Johnston 0 0 152,363 0 143,959 0
Glass
10
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 15 shall
not be incorporated by reference into any such filings.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
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 decisions.
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 eight times in 2001.
The Committee's goal is to administer an executive
compensation program that helps maximize shareholder value
by using incentives to place a portion of total
compensation at risk and that provides financial rewards
only when the performance level of the Corporation
justifies such rewards.
The Committee discharged its duties in 2001 by
performing the following tasks:
1. Researching peer group compensation
activities to ensure both
consistency and competitiveness in the
composition of the Corporation's
executive compensation program.
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 a
sustained basis and to reduce transfer
costs between directors and
shareholders.
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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 Executive Compensation Program is based on the
Executive Compensation Statement of Principles which has
been adopted by the Board of Directors. These Principles
provide guidance for the deliberations of the Committee and
are the basis for the Committee's decisions. The
Principles emphasize 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 these Principles, 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 bring about the achievement
of the Corporation's long-term strategic objectives.
The Executive Compensation Committee has established the
following parameters for executive compensation under the
2001 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 ranges from 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.
7. Use of non-qualified plans to restore the
benefits of a select group of
executives that are otherwise limited due to
limits under the tax code.
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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, and
the ability to identify and
make relevant comparison of executive officer positions in
terms of responsibilities and
performance. The 2001 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, a cash performance-based incentive plan, a
stock option plan, and
benefits.
Base salaries are assessed by taking into account
the position, responsibilities,
and competitive salary data as 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
with the Principles
identified earlier in this report. Under the cash
performance-based incentive plan,
executive officers are rewarded based on the annual increase
in primary earnings per
share.
Executive officers participate in the shareholder-
approved Compensatory Stock
Option Plan. According to the terms of this plan, 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 as determined on the day of the grant of the
option. The Committee
plans to continue using the granting of such options to
encourage the long-term increase
of the Corporation's share price.
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. Program participants are also eligible to
partake in the normal benefit programs available to employees
of the Corporation and its affiliates.
Chief Executive Officer Compensation
In 2001, Mr. O'Dell completed his seventh year as
President and Chief Executive Officer of the Corporation. He
received a base salary of approximately $405,000. Based on
First Commonwealth's earnings per share in 2001, he did not
earn a cash incentive. Based on its governing Principles and
market practices, the Committee awarded Mr. O'Dell options on
41,442 shares in 2001. The options vested on December 31,
2001 and accrue value only to the extent that First
Commonwealth's stock price rises above the value on the date
of the grant. In 2001, Mr. O'Dell participated in the
Corporation's 401(k) Plan and ESOP. As such, the Corporation
made contributions to his accounts in 2001. The Committee
believes these compensation levels to be appropriate in light
of the governing Principles outlined herein.
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Impact of IRS Section 162(m)
Section 162(m) of the Internal Revenue Code (IRC) limits
the deductibility of compensation paid to an employee in
excess of $1,000,000. Compensation deemed to be "performance-
based" is exempt from Section 162(m) if certain criteria are
met. Currently, the Committee does not anticipate the loss
of any deduction due to Section 162(m). The Committee will
continue to monitor its Executive Compensation Program in
light of Section 162(m) and take such actions as it deems
appropriate.
Submitted by the Executive Compensation Committee:
Edward T. Cote, Chairman
David L. Johnson
Dale P. Latimer
REPORT OF THE AUDIT COMMITTEE
The Board of Directors has adopted a written charter
outlining the duties and responsibilities for the Audit
Committee, which was included as Appendix I to the April 23,
2001 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 Corporation'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 selected bank
holding companies operating in Pennsylvania with assets
between one and eight billion dollars, including FNB
Corporation, Fulton Financial Corporation, S&T Bancorp Inc.,
Susquehanna Bancshares Inc., and AmeriServ Financial, Inc.
(peer group) for the five years commencing January 1, 1997
and ending December 31, 2001.
Cumulative Five Year Total Return
First Commonwealth vs. Russell 2000 and Peer Group
Period Ending
Index 12/3 12/3 12/3 12/3 12/3 12/3
1/96 1/97 1/98 1/99 1/00 1/01
First Commonwealth Financial 100. 195. 140. 144. 127. 154.
Corporation 00 09 99 30 54 29
Russell 2000 100. 122. 119. 144. 140. 143.
00 36 25 60 23 71
First Commonwealth Peer Group 100. 167. 153. 130. 152. 176.
00 16 36 02 75 02
______________
Assumes that the value of the investment in FCFC Common Stock and
each index was $100 on January 1, 1997 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 2001 nor has
ever been an officer or employee of the Corporation or a
subsidiary. Further, during 2001, 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 years followed by successive
one 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 per year in the form of base pay
which is subject to increases as the Corporation may deem
appropriate. In addition, Mr. Dahlmann is eligible to
receive all of the same employee benefits as other employees
of the Corporation who are at a similar level and
classification. As such he is a participant in the Cash
Incentive Bonus Plan, Supple-
mental 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 Corporation terminate Mr. Dahlmann's employment without
cause at any time, or should Mr. Dahlmann terminate his
employment for good reason, the Corporation shall pay him an
amount equal to twelve month's base salary at his then
current rate of compensation. In addition, the Corporation
shall continue to pay its share of Mr. Dahlmann's health
insurance premiums for a period of not more than eighteen
months. Should the Corporation 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
Corporation occurs as defined by the agreement, Mr. Dahlmann
may terminate his employment for a period of up to twelve
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. The Corporation would assume responsibility for
the full cost of the health insurance premium for eighteen
months plus provide six 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.
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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 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, Vice
Chairman of FCFC and 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 2001, 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 2001 were $70,355.
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ACCOUNTANTS
Deloitte & Touche was selected by the Board of Directors
to serve as the Corporation's independent public accountant
for its 2001 fiscal year. The Board of Directors has also
selected Deloitte & Touche as the Corporation's independent
public accountant for the 2002 fiscal year.
Aggregate fees for the fiscal year ended December 31,
2001, billed or to be billed by the Corporation's principal
accounting firm, Deloitte & Touche were:
Audit Fees $277,300
Financial Information Systems
Design -0-
and Implementation Fees
All Other Fees $ 30,850
(a)(b)
(a) Deloitte & Touche's "All Other Fees" were for audit
related services only and consisted of fees for employee
benefit plan audits, FAS 133 accounting consultation and
a student loan attestation report.
(b) 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, 2001, is enclosed with this Proxy Statement.
A copy of the Corporation's Form 10-K annual report for
2001 as filed with the Securities and Exchange Commission may
be obtained without charge upon written request to: David R.
Tomb, Jr., Secretary/Treasurer, P.O. 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 2003 must be received by the Secretary of the
Corporation not later than November 21, 2002 in order to be
considered for inclusion in the Corporation's proxy statement
for that meeting.
In connection with the 2003 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 4, 2003 (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.
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APPENDIX
(PROXY CARD)
(This Section Intentionally Blank)
Detach Proxy Card Here
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Please Sign, Date and Return the
Proxy Promptly Using the Enclosed Votes must be
indicated (x)
Enclosed Envelope in Black or Blue Ink.
1. Election of the following NOMINEES AS directors to serve
for terms
ending in 2005
To
change your
FOR ALL WITHHOLD EXCEPTIONS address, please
FOR ALL mark
this box
Nominees: Sumner E. Brumbaugh, Ray T. Charley, Edward T
Cote,
Johnston A. Glass, Dale P. Latimer, Joseph E. O'Dell, and
David R. Tomb, Jr.
(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
_____________________________________________________
SCAN LINE
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______ Share Owner sign here_______________Co-Owner sign
here____________
FIRST COMMONWEALTH FINANCIAL CORPORATION
Old Courthouse Square, 22 North Sixth Street
Indiana, Pennsylvania 15701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 22, 2002
The Annual Meeting of Shareholders of First Commonwealth
Financial Corporation will be held at 654 Philadelphia
Street, Indiana, PA on Monday,
April 22, 2002 at 3:00 p.m., local time, for the
following purposes:
1. To elect seven Directors to serve for terms
expiring in 2005.
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 4, 2002 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 22,
2002
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
C. Kim Michael, Orlando V. Fulgenzio III, and Anthony S.
Hewitt, and each of them, as proxies of the undersigned
to vote at the Annual Meeting of Shareholders of the
Corporation the shares which the undersigned would be
entitled to vote if then personally present on the
following matter 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 11043
NEW YORK, NY 10203-0043