Filed by: First
Commonwealth Financial Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: GA Financial, Inc.
Commission File No.: 001-14154
NEWS RELEASE
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For More Information Contact: |
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To: All Area News Agencies |
John J. Dolan, Executive Vice President and |
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Chief Financial Officer |
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From: First Commonwealth |
First Commonwealth Financial Corporation |
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Financial Corporation |
(724) 349-7220 |
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Date: December 12, 2003 |
Todd L. Cover, Chief Operating Officer |
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Great American Federal |
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(412) 882-9946 |
FIRST COMMONWEALTH TO ACQUIRE GA FINANCIAL, INC.
INDIANA, PA - First Commonwealth Financial Corporation (NYSE:FCF), the
holding company for First Commonwealth Bank, and GA Financial, Inc. (AMEX:GAF),
the parent company for Great American Federal, announced today the execution of
a definitive agreement under which GA Financial, Inc. and Great American
Federal would merge into First Commonwealth Financial Corporation and First
Commonwealth Bank, respectively. Under
terms of the agreement, the shareholders of GA Financial, Inc. (GAF) can elect
to receive $35.00 in cash or an equivalent value of First Commonwealth common
stock for each GAF share owned, subject to proration as provided in the definitive
agreement to ensure that 40% of the aggregate merger consideration will be paid
in cash and 60% in First Commonwealth common stock. Common stock received by GAF shareholders is expected to qualify
as a tax-free exchange.
The transaction was unanimously approved by the Board of Directors of both
organizations. The transaction is
subject to all required regulatory approvals and the approval by GAF
shareholders, and is expected to be completed by mid-year 2004. First Commonwealth believes that the transaction
will be immediately accretive to earnings.
Joseph E. O'Dell, President and Chief Executive Officer of First Commonwealth,
stated, "We are excited with the opportunity to further expand our
presence in the Pittsburgh market. The
GAF markets provide us a second step to our in-market growth strategy and the
results of the transaction will provide substantial growth opportunities."
**MORE**
John M. Kish, Chairman and Chief Executive Officer of GAF, stated, "We are
pleased to be joining one of the premier financial services companies in
Pennsylvania. This transaction provides
our shareholders with significant immediate value as well as the opportunity to
participate as shareholders in a significantly larger institution. The merger also improves our ability to
serve our customers and expands career opportunities for our employees. We consider this a good transaction for our
shareholders and our other constituencies."
First Commonwealth Financial Corporation, headquartered in Indiana, Pennsylvania,
is a $5.2 billion bank holding company including recently acquired Pittsburgh
Financial Corp. offering a full array of financial services, operating through
First Commonwealth Bank in 17 counties in western and central Pennsylvania. Financial services and insurance products
are also provided through First Commonwealth Trust Company, First Commonwealth
Financial Advisors, and First Commonwealth Insurance Agency. Data processing and support services are
offered through First Commonwealth Systems Corporation and First Commonwealth
Professional Resources, Inc.
GA Financial, Inc. is the parent company of Great American Federal with total
assets of $883 million, deposits of $545 million, and equity of nearly $95
million at September 30, 2003. Great
American Federal has 12 full service offices in Allegheny County.
The proposed merger will be submitted to GAF's shareholders for their
consideration. First Commonwealth and
GAF will file a registration statement, which will include a proxy
statement/prospectus and other relevant documents concerning the proposed
transaction with the SEC. BEFORE MAKING
ANY DECISION REGARDING THE MERGER, SHAREHOLDERS OF GAF are urged to read the registration statement and the proxy
statement/prospectus when it becomes available and other relevant documents
filed with the SEC, as well as any amendments or supplements to those
documents, because they contain important information. You will be able to obtain a free
copy of the proxy statement/prospectus, as well as other filings containing
information about First Commonwealth and GAF, at the SEC's Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus and
the SEC filings that will be incorporated by reference in the proxy
statement/prospectus can be obtained, without charge, by directing a request to
the Secretary of First Commonwealth, First Commonwealth Financial Corporation,
Old Courthouse Square, 22 North Sixth Street, P.O. Box 400, Indiana, PA
15701-0400, (724) 349-7220, or to the Secretary of GA Financial, Inc., 4750
Clairton Boulevard, Pittsburgh, PA 15236, (412) 882-9946.
GAF and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of GAF in connection with
the merger. Information about the
directors and executive officers of GAF and their ownership of GAF common stock
is set forth in the proxy statement, dated March 17, 2003, for GAF's 2003
annual meeting of shareholders, as filed with the SEC on a Schedule 14A. Additional information about the interests
of those participants may be obtained from reading the definitive proxy
statement/prospectus regarding the proposed merger when it becomes available.
**MORE**
Statements contained in this press release that are not historical facts are forward looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements include but are not limited to the expected impact of the merger on earnings, the expected cost savings that can be realized after the merger, the expected cost of the transaction and the expected closing date of the merger. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from estimates results, including, without limitation, the satisfaction of all conditions to the merger, including receipt of all required regulatory approvals and the receipt of GAF stockholder approval, and First Commonwealth's ability to successfully integrate Great American Federal into First Commonwealth Bank and to achieve the desired cost savings on a timely basis. Additional risks and uncertainties are detailed in First Commonwealth's filings with the Securities and Exchange Commission.
**MORE**
Transaction Summary
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Purchase Price per Share |
$35.00 in cash or shares of First Commonwealth common stock (based on the average closing price on the NYSE for the 10 trading days ending on the third business day before the closing date) |
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Aggregate Consideration |
40% cash and 60% First Commonwealth common stock |
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Market Premium |
22% |
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Aggregate Transaction Value |
$183.2 million |
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Anticipated Closing |
On or before June 30, 2004 |
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Anticipated Transaction Cost |
$3.0 million |
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Anticipated Cost Savings |
$4.5 million annually (25%) |
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Required Approvals |
Board of Governors of the Federal Reserve System, |
Strategic Rationale
In-Market Geographic Expansion
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Leverages Pittsburgh area presence, after recent acquisition of BankPittsburgh |
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Similar markets and demographics |
Market Synergies
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Expected to enhance First Commonwealth's position as #2 SBA lender in Pittsburgh area |
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Trust, insurance, financial planning services, and internet banking will be available to a wider range of customers |
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Risk management strength of FCF will be extended to larger entity |
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Financial Impact Favorable
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Expected cost efficiencies in operations and overlapping functions |
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Leverage capital base |
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Increased dividend to GAF shareholders (94%) (based on First Commonwealth's annualized dividend yield) |
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Greater liquidity for resulting shareholders |
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Advisor to GAF
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Janney Montgomery Scott LLC |
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