FORM 10-Q



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-Q/A
(AMENDMENT No. 1)

 

(X)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended March 31, 2005

 


or

( )

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the transition period from        to       

 



Commission File Number   0-11242



First Commonwealth Financial Corporation

(Exact name of registrant as specified in its charter)

 


        Pennsylvania          


     25-1428528    

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)



  22 North Sixth Street, Indiana, PA  

  15701  

(Address of principal executive offices)

(Zip Code)



 

                    724-349-7220                   
(Registrant's telephone number, including area code)

 

                         N/A                          
(Former name, former address and former fiscal year,
if changed since last report)

 

 

Indicate a check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes    X     No      .

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes    X     No       .

The number of shares outstanding of issuer's common stock, $1.00 Par Value as of April 30, 2005, was 69,918,955.

 

FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
AMENDMENT TO FORM 10-Q FOR QUARTERLY PERIOD
ENDED MARCH 31, 2005

Explanatory Note:

 

This amendment revises Item 4 (Controls and Procedures) of Part I to the Quarterly Report on Form 10-Q of First Commonwealth Financial Corporation (the "Corporation") for the quarter ended March 31, 2005 (the "Original Report") to include the conclusions of the Corporation's Chief Executive Officer and Chief Financial Officer regarding the effectiveness of the design and operation of the Corporation's disclosure controls and procedures as of the end of the quarter for which the Original Report was filed.

 

Except for the corrections described above, the Corporation has not modified or updated disclosures presented in the Original Report.  Accordingly, this Form 10-Q/A does not reflect events occurring after the filing of the Original Report or modify or update those disclosures affected by subsequent events.  Information not affected by this amendment is unchanged and reflects the disclosure made at the time the Original Report was filed.  This Form 10-Q/A should be read in conjunction with the Original Report and the filings made with the Securities and Exchange Commission subsequent to the filing of the Original Report, including any amendments to any such filings.



































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FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES


ITEM 4. CONTROLS AND PROCEDURES

 

First Commonwealth carried out an evaluation, under the supervision and with the participation of First Commonwealth's management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of First Commonwealth's disclosure controls and procedures as of the end of the period covered by this report pursuant to Exchange Act Rule 13a-15.  Based upon that evaluation, the Corporation's Chief Executive Officer and Chief Financial Officer concluded that the Corporation's disclosure controls and procedures are effective.  In addition, First Commonwealth's management, including the Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of First Commonwealth's internal control over financial reporting to determine whether any changes occurred during the fiscal quarter that have materially affected, or are reasonably likely to materially affect, First Commonwealth's internal control over financial reporting.  No such changes were identified in connection with this evaluation.

 

 

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by First Commonwealth in the reports that First Commonwealth files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by First Commonwealth in the reports that First Commonwealth files under the Exchange Act is accumulated and communicated to First Commonwealth's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.




















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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FIRST COMMONWEALTH FINANCIAL CORPORATION
(Registrant)



DATED:  August 2, 2005

/s/Joseph E. O'Dell                    

 

Joseph E. O'Dell, President and Chief Executive Officer

 

 

 

 

 

 

DATED:  August 2, 2005

/s/John J. Dolan                       

 

John J. Dolan, Executive Vice President and Chief Financial Officer







































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