FCF » Topics » RELATED PARTY TRANSACTIONS

This excerpt taken from the FCF DEF 14A filed Mar 16, 2009.

RELATED PARTY TRANSACTIONS

Any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships between First Commonwealth or any of its subsidiaries and any of First Commonwealth’s executive officers, Directors or nominees for election as a Director, any person owning more than 5% of First Commonwealth’s common stock, or any immediate family member of any of the foregoing persons is considered a “related party transaction” and must be approved or ratified by the Governance Committee in accordance with a written policy adopted by First Commonwealth’s Board of Directors.

This policy requires the Governance Committee to review the material facts of any related party transaction and either approve or disapprove the transaction after considering, among other factors it deems appropriate, whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction.

Any Director who has an interest in the transaction may not participate in any discussion or approval of the transaction except for the purpose of providing material facts concerning the transaction.

The policy does not apply to the following categories of transactions:

 

   

transactions that are available to all employees or customers of First Commonwealth generally;

 

   

transactions involving less than $120,000 when aggregated with all similar transactions; and

 

   

loans made by First Commonwealth Bank (or any other banking subsidiary of First Commonwealth) in the ordinary course of business, made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender, and not involving more than the normal risk of collectibility or presenting other unfavorable features.

In addition, certain categories of transactions have been pre-approved under the terms of the policy, including:

 

   

compensation paid to executive officers of First Commonwealth if either (i) the compensation is required to be reported in First Commonwealth’s Proxy Statement under the rules of the SEC or (ii) the executive officer is not an immediate family member of another executive officer or Director of First Commonwealth and the compensation would be reported in First Commonwealth’s Proxy Statement if the executive officer was a “named executive officer” (as defined above under “Executive Compensation”);

 

   

compensation paid to Directors that is required to be reported in First Commonwealth’s Proxy Statement; and

 

   

transactions in which all shareholders benefit proportionately (such as the payment of dividends).

 

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The following is a summary of related party transactions during 2008:

 

   

First Commonwealth Bank paid Julia E. Trimarchi Cuccaro $100,000 as salary in her capacity as Vice President and Assistant Secretary of First Commonwealth Bank and $40,000 for legal services provided to the Bank. First Commonwealth Bank also paid Ms. Cuccaro $111,573 for state-wide lien searches and abstracting services in connection with loans made by the Bank, of which $66,861 was paid by Ms. Cuccaro to title companies and other third party search firms. Ms. Cuccaro is a Director of First Commonwealth.

 

   

First Commonwealth Financial Corporation paid $177,569 in compensation to Matthew C. Tomb in his capacity as Senior Vice President and corporate counsel. Matthew Tomb is the son of Director David R. Tomb, Jr.

 

   

First Commonwealth Bank entered into a lease agreement with SML Limited Partnership, a real estate holding company owned by three children of Director Dale P. Latimer, for the construction and operation of a branch in New Alexandria, PA. The lease has an initial term of 15 years with three optional renewal terms of five years each. The aggregate rent payable during the initial 15-year term is $1,077,000.

First Commonwealth has made and intends to continue to make loans through its subsidiary, First Commonwealth Bank, to various of its Directors and executive officers, and to corporations or other entities in which they may own a controlling interest. Any such loans were and will be made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and do not and will not involve more than a normal risk of collectibility or present other unfavorable features. The amount of credits issued by First Commonwealth Bank to Directors and executive officers during 2008 is included in the “Related Party Transactions” Note to First Commonwealth’s Annual Report on Form 10-K.

In addition to loans made by its banking subsidiary, First Commonwealth, through an executive loan plan, previously advanced amounts to executive officers of First Commonwealth. These loans were extended through a line of credit and accrue interest at the New York City prime rate. Thaddeus J. Clements is the only executive officer who has an outstanding loan balance under this program. During 2008, the highest amount outstanding to Mr. Clements was $62,434, and the balance outstanding as of February 27, 2009 was $53,574. First Commonwealth discontinued advancing amounts under this plan as of July 30, 2002 and has not granted any extensions or modifications of loans that were made prior to that date.

These excerpts taken from the FCF 10-K filed Feb 26, 2009.

Note 28—Related Party Transactions

Some of First Commonwealth’s directors, executive officers, principal shareholders and their related interests had transactions with the subsidiary bank in the ordinary course of business. All deposit and loan transactions were made on substantially the same terms, such as collateral and interest rates, as those prevailing at the time for comparable transactions. In the opinion of management, these transactions do not involve more than the normal risk of collectibility nor do they present other unfavorable features. It is anticipated that further such transactions will be made in the future.

The following is an analysis of loans to related parties:

 

     (dollars in thousands)  

Balances December 31, 2007

   $ 3,408  

Advances

     7,098  

Repayments

     (8,133 )

Other

     329  
        

Balances December 31, 2008

   $ 2,702  
        

The “Other” line primarily reflects additions as a result of individuals designated as a “related party” during the year.

 

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FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

 

ITEM 8. Financial Statements and Supplementary Data (Continued)

Notes to Consolidated Financial Statements

Years Ended December 31, 2008, 2007 and 2006

 

Note 28—Related Party Transactions

Some of First Commonwealth’s directors, executive officers, principal shareholders and their related interests had transactions with the subsidiary bank in the ordinary course of business. All deposit and loan transactions were made on substantially the same terms, such as collateral and interest rates, as those prevailing at the time for comparable transactions. In the opinion of management, these transactions do not involve more than the normal risk of collectibility nor do they present other unfavorable features. It is anticipated that further such transactions will be made in the future.

The following is an analysis of loans to related parties:

 

     (dollars in thousands)  

Balances December 31, 2007

   $ 3,408  

Advances

     7,098  

Repayments

     (8,133 )

Other

     329  
        

Balances December 31, 2008

   $ 2,702  
        

The “Other” line primarily reflects additions as a result of individuals designated as a “related party” during the year.

 

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FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

 

ITEM 8. Financial Statements and Supplementary Data (Continued)

Notes to Consolidated Financial Statements

Years Ended December 31, 2008, 2007 and 2006

 

These excerpts taken from the FCF 10-K filed Feb 29, 2008.

Note 30—Related Party Transactions

Some of First Commonwealth’s directors, executive officers, principal shareholders and their related interests had transactions with the subsidiary bank in the ordinary course of business. All deposit and loan transactions were made on substantially the same terms, such as collateral and interest rates, as those prevailing at the time for comparable transactions. In the opinion of management, these transactions do not involve more than the normal risk of collectibility nor do they present other unfavorable features. It is anticipated that further such transactions will be made in the future.

The following is an analysis of loans to related parties:

 

     (dollars in thousands)  

Balances December 31, 2006

   $ 4,028  

Advances

     6,496  

Repayments

     (6,405 )

Other

     (711 )
        

Balances December 31, 2007

   $ 3,408  
        

“Other” primarily reflects the change in those classified as a “related party” usually as a result of mergers, restructuring, resignations or retirements.

 

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FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

 

ITEM 8. Financial Statements and Supplementary Data (Continued)

Notes to Consolidated Financial Statements

Years Ended December 31, 2007, 2006 and 2005

 

Note 30—Related Party Transactions

Some of
First Commonwealth’s directors, executive officers, principal shareholders and their related interests had transactions with the subsidiary bank in the ordinary course of business. All deposit and loan transactions were made on substantially
the same terms, such as collateral and interest rates, as those prevailing at the time for comparable transactions. In the opinion of management, these transactions do not involve more than the normal risk of collectibility nor do they present other
unfavorable features. It is anticipated that further such transactions will be made in the future.

The following is an analysis of loans
to related parties:

 

























































   (dollars in thousands) 

Balances December 31, 2006

  $4,028 

Advances

   6,496 

Repayments

   (6,405)

Other

   (711)
     

Balances December 31, 2007

  $3,408 
     

“Other” primarily reflects the change in those classified as a “related party”
usually as a result of mergers, restructuring, resignations or retirements.

 


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FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 





ITEM 8.Financial Statements and Supplementary Data (Continued)

FACE="Times New Roman" SIZE="2">Notes to Consolidated Financial Statements

Years Ended December 31, 2007, 2006 and 2005

STYLE="margin-top:0px;margin-bottom:0px"> 


This excerpt taken from the FCF 10-K filed Mar 1, 2007.

Note 31—Related Party Transactions

Some of First Commonwealth’s directors, executive officers, principal shareholders and their related interests had transactions with the subsidiary bank in the ordinary course of business. All deposit and loan transactions were made on substantially the same terms, such as collateral and interest rates, as those prevailing at the time for comparable transactions. In the opinion of management, these transactions do not involve more than the normal risk of collectibility nor do they present other unfavorable features. It is anticipated that further such transactions will be made in the future.

The following is an analysis of loans to those parties whose aggregate loan balances exceeded $60 thousand during 2006:

 

     (dollars in thousands)  

Balances December 31, 2005

   $ 7,373  

Advances

     3,336  

Repayments

     (7,102 )

Other

     421  
        

Balances December 31, 2006

   $ 4,028  
        

“Other” primarily reflects the change in those classified as a “related party” usually as a result of mergers, restructuring, resignations or retirements.

 

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FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

 

ITEM 8. Financial Statements and Supplementary Data (Continued)

Notes to Consolidated Financial Statements

Years Ended December 31, 2006, 2005 and 2004

 

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