UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 27, 2006
First
Commonwealth Financial
Corporation
(Exact name
of registrant as specified in its charter)
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Pennsylvania |
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0-11242 |
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25-1428528 |
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(State or other
jurisdiction |
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(Commission |
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(IRS Employer |
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22 N. Sixth Street, Indiana, PA |
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15701 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant's telephone number, including area code: (724) 349-7220
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01. CHANGES IN REGISTRANT'S CERTIFYING
ACCOUNTANT
Ernst & Young LLP was previously the principal accountants for First
Commonwealth Financial Corporation. On
February 27, 2006, that firm was terminated and KPMG LLP was engaged as
principal accountants. The decision to
change accountants was approved by the Audit Committee of the Board of
Directors.
In connection with the audits of the two fiscal years ended December 31, 2005,
there were no disagreements with Ernst & Young LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements if not resolved to their satisfaction
would have caused them to make reference in connection with their opinion to
the subject matter of the disagreement.
The audit reports of Ernst & Young LLP on the consolidated financial
statements of First Commonwealth Financial Corporation and subsidiaries as of
and for the years ended December 31, 2005 and 2004 did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles.
A letter from Ernst & Young LLP is attached as Exhibit 16.1 to this Form
8-K.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(c) |
Exhibits |
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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 hereunto duly authorized.
Dated: March 3, 2006
FIRST
COMMONWEALTH FINANCIAL CORPORATION
(Registrant)
By: /S/
JOHN J.
DOLAN
John
J. Dolan
Executive
Vice President and
Chief
Financial Officer