Filed by: FirstCommonwealth Financial CorporationPursuant to Rule 425 under the Securities Act of 1933Subject Company: GA Financial, Inc.Commission File No.: 001-14154

**NEWS RELEASE**

|                                                                                                                   | For More Information Contact:                |
|------------------------------------------------------------------------------------------------------------------------|----------------------------------------------|
|                                                                                                                   |                                         |
| To:          All  Area News Agencies                                 | John J. Dolan, Executive Vice  President and |
|                                                                                                                   | Chief Financial Officer                      |
| From:      First  Commonwealth                                                           | First Commonwealth Financial  Corporation    |
|                 Financial  Corporation | (724) 349-7220                               |
|                                                                                                                   |                                         |
| Date:        December  12, 2003                                                | Todd L. Cover, Chief Operating  Officer      |
|                                                                                                                   | Great American Federal                       |
|                                                                                                                   | (412) 882-9946                               |

 

FIRST COMMONWEALTH TOACQUIRE GA FINANCIAL, INC.

 

INDIANA, PA - First Commonwealth Financial Corporation (NYSE:FCF), theholding company for First Commonwealth Bank, and GA Financial, Inc. (AMEX:GAF),the parent company for Great American Federal, announced today the execution ofa definitive agreement under which GA Financial, Inc. and Great AmericanFederal would merge into First Commonwealth Financial Corporation and FirstCommonwealth Bank, respectively.  Underterms of the agreement, the shareholders of GA Financial, Inc. (GAF) can electto receive $35.00 in cash or an equivalent value of First Commonwealth commonstock for each GAF share owned, subject to proration as provided in the definitiveagreement to ensure that 40% of the aggregate merger consideration will be paidin cash and 60% in First Commonwealth common stock.  Common stock received by GAF shareholders is expected to qualifyas a tax-free exchange.The transaction was unanimously approved by the Board of Directors of bothorganizations.  The transaction issubject to all required regulatory approvals and the approval by GAFshareholders, and is expected to be completed by mid-year 2004.  First Commonwealth believes that the transactionwill 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 ourpresence in the Pittsburgh market.  TheGAF markets provide us a second step to our in-market growth strategy and theresults of the transaction will provide substantial growth opportunities."

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John M. Kish, Chairman and Chief Executive Officer of GAF, stated, "We arepleased to be joining one of the premier financial services companies inPennsylvania.  This transaction providesour shareholders with significant immediate value as well as the opportunity toparticipate as shareholders in a significantly larger institution.  The merger also improves our ability toserve our customers and expands career opportunities for our employees.  We consider this a good transaction for ourshareholders and our other constituencies."First Commonwealth Financial Corporation, headquartered in Indiana, Pennsylvania,is a $5.2 billion bank holding company including recently acquired PittsburghFinancial Corp. offering a full array of financial services, operating throughFirst Commonwealth Bank in 17 counties in western and central Pennsylvania.  Financial services and insurance productsare also provided through First Commonwealth Trust Company, First CommonwealthFinancial Advisors, and First Commonwealth Insurance Agency.  Data processing and support services areoffered through First Commonwealth Systems Corporation and First CommonwealthProfessional Resources, Inc.GA Financial, Inc. is the parent company of Great American Federal with totalassets of $883 million, deposits of $545 million, and equity of nearly $95million at September 30, 2003.  GreatAmerican Federal has 12 full service offices in Allegheny County. The proposed merger will be submitted to GAF's shareholders for theirconsideration.  First Commonwealth andGAF will file a registration statement, which will include a proxystatement/prospectus and other relevant documents concerning the proposedtransaction with the SEC.  BEFORE MAKINGANY DECISION REGARDING THE MERGER, SHAREHOLDERS OF GAF are urged to read the registration statement and the proxystatement/prospectus when it becomes available and other relevant documentsfiled with the SEC, as well as any amendments or supplements to thosedocuments, because they contain important information.  You will be able to obtain a freecopy of the proxy statement/prospectus, as well as other filings containinginformation about First Commonwealth and GAF, at the SEC's Internet site (http://www.sec.gov).  Copies of the proxy statement/prospectus andthe SEC filings that will be incorporated by reference in the proxystatement/prospectus can be obtained, without charge, by directing a request tothe Secretary of First Commonwealth, First Commonwealth Financial Corporation,Old Courthouse Square, 22 North Sixth Street, P.O. Box 400, Indiana, PA15701-0400, (724) 349-7220, or to the Secretary of GA Financial, Inc., 4750Clairton Boulevard, Pittsburgh, PA 15236, (412) 882-9946.GAF and its directors and executive officers may be deemed to be participantsin the solicitation of proxies from the shareholders of GAF in connection withthe merger.  Information about thedirectors and executive officers of GAF and their ownership of GAF common stockis set forth in the proxy statement, dated March 17, 2003, for GAF's 2003annual meeting of shareholders, as filed with the SEC on a Schedule 14A.  Additional information about the interestsof those participants may be obtained from reading the definitive proxystatement/prospectus regarding the proposed merger when it becomes available.

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*Statements contained in this pressrelease that are not historical facts are forward looking statements as thatterm is defined in the Private Securities Litigation Reform Act of 1995.  Such statements include but are not limitedto the expected impact of the merger on earnings, the expected cost savingsthat can be realized after the merger, the expected cost of the transaction andthe expected closing date of the merger. Such forward-looking statements are subject to risks and uncertaintiesthat could cause actual results to differ materially from estimates results,including, without limitation, the satisfaction of all conditions to themerger, including receipt of all required regulatory approvals and the receiptof GAF stockholder approval, and First Commonwealth's ability to successfullyintegrate Great American Federal into First Commonwealth Bank and to achievethe desired cost savings on a timely basis. Additional  risks anduncertainties are detailed in First Commonwealth's filings with the Securitiesand Exchange Commission.*

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**TransactionSummary**

 

| 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                                                                                                                                                |
|                         |                                                                                                                                                                                            |
| Market Premium               | 22%                                                                                                                                                                                             |
|                         |                                                                                                                                                                                            |
| Aggregate Transaction Value  | $183.2 million                                                                                                                                                                                  |
|                         |                                                                                                                                                                                            |
| Anticipated Closing          | On or before June 30, 2004                                                                                                                                                                      |
|                         |                                                                                                                                                                                            |
| Anticipated Transaction Cost | $3.0 million                                                                                                                                                                                    |
|                         |                                                                                                                                                                                            |
| Anticipated Cost Savings     | $4.5 million annually (25%)                                                                                                                                                                     |
|                         |                                                                                                                                                                                            |
| Required Approvals           | Board of Governors of the Federal Reserve System,   Office of Thrift Supervision, GA Financial, Inc.  Shareholders, FDIC, and Pennsylvania Dept. of Banking                                     |

 

**StrategicRationale**

**In-Market Geographic Expansion**

| - | Leverages Pittsburgh  area presence, after recent acquisition of BankPittsburgh |
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| - | Similar markets and  demographics                                               |

**Market Synergies**

| - | Commercial lending expansion |  
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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

**Financial Impact Favorable**

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  Immediately accretive to GAAP and cash earnings

 
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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

**Advisor to GAF**

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Janney Montgomery Scott LLC

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