<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 18, 1996
-------------
FIRST COMMONWEALTH, INC.
------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-27064 75-2154228
- ----------------------- ----------- --------------------
(STATE OF INCORPORATION (COMMISSION (I.R.S. EMPLOYER
ORGANIZATION) FILE NUMBER) IDENTIFICATION NO.)
444 NORTH WELLS STREET, SUITE 600, CHICAGO, IL 60610
-------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVES OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (312) 644-1800
--------------
NOT APPLICABLE
--------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
SIGNATURE
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.
Date: December 17, 1996 FIRST COMMONWEALTH, INC.
(Registrant)
By: /s/ Christopher C. Multhauf
---------------------------
Christopher C. Multhauf
Chairman and Chief Executive Officer
<PAGE>
The undersigned registrant hereby amends Item 7 of its Current
Report on Form 8-K, dated July 18, 1996, as follows:
ITEM 7. PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) Pro Forma Financial Information.
-------------------------------
(i) The following pro forma financial statements of the registrant
previously filed as Exhibit 99.5 are hereby amended as follows:
Unaudited Pro Forma Condensed Consolidated Financial Statements of First
Commonwealth, Inc., as of and for the Six Months ended June 30, 1996
Introduction to the Unaudited Pro Forma Condensed Consolidated
Financial Statements
Unaudited Pro Forma Condensed Consolidated Statement of Income for the
Six Months ended June 30, 1996
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June
30, 1996
Notes to Unaudited Pro Forma Condensed Consolidated Financial
Statements
(ii) The following pro forma financial statements of the registrant
are filed as Exhibit 99.6 hereto:
Unaudited Pro Forma Condensed Consolidated Financial Statements of First
Commonwealth, Inc., as of and for the Nine Months ended September 30, 1996
Introduction to the Unaudited Pro Forma Condensed Consolidated
Financial Statements
Unaudited Pro Forma Condensed Consolidated Statement of Income for the
Nine Months ended September 30, 1996
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 1996
Notes to Unaudited Pro Forma Condensed Consolidated Financial
Statements
(c) Exhibits.
--------
99.5 Pro Forma Condensed Consolidated Financial Statements of First
Commonwealth, Inc. as of, and for the Six Months ended June 30, 1996
99.6 Pro Forma Condensed Consolidated Financial Statements of First
Commonwealth, Inc. as of, and for the Nine Months ended September 30,
1996
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
99.5 Pro Forma Condensed Consolidated Financial Statement of First
Commonwealth, Inc. as of, and for the six months ended June 30,
1996
99.6 Pro Forma Condensed Consolidated Financial Statements of First
Commonwealth, Inc. as of, and for the nine months ended
September 30, 1996
<PAGE>
EXHIBIT 99.5
Pro Forma Condensed Consolidated Financial Statements of First Commonwealth,
Inc. as of, and for the six months ended June 30, 1996.
<PAGE>
FIRST COMMONWEALTH, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
INTRODUCTION
JUNE 30, 1996
The accompanying unaudited pro forma condensed consolidated financial statements
reflect the corrected consolidated financial position of First Commonwealth,
Inc. (the Company) as of June 30, 1996, and the results of its consolidated
operations for the six months then ended after giving pro forma effect to (i)
the purchase of Smileage Dental Services, Inc. (Smileage Dental Services) and
(ii) associated reinsurance arrangement, which was completed on July 18, 1996.
The unaudited pro forma condensed consolidated financial statements should be
read in conjunction with the respective historical financial statements of the
Company and Smileage Dental Services, and the related notes thereto. The
unaudited pro forma information does not purport to be indicative of actual
results that would have been achieved had the acquisition actually been
completed as of the dates indicated on the following pages nor which may be
achieved in the future.
<PAGE>
FIRST COMMONWEALTH, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
SMILEAGE PRO FORMA
DENTAL PRO FORMA CONSOLIDATED
COMPANY (a) SERVICES (a) ADJUSTMENTS AS ADJUSTED
----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Subscriber Revenue $19,792 $1,289 $2,552 (c) $23,633
Benefit Coverage Expenses 12,246 0 3,031 (c) 15,277
------- ------ ------ -------
Gross Margin 7,546 1,289 (479) 8,356
Selling, General and
Administrative Expense 5,311 1,199 (699) (d) 5,811
Depreciation and Amortization 276 31 63 (e) 370
------- ------ ------ -------
Operating Income 1,959 59 157 2,175
Interest Income, net 322 828 (828) (f) 322
------- ------ ------ -------
Income Before Income Taxes 2,281 887 (671) 2,497
Provision For Income Taxes 914 0 112 (g) 1,026
------- ------ ------ -------
Net Income $ 1,367 $ 887 ($783) $ 1,471
======= ====== ====== =======
Weighted Average Common and Common
Equivalent Shares Outstanding (b) 3,500,053 231,399 (h) 3,731,452
========= ======= =========
Earnings Per Common and Common
Equivalent Share $0.39 $0.39
========= =========
</TABLE>
See notes to the unaudited pro forma condensed consolidated financial
statements.
<PAGE>
FIRST COMMONWEALTH, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
COMPANY
SMILEAGE PRO FORMA
DENTAL PRO FORMA CONSOLIDATED
COMPANY (i) SERVICES (i) ADJUSTMENTS (j) AS ADJUSTED
----------- ------------ --------------- ------------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 9,272 $ 0 $ 69 $ 9,341
Investments - Short Term 4,121 0 0 4,121
Accounts Receivable, Net 1,714 20 (20) 1,714
Related Party Receivable 0 54 (54) 0
Other Receivables 117 0 0 117
Deposit Under Reinsurance Agreement 485 0 0 485
Prepaid Expenses 1,314 2 (2) 1,314
Deferred Tax Asset 404 50 (50) 404
Income Taxes Receivable 622 0 0 622
-------- -------- -------- --------
TOTAL CURRENT ASSETS 18,049 126 (57) 18,118
Property & Equipment 2,770 138 0 2,908
Less: Accumulated Depreciation (1,328) (119) 0 (1,447)
-------- -------- -------- --------
Property & Equipment, Net 1,442 19 0 1,461
OTHER ASSETS
Restricted Cash 1,077 0 0 1,077
Excess of purchase price over net assets
acquired 0 0 5,530 5,530
Deposits & Other 92 0 0 92
-------- -------- -------- --------
TOTAL OTHER ASSETS 1,169 0 5,530 6,699
-------- -------- -------- --------
TOTAL ASSETS $20,660 $ 145 $5,473 $26,278
======== ======== ======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable-Trade $ 149 $ 8 $ 13 $ 170
Accounts Payable-Dental Service Providers 407 0 0 407
Claims Liability 1,395 0 0 1,395
Related Party Payable 0 0 0 0
Accrued Payroll and Related Costs 643 60 (40) 663
Other Accrued Expenses 600 39 (27) 612
Current Portion of Capital Lease Obligations 0 0 0 0
Current Portion of Long-Term Debt 0 0 0 0
Deferred Subscriber Revenue 3,841 0 0 3,841
Payable Under Reinsurance Agreement 437 0 0 437
Accrued Preferred Dividends 0 0 0 0
Income Taxes Payable 0 38 (3) 35
-------- -------- -------- --------
TOTAL CURRENT LIABILITIES 7,472 145 (57) 7,560
-------- -------- -------- --------
Capital Lease Less Current 0 0 0 0
Long-Term Debt Less Current 0 0 0 0
Deferred Tax Liability - Long-term 125 0 0 125
-------- -------- -------- --------
TOTAL LONG-TERM LIABILITIES 125 0 0 125
-------- -------- -------- --------
TOTAL LIABILITIES 7,597 145 (57) 7,685
REDEEMABLE PREFERRED STOCK 0 0 0 0
STOCKHOLDERS' EQUITY
Common Stock 3 1 1 5
Capital In Excess of Par 7,678 241 5,287 13,206
Retained Earnings 5,392 334 (334) 5,392
Treasury Stock (10) (576) 576 (10)
-------- -------- -------- --------
TOTAL STOCKHOLDERS' EQUITY 13,063 0 5,530 18,593
-------- -------- -------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $20,660 $145 $5,473 $26,278
======== ======== ======== ========
See notes to the unaudited pro forma condensed consolidated financial statements.
</TABLE>
<PAGE>
FIRST COMMONWEALTH, INC.
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
(IN THOUSANDS)
The unaudited pro forma condensed consolidated statement of operations for the
six months ended June 30, 1996 gives effect to the consolidated results of
operations for the six months ended June 30, 1996, as if the acquisition of
Smileage Dental Services, Inc. and the associated reinsurance arrangement had
occurred at January 1, 1996. These results are not necessarily indicative of
the consolidated results of the Company as they may be in the future, or as they
might have been had these events been effective at January 1, 1996. The
unaudited pro forma condensed consolidated balance sheet gives effect to the
financial position at June 30, 1996, as if the acquisition of Smileage Dental
Services, Inc. occurred at June 30, 1996. Such consolidated financial position
is not necessarily indicative of the consolidated financial position of the
Company as it may be in the future, or as it might have been had these events
been effective at June 30, 1996. The unaudited pro forma condensed consolidated
financial information should be read in conjunction with the historical
financial statements of the Company and Smileage Dental Services, Inc. and the
related notes thereto.
PRO FORMA ADJUSTMENTS FOR THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1996 ARE AS FOLLOWS:
<TABLE>
<CAPTION>
<C> <S>
(a) Represents the historical condensed consolidated results of the
Company and Smileage Dental Services, Inc. on a consolidated and stand
alone basis, respectively, for the six months ended June 30, 1996.
(b) Weighted average number of common shares outstanding is calculated
based upon the relevant weighted average shares outstanding and
options outstanding utilizing the treasury stock method for each
calculation presented.
(c) Reflects the associated reinsurance arrangement for assuming the new
members as well as the reduction in revenue for contracts not acquired
as of the date of acquisition.
(d) Reflects the elimination of selling, general and administrative
expenses for employees who will not be retained as well as associated
office expenses that will be eliminated.
(e) Represents the net increase to amortization ($69) for the cost over
the fair value of the net assets acquired over a period of forty years
and the net decrease to depreciation ($6) for assets that were sold
prior to the acquisition.
(f) Reflects the elimination of transactions that are of a non-recurring
basis.
(g) Reflects applicable income tax effects of adjustments.
(h) Reflects the number of common shares and common share equivalents
issued (231,399) as a result of the acquisition.
Pro Forma adjustments for the unaudited pro forma condensed consolidated balance
sheet at June 30, 1996 are as follows:
(i) Reflects historical financial position of the Company and Smileage
Dental Services, Inc. at June 30, 1996.
(j) Reflects assumed adjustment based upon the purchase price for the
Smileage Dental Services, Inc. acquisition, including the elimination
of assets and liabilities not in place as of the date of the
acquisition, the allocation of the purchase price over the fair values
of the net assets acquired and the elimination of Smileage Dental
Services, Inc. stockholders' equity.
</TABLE>
<PAGE>
EXHIBIT 99.6
Pro Forma Condensed Consolidated Financial Statements of First Commonwealth,
Inc. as of, and for the nine months ended September 30, 1996
<PAGE>
FIRST COMMONWEALTH, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
INTRODUCTION
SEPTEMBER 30, 1996
The accompanying unaudited pro forma condensed consolidated financial statements
reflect the consolidated financial position of First Commonwealth, Inc. (the
Company) as of September 30, 1996, and the results of its consolidated
operations for the nine months then ended after giving pro forma effect to (i)
the purchase of Smileage Dental Services, Inc. (Smileage Dental Services) and
(ii) associated reinsurance arrangement, which was completed on July 18, 1996.
The unaudited pro forma condensed consolidated financial statements should be
read in conjunction with the respective historical financial statements of the
Company and Smileage Dental Services, and the related notes thereto. The
unaudited pro forma information does not purport to be indicative of actual
results that would have been achieved had the acquisition actually been
completed as of the dates indicated on the following pages nor which may be
achieved in the future.
<PAGE>
FIRST COMMONWEALTH, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION> COMPANY
PRO FORMA
PRO FORMA CONSOLIDATED
COMPANY (a) ADJUSTMENTS AS ADJUSTED
----------- --------------- ------------
<S> <C> <C> <C>
Subscriber Revenue $31,578 $4,199(c) $35,777
Benefit Coverage Expenses 19,812 3,193(c) 23,005
----------- ----------- ------------
Gross Margin 11,766 1,006 12,772
Selling, General and
Administrative Expense 8,380 706(d) 9,086
Depreciation and Amortization 456 76(e) 532
----------- ----------- ------------
Operating Income 2,930 224 3,154
Interest Income, net 482 0 482
----------- ----------- ------------
Income Before Income Taxes 3,412 224 3,636
Provision For Income Taxes 1,378 118(f) 1,496
----------- ----------- ------------
Net Income $ 2,034 $ 106 $ 2,140
=========== =========== ============
Weighted Average Common and Common
Equivalent Shares Outstanding (b) 3,564,831 231,399(g) 3,796,230
=========== =========== ============
Earnings Per Common and Common
Equivalent Share $0.57 $0.56
=========== ============
See notes to the unaudited pro forma condensed consolidated financial statements.
</TABLE>
<PAGE>
FIRST COMMONWEALTH, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
COMPANY
PRO FORMA
PRO FORMA CONSOLIDATED
COMPANY (h) ADJUSTMENTS AS ADJUSTED
----------- ----------- ------------
ASSETS
<S> <C> <C> <C>
CURRENT ASSETS
Cash and Cash Equivalents $ 10,820 $0 $ 10,820
Investments - Short Term 3,015 0 3,015
Accounts Receivable, Net 2,190 0 2,190
Related Party Receivable 0 0 0
Other Receivables 131 0 131
Deposit Under Reinsurance Agreement 542 0 542
Prepaid Expenses 1,269 0 1,269
Deferred Tax Asset 606 0 606
Income Taxes Receivable 131 0 131
-------- -- ------------
TOTAL CURRENT ASSETS 18,704 0 18,704
-------- -- ------------
Property & Equipment 3,131 0 3,131
Less: Accumulated Depreciation (1,579) 0 (1,579)
-------- -- ------------
Property & Equipment, Net 1,552 0 1,552
-------- -- ------------
OTHER ASSETS
Restricted Cash 1,147 0 1,147
Excess of purchase price over net assets 5,574 0 5,574
acquired
Deposits & Other 99 0 99
-------- -- ------------
TOTAL OTHER ASSETS 6,820 0 6,820
-------- -- ------------
TOTAL ASSETS $ 27,076 $0 $ 27,076
======== == ============
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable-Trade $ 208 $0 $ 208
Accounts Payable-Dental Service 255 0 255
Providers
Claims Liability 1,259 0 1,259
Related Party Payable 0 0 0
Accrued Payroll and Related Costs 716 0 716
Other Accrued Expenses 603 0 603
Current Portion of Capital Lease 0 0 0
Obligations
Current Portion of Long-Term Debt 0 0 0
Deferred Subscriber Revenue 4,204 0 4,204
Payable Under Reinsurance Agreement 480 0 480
Accrued Preferred Dividends 0 0 0
Income Taxes Payable 0 0 0
-------- -- ------------
TOTAL CURRENT LIABILITIES 7,725 0 7,725
-------- -- ------------
Capital Lease Less Current 0 0 0
Long-Term Debt Less Current 0 0 0
Deferred Tax Liability - Long-term 125 0 125
-------- -- ------------
TOTAL LONG-TERM LIABILITIES 125 0 125
-------- -- ------------
TOTAL LIABILITIES 7,850 0 7,850
REDEEMABLE PREFERRED
STOCK 0 0 0
STOCKHOLDERS' EQUITY
Common Stock 4 0 4
Capital In Excess of Par 13,172 0 13,172
Retained Earnings 6,060 0 6,060
Treasury Stock (10) 0 (10)
-------- -- ------------
TOTAL STOCKHOLDERS' EQUITY 19,226 0 19,226
-------- -- ------------
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY $ 27,076 $0 $ 27,076
======== == ============
See notes to the unaudited pro forma condensed consolidated financial statements.
</TABLE>
<PAGE>
FIRST COMMONWEALTH, INC.
NOTES TO THE UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(IN THOUSANDS)
The unaudited pro forma condensed consolidated statement of operations for the
nine months ended September 30, 1996 gives effect to the consolidated results of
operations for the nine months ended September 30, 1996, as if the acquisition
of Smileage Dental Services, Inc. and associated reinsurance arrangement
occurred at January 1, 1996. These results are not necessarily indicative of the
consolidated results of the Company as they may be in the future, or as they
might have been had these events been effective at January 1, 1996. The
unaudited pro forma condensed consolidated balance sheet at September 30, 1996,
already gives effect to the acquisition of Smileage Dental Services, Inc. and
the associated reinsurance arrangement. Such consolidated financial position is
not necessarily indicative of the consolidated financial position of the Company
as it may be in the future.
Pro Forma adjustments for the unaudited pro forma condensed consolidated
statement of operations for the nine months ended September 30, 1996 are as
follows:
(a) Represents the historical condensed consolidated results of the
Company for the nine months ended September 30, 1996.
(b) Weighted average number of common shares outstanding is calculated
based upon the relevant weighted average shares outstanding and
options outstanding utilizing the treasury stock method for each
calculation presented.
(c) Reflects the associated reinsurance transactions for assuming the new
members.
(d) Reflects the addition of selling, general and administrative expenses
for employees who were retained as well as associated office expenses.
(e) Represents the net increase to amortization ($76) for the cost over
the fair value of the net assets acquired over a period of forty
years.
(f) Reflects applicable income tax effects of adjustments.
(g) Reflects the number of common shares and common share equivalents
issued (231,399) as a result of the acquisition.
Pro Forma adjustments for the unaudited pro forma condensed consolidated balance
sheet at September 30, 1996 are as follows:
(h) Reflects historical condensed financial position of the Company on a
consolidated basis at September 30, 1996.
