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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): January 1, 1997
FIRST COMMONWEALTH, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-27064 75-2154228
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(State of incorporation (Commission (I.R.S. Employer
or organization) File Number Identification No.)
444 NORTH WELLS STREET, SUITE 600, CHICAGO, IL 60610
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(Address of principal executives offices) (Zip Code)
Registrant's telephone number, including area code: (312) 644-1800
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
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On January 1, 1997, First Commonwealth, Inc., a Delaware corporation
(the "Registrant"), acquired (the "Acquisition") all of the issued and
outstanding capital stock (the "Champion Shares") of Champion Dental Services,
Inc., a Missouri corporation ("Champion"), pursuant to a Stock Purchase
Agreement, dated as of October 2, 1996 (the "Purchase Agreement"), among the
Registrant, Champion, Group Health Plan, Inc., a Missouri corporation
("Stockholder") and Coventry Corporation, a Delaware corporation ("Parent").
Champion had been engaged in the dental care management business and will
continue to conduct such business under ownership of the Registrant.
The Acquisition was completed through a taxable acquisition of stock
for cash. The purchase price for the Champion Shares was $5,500,000. Such
consideration was arrived at through arm's length negotiations between the
Stockholder and the Registrant. The source of such funds was cash on hand of
the Registrant.
There are no material relationships between the Registrant or any of
the Registrant's affiliates, any director or officer of Registrant, or any
associate of any such director or officer, on the one hand, and Champion,
Stockholder and Parent, on the other hand.
Additional information concerning the Acquisition is also contained in
the Purchase Agreement, a copy of which is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Business Acquired
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The Registrant has determined that it is impracticable at this time to
provide the financial statements of Champion that may be required, if any. If
required, the Registrant will file such financial statements under cover of an
amendment to this Form 8-K as soon as practicable, but in any event within 60
days from the due date hereof.
(b) Pro Forma Financial Information
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The Registrant has determined that it is impracticable at this time to
provide the pro forma financial information that may be required, if any. If
required, the Registrant will file such pro forma financial information under
cover of an amendment to this Form 8-K as soon as practicable, but in any event
within 60 days from the due date hereof.
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(c) Exhibits
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2.1 Stock Purchase Agreement, dated October 2, 1996, by and among the
Registrant, Champion, Stockholder and Parent, is hereby incorporated
by reference to Exhibit 10.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1996.
99.1 Press Release of Registrant, dated January 2, 1997
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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: January 14, 1997 FIRST COMMONWEALTH, INC.
(Registrant)
By: /s/ Christopher C. Multhauf
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Christopher C. Multhauf
Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Stock Purchase Agreement, dated October 2, 1996, by and among the
Registrant, Champion, Stockholder and Parent, is hereby
incorporated by reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1996.
99.1 Press Release of Registrant, dated January 2, 1997
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EXHIBIT 99.1
PRESS RELEASE
FOR FURTHER INFORMATION:
AT THE COMPANY:
David W. Mulligan
President and Chief Operating Officer
(312) 644-1800
FOR IMMEDIATE RELEASE
FIRST COMMONWEALTH COMPLETES
CHAMPION DENTAL SERVICES, INC. ACQUISITION
CHICAGO, JANUARY 2, 1997 -- FIRST COMMONWEALTH, INC. (Nasdaq Stock Market:
FCWI), a managed dental benefits company, announced today that it has completed
its acquisition of Champion Dental Services, Inc., a St. Louis, Missouri based
prepaid dental plan from Group Health Plan, Inc., a major St. Louis based
medical HMO.
"Our Champion acquisition positions First Commonwealth to be a major player in
the St. Louis managed dental care market and completes our 1996 strategy of
expanding into contiguous major Midwest markets," said Christopher C. Multhauf,
First Commonwealth's Chairman and Chief Executive Officer. "We now have managed
dental care operations in the major Midwest markets of Chicago, Milwaukee,
Detroit, Indianapolis, and St. Louis, areas with a population of over 18 million
people. We intend to continue to expand our provider networks in all markets
and aggressively sell our full range of dental benefits products."
First Commonwealth, Inc. is a regionally focused managed dental benefits
company which now serves over 480,000 members through its managed care,
indemnity/PPO and fee income products. First Commonwealth, Inc. shares trade on
the Nasdaq National Market under the symbol FCWI.
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