SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. )1
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First Commonwealth Inc.
(Name of Issuer)
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COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
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319983 10 2
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(CUSIP Number)
Jay Weil, Esq.
Lowenthal, Landau, Fischer & Bring, P.C.
250 Park Avenue
New York, New York 10177
Tel. No. (212) 986-1116
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 26, 1998
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note. Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1 (a) for other parties to whom copies are to
be sent.
(Continued on the following pages)
(Page 1 of 8 Pages)
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1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to the "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 319983 10 2
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marathon Capital Partners, L.P. 95-4556148
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ] (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
0
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
287,300
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
0
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
287,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
287,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 319983 10 2
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marathon Capital Management Group, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ] (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
0
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
287,300
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
0
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
287,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
287,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 319983 10 2
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter Gardiner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ] (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
0
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
287,300
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
0
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
287,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
287,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the common stock, par value $.001
per share (the "Common Stock"), of First Commonwealth Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 444 North Wells Street, Suite 600, Chicago, Illinois 60610.
Item 2. Identity and Background.
(a) This Statement on Schedule 13D is being filed by Marathon Capital
Partners, L.P. ("Partners"), Marathon Capital Management Group, LLC ("Group")
and Peter Gardiner ("Gardiner"). Each of Partners, Group and Gardiner is
sometimes referred to herein as a "Reporting Person" and Partners, Group and
Gardiner are collectively referred to as the "Reporting Persons." Group and
Gardiner are filing this Statement solely because by virtue of their
relationship to Partners they may be deemed to beneficially own all of the
shares of Common Stock of the Company owned directly by Partners.
(b) The business address of each of the Reporting Persons is 9595 Wilshire
Boulevard, Suite 700, Beverly Hills, California 90212.
(c) Partners is a privately-owned investment partnership. Group's sole
business is acting as general partner of Partners. Gardiner is the managing
member of Group.
(d) During the last five years, none of the Reporting Persons has been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) nor during that time has any Reporting Person been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which resulted in a judgment, decree or final order enjoining such Reporting
Person from future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or any finding of any violation with
respect to such laws.
(e) Partners is a Delaware limited partnership. Group is a Delaware limited
liability company. Gardiner is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
During the period from November 20, 1997 to January 26, 1998, Partners
purchased an aggregate of 287,300 shares of Common Stock for cash obtained from
its working capital.
Item 4. Purpose of Transaction.
Partners acquired the Common Stock for investment purposes only. The
Reporting Persons may from time to time make additional purchases of Common
Stock, or other securities of the Company, and may dispose of any or all of such
securities or Common Stock held by them. Other than as described above, none of
the Reporting Persons has any plans or proposals which would relate to or result
in:
(a) The acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
<PAGE>
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or
terms of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
The Reporting Persons may, at any time and from time to time review or
reconsider their positions with respect to the Company, and may change their
intentions as stated above. The Reporting Persons may communicate with
management and other shareholders of the Company with respect to their
investment in or interest in the Company.
Item 5. Interest in Securities of the Issuer.
(a) As of January 26, 1998 each of the Reporting Persons beneficially owns
287,300 shares of the Company's Common Stock which represents approximately 7.9%
of the Company's outstanding common stock.
(b) The Reporting Persons share with each other voting and investment power
with respect to the 287,300 shares of Common Stock referred to herein.
(c) No transactions in the Common Stock were effected during the past sixty
days by any of the Reporting Persons, except that Partners made the following
described purchases of Common Stock during such period, all of which were made
in open market transactions.
<PAGE>
Aggregate
Number of Purchase Price
Shares (Including
Date Purchased Commissions)
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11/20/97 6,500 $ 86,466
11/21/97 14,200 $ 185,335
11/26/97 50,000 $ 640,650
11/28/97 50,000 $ 643,775
12/2/97 15,000 $ 191,275
12/3/97 5,000 $ 63,775
12/4/97 7,500 $ 95,650
12/19/97 16,500 $ 189,331
12/31/97 4,700 $ 54,053
1/20/98 3,400 $ 37,527
1/21/98 5,000 $ 55,025
1/26/98 109,500 $ 1,016,160
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Group, as the sole general partner of Partners, may be deemed to control
Partners. Gardiner, as the managing member and holder of a majority of the
voting and economic interests in Group, may be deemed to be control Group.
Therefore, each of Group and Gardiner may be deemed to beneficially own all of
the Common Stock of the Company owned directly by Partners.
Item 7. Material to be Filed as Exhibits.
None.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 30, 1998
MARATHON CAPITAL PARTNERS, L.P.
By: Marathon Capital Management
Group, LLC
By:/S/ PETER GARDINER
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Peter Gardiner
Managing Member
MARATHON CAPITAL MANAGEMENT
GROUP, LLC
By:/S/ PETER GARDINER
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Peter Gardiner
Managing Member
/S/ PETER GARDINER
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Peter Gardiner
