SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
First Commonwealth, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
319983 10 2
(CUSIP Number)
Leslie B. Daniels
767 Fifth Avenue, 5th Floor
New York, New York 10028
(212) 319-2525
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
April 21, 1998*
(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 o.
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.
The information required on the remainder of this cover page shall not be deemed
to be "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).
* See Item 5.
Page 1 of 11 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 319983 10 2
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Leslie B. Daniels ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
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 SOLE VOTING POWER
82,830
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
260,345
9 SOLE DISPOSITIVE POWER
82,830
10 SHARED DISPOSITIVE POWER
260,345
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
260,345
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.151%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 11 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 319983 10 2
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Daniels Family Trust 13-7005858
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
USA
7 SOLE VOTING POWER
60,000
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
260,345
9 SOLE DISPOSITIVE POWER
60,000
10 SHARED DISPOSITIVE POWER
260,345
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
260,345
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.151%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 3 of 11 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 319983 10 2
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Daniels Family Foundation 13-3799459
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
USA
7 SOLE VOTING POWER
14,000
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
260,345
9 SOLE DISPOSITIVE POWER
14,000
10 SHARED DISPOSITIVE POWER
260,345
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
260,345
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.151%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 4 of 11 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 319983 10 2
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Elizabeth L. Daniels ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
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 SOLE VOTING POWER
18,700
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
260,345
9 SOLE DISPOSITIVE POWER
18,700
10 SHARED DISPOSITIVE POWER
260,345
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
260,345
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.151%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 5 of 11 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 319983 10 2
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Paul B. Daniels ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
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 SOLE VOTING POWER
16,400
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
260,345
9 SOLE DISPOSITIVE POWER
16,400
10 SHARED DISPOSITIVE POWER
260,345
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
260,345
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.151%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 6 of 11 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 319983 10 2
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Leslie B. Daniels, Co-Trustee, Burdge, Daniels & Co. Money Purchase
Plan Under Agreement Dated November 1, 1979 13-2977061
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
USA
7 SOLE VOTING POWER
26,000
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
260,345
9 SOLE DISPOSITIVE POWER
26,000
10 SHARED DISPOSITIVE POWER
260,345
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
260,345
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.151%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 7 of 11 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 319983 10 2
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Leslie B. Daniels, Trustee, Richard and Natasha Burdge Irrevocable
Family Trust Under Agreement Dated December 28, 1994 13-7058213
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
USA
7 SOLE VOTING POWER
42,415
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
260,345
9 SOLE DISPOSITIVE POWER
42,415
10 SHARED DISPOSITIVE POWER
260,345
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
260,345
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.151%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 8 of 11 Pages
<PAGE>
Item 1. Security and Issuer.
Common Stock
First Commonwealth, Inc.
444 N. Wells Street
Chicago, IL 60610
Item 2. Identity and Background.
(a) Leslie B. Daniels
Daniels Family Trust
Daniels Family Foundation
Elizabeth L. Daniels
Paul Daniels
Leslie B. Daniels, Co-Trustee, Burdge, Daniels & Co. Money Purchase
Plan Under Agreement Dated November 1, 1979
Leslie B. Daniels, Trustee, Richard and Natasha Burdge Irrevocable
Family Trust Under Agreement Dated December 28, 1994
(b) 767 Fifth Avenue, 5th Floor
New York, NY 10028
(c) investments
(d) none
(e) none
(f) USA
Item 3. Source and Amount of Funds or Other Consideration.
Personal funds of individuals; working capital of foundation and trust.
Item 4. Purpose of Transaction.
The reporting persons have observed that since the November 1995 public offering
of the issuer at $15 per share, the issuer's membership, revenues, and earnings
all have approximately doubled, yet the market price of its common stock
(currently approximately $14.50) has not reflected true value. The reporting
persons seek to increase shareholder value through the exploration of all
available alternatives, including a management buyout, a buyout involving a
financial or strategic investor, and a sale to a third party, in which the
reporting persons may or may not participate. The reporting persons intend to
conduct discussions with the issuer's management and with other stockholders,
investment bankers and other professionals. The reporting persons may, depending
upon conditions prevailing from time to time, purchase additional shares or sell
shares of the issuer's common stock.
Page 9 of 11 Pages
<PAGE>
Item 5. Interest in Securities of the Company.
<TABLE>
<CAPTION>
Number of Percentage of Sole Voting Shared Voting
Reporting Person Shares Owned Outstanding Shares Power Power
<S> <C> <C> <C> <C>
Leslie B. Daniels 82,830 2.275% 2.275% 7.151%
Daniels Family Trust 60,000 1.648% 1.648% 7.151%
Daniels Family Foundation 14,000 .385% .385% 7.151%
Elizabeth L. Daniels 18,700 .514% .514% 7.151%
Paul B. Daniels 16,400 .540% .450% 7.151%
Leslie B. Daniels, Co-Trustee,
Burdge, Daniels & Co. Money
Purchase Plan Under Agreement
Dated November 1, 1979 1 26,000 .714% .714% 7.151%
Leslie B. Daniels, Trustee, Richard
and Natasha Burdge Irrevocable
Family Trust Under Agreement
Dated December 28, 1994 1 42,415 1.165% 1.165% 7.151%
</TABLE>
----------------
1 The original Schedule 13D, filed May 20, 1998, mistakenly excluded
the shares owned by the two named entities because Mr. Daniels in
one case was unaware of the ownership and in the other case had
failed to consider himself the beneficial owner because of his
lack of any pecuniary interest in the holdings.
Transactions by reporting persons during preceding 60 days:
Price
Date of Per Number of
Reporting Person Transaction Share Shares
Daniels Family Trust 4/28/98 $ 14 5/8 15,000
Daniels Family Trust 5/1/98 14 5/8 10,000
Daniels Family Foundation 5/1/98 14 5/8 9,000
Paul B. Daniels 4/17/98 14 1,000
Paul B. Daniels 4/20/98 14 400
Paul B. Daniels 4/21/98 14 10,000
Paul B. Daniels 4/28/98 14 5/8 5,000
Leslie B. Daniels 4/21/98 14 8,000
Leslie B. Daniels 4/28/98 14 5/8 5,000
Leslie B. Daniels 5/15/98 14 1/2 3,000
Leslie B. Daniels 5/15/98 14 3/8 2,700
Leslie B. Daniels 5/15/98 14 1/2 2,300
Leslie B. Daniels 5/15/98 14 1/2 2,000
Elizabeth A. Daniels 4/15/98 14 1/4 1,100
Elizabeth A. Daniels 4/21/98 14 1/2 5,000
Elizabeth A. Daniels 4/21/98 14 5,000
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Company.
The reporting persons have a family relationship and otherwise have no specific
understanding with respect to the securities of the issuer.
Item 7. Material to be Filed as Exhibits.
99.1 Joint Filing Agreement.
Page 10 of 11 Pages
<PAGE>
Signatures
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: May 21, 1998
/s/ LESLIE B. DANIELS
Leslie B. Daniels
Page 11 of 11 Pages
CUSIP NO. 319983 10 2 Schedule 13D
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1) of Regulation 13d of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Act of 1934, as amended, the undersigned agree to the joint filing on
behalf of each of them of this statement and any subsequent amendments thereto.
Date: May 21, 1998
/s/ LESLIE B. DANIELS
Leslie B. Daniels
DANIELS FAMILY TRUST
By: /s/ LESLIE B. DANIELS
DANIELS FAMILY FOUNDATION
By: /s/ LESLIE B. DANIELS
/s/ ELIZABETH L. DANIELS
Elizabeth L. Daniels
/s/ PAUL B. DANIELS
Paul B. Daniels
Burdge, Daniels & Co. Money Purchase Plan
Under Agreement Dated November 1, 1979
/s/ LESLIE B. DANIELS
Leslie B. Daniels, Co-Trustee
Richard and Natasha Burdge Irrevocable
Family Trust Under Agreement Dated
December 28, 1994
/s/ LESLIE B. DANIELS
Leslie B. Daniels, Trustee,
