SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 5
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FIRST COMMONWEALTH, INC.
(Name of Subject Company)
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
FLOSS ACQUISITION CORP.
(Bidders)
Common Stock, par value $.001 per share
(Including the Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
319983102
(CUSIP Number of Class of Securities)
Herschel Reich
Debra R. Smith, Esq.
The Guardian Life Insurance Company of America
201 Park Avenue South
New York, New York 10003
(212) 598-8000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
Copy to:
Timothy B. Goodell, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
<PAGE>
This Amendment No. 5 amends and supplements the Tender Offer Statement
on Schedule 14D-1 and Statement on Schedule 13D filed on May 25, 1999 (as
amended and supplemented, the "Schedule 14D-1/13D") relating to the offer (the
"Offer") by Floss Acquisition Corp. (the "Purchaser"), a Delaware corporation
and a wholly owned subsidiary of The Guardian Life Insurance Company of America,
a New York corporation ("Parent"), to purchase all of the issued and outstanding
shares of Common Stock, par value $.001 per share (the "Common Stock"),
including the associated preferred stock purchase rights, of First Commonwealth,
Inc., a Delaware corporation (the "Company"), at a price of $25.00 per share,
net to the seller in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated May 25, 1999 and the
related Letter of Transmittal, as they may be amended from time to time. The
item numbers and responses thereto below are in accordance with the requirements
of Schedule 14D-1. Capitalized terms used herein and not otherwise defined have
the meanings ascribed thereto in the Offer to Purchase.
ITEM 10. ADDITIONAL INFORMATION.
Items 10(b) and (c) of the Schedule 14D-1/13D are hereby amended and
supplemented as follows:
On July 30, 1999, Parent was notified that the Arizona Department of
Insurance approved the Offer. On July 30, 1999, Parent was notified by the
Missouri Department of Insurance that the plan for the acquisition of control of
First Commonwealth was approved.
No further regulatory consents are necessary in connection with the
Offer.
Reference is made to the text of the press release issued by Parent on
July 30, 1999, the full text of which is set forth in Exhibit (a)(12) and is
incorporated herein by reference.
Item 10(f) is hereby amended and supplemented as follows:
On July 30, 1999, Parent issued a press release announcing, among other
things, the approval of the Arizona and Missouri regulatory authorities. The
full text of the press release is set forth in Exhibit (a)(12) and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1/13D is hereby amended and supplemented to
add the following:
Exhibit Number Description
- ------------- -----------
Exhibit (a)(12) Press release issued on July 30, 1999
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: August 2, 1999 THE GUARDIAN LIFE INSURANCE COMPANY OF
AMERICA
By:/s/ Herschel Reich
----------------------------
Name: Herschel Reich
Title: Vice President, Group Health
Care
Dated: August 2, 1999 FLOSS ACQUISITION CORP.
By:/s/ Herschel Reich
--------------------
Name: Herschel Reich
Title: Vice President, Dental Plans
GUARDIAN NEWS
Friday, July 30, 1999
Contact: Mary McElrath-Jones at Guardian
212.598.1390
[email protected]
ARIZONA, MISSOURI APPROVE GUARDIAN'S ACQUISITION OF FIRST COMMONWEALTH
New York, NY -- The Guardian Life Insurance Company of America today
announced that it has received regulatory approval from the Arizona Department
of Insurance and the Missouri Department of Insurance for its tender offer for
shares of First Commonwealth, Inc. (NASDAQ: FCWI).
Missouri informed Guardian on July 30 that the acquisition satisfied
that state's insurance laws. Arizona's approval was also received today.
All states which are required to approve the acquisition of First
Commonwealth by Guardian have now granted their approval and no further
regulatory approvals are required.
At the close of trading in New York on Friday, July 30, 1999,
3,401,159 shares of common stock of First Commonwealth had been validly tendered
in connection with the offer. The tendered shares represent 91.2% of the
outstanding shares of First Commonwealth common stock (or approximately 84.3% of
such shares on a fully diluted basis).
Based in Chicago, First Commonwealth is the Midwest's leading dental
managed care carrier. In addition to dental managed care plans, First
Commonwealth offers indemnity and dental PPO products. First Commonwealth had
annual revenues of approximately $64 million in 1998 and covers 680,000 members
as of March 31, 1999.
One of the nation's oldest and largest mutual insurers, Guardian and
its subsidiaries offer a full range of financial products and services,
including individual life and disability income insurance, employee benefits,
pensions, funding vehicles for 401(k) plans and asset-accumulation products. It
employs over 5,000 people nationwide in its New York corporate office and four
regional offices in Bethlehem, PA, Appleton, WI, Spokane, WA and Norwell, MA.
Approximately 3,300 Guardian agents distribute Guardian products nationwide. As
of December 31, 1998, Guardian had consolidated assets of $25.9 billion.
