================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______
AMENDMENT NO. 6
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
AMENDMENT NO. 6
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>
SCHEDULE 14D-1 AND 13D
CUSIP No. 319983102
- -------------------- -----------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Guardian Life Insurance Company of America
- -------------------- -----------------------------------------------------------
- -------------------- -----------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------- -----------------------------------------------------------
- -------------------- -----------------------------------------------------------
3. SEC USE ONLY
- -------------------- -----------------------------------------------------------
- -------------------- -----------------------------------------------------------
4. SOURCE OF FUNDS
WC
- -------------------- -----------------------------------------------------------
- -------------------- -----------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) [ ]
- -------------------- -----------------------------------------------------------
- -------------------- -----------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -------------------- -----------------------------------------------------------
- -------------------- -----------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON*
3,691,882*
- -------------------- -----------------------------------------------------------
- -------------------- -----------------------------------------------------------
8. CHECK IF THE AGGREGATE AMOUNT IN ROW(7)
EXCLUDES CERTAIN SHARES [ ]
- -------------------- -----------------------------------------------------------
- -------------------- -----------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.0%*
- -------------------- -----------------------------------------------------------
- -------------------- -----------------------------------------------------------
10. TYPE OF REPORTING PERSON
IC
- -------------------- -----------------------------------------------------------
* As of May 18, 1999, there were (a) 3,730,135 Shares (as defined herein)
issued and outstanding, and (b) outstanding stock options to purchase an
aggregate of 305,240 Shares. Parent (as defined herein) owns 100% of the
Purchaser (as defined herein), and the Purchaser owns approximately 99.0%
of the issued and outstanding Shares (approximately 91.5% on a fully
diluted basis). Pursuant to the Agreement and Plan of Merger dated as of
May 19, 1999 by and among Parent, the Purchaser and the Company (as defined
herein), the outstanding stock options to purchase an aggregate of 305,240
Shares will be canceled immediately before the merger of the Purchaser with
and into the Company, and each holder thereof, in cancellation and
settlement therefore, shall be entitled to payment in cash equal to the
difference between the exercise price of such options and $25.00. Any
Shares not purchased in the Offer will be canceled and become the right to
receive $25.00 per Share when the merger of the Purchaser with and into the
Company is completed.
<PAGE>
SCHEDULE 14D-1 AND 13D
CUSIP No. 319983102
- -------------------- -----------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Floss Acquisition Corp.
- -------------------- -----------------------------------------------------------
- -------------------- -----------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------- -----------------------------------------------------------
- -------------------- -----------------------------------------------------------
3. SEC USE ONLY
- -------------------- -----------------------------------------------------------
- -------------------- -----------------------------------------------------------
4. SOURCE OF FUNDS
AF
- -------------------- -----------------------------------------------------------
- -------------------- -----------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) [ ]
- -------------------- -----------------------------------------------------------
- -------------------- -----------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------- -----------------------------------------------------------
- -------------------- -----------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON*
3,691,882*
- -------------------- -----------------------------------------------------------
- -------------------- -----------------------------------------------------------
8. CHECK IF THE AGGREGATE AMOUNT IN ROW(7)
EXCLUDES CERTAIN SHARES [ ]
- -------------------- -----------------------------------------------------------
- -------------------- -----------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.0*
- -------------------- -----------------------------------------------------------
- -------------------- -----------------------------------------------------------
10. TYPE OF REPORTING PERSON
CO
- -------------------- -----------------------------------------------------------
* As of May 18, 1999, there were (a) 3,730,135 Shares (as defined herein)
issued and outstanding, and (b) outstanding stock options to purchase an
aggregate of 305,240 Shares. Parent (as defined herein) owns 100% of the
Purchaser (as defined herein), and the Purchaser owns approximately 99.0%
of the issued and outstanding Shares (approximately 91.5% on a fully
diluted basis). Pursuant to the Agreement and Plan of Merger dated as of
May 19, 1999 by and among Parent, the Purchaser and the Company (as defined
herein), the outstanding stock options to purchase an aggregate of 305,240
Shares will be canceled immediately before the merger of the Purchaser with
and into the Company, and each holder thereof, in cancellation and
settlement therefore, shall be entitled to payment in cash equal to the
difference between the exercise price of such options and $25.00. Any
Shares not purchased in the Offer will be canceled and become the right to
receive $25.00 per Share when the merger of the Purchaser with and into the
Company is completed.
<PAGE>
This Amendment No. 6 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is hereby amended and supplemented by adding thereto the
following:
The Offer expired at 12:00 p.m., New York City time, August 3, 1999.
Based on preliminary information provided by the Depositary, a total of
3,691,882 Shares were validly tendered (not including Shares tendered pursuant
to notices of guaranteed delivery). Upon payment for such Shares, the Purchaser
will own approximately 91.5% of the outstanding share capital of the Company on
a fully diluted basis.
On Wednesday August 4, 1999, Parent issued a press release announcing,
among other things, the completion of the tender offer and the purchase of the
Shares. The full text of the press release is set forth in Exhibit (a)(13) and
is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented as follows:
The information contained in Item 6 above 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)(13) Press release issued on August 4, 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 4, 1999 THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
By: /s/ Herschel Reich
------------------------------
Name: Herschel Reich
Title: Vice President, Group Health Care
Dated: August 4, 1999 FLOSS ACQUISITION CORP.
By: /s/ Herschel Reich
------------------------------
Name: Herschel Reich
Title: Vice President, Dental Plans
GUARDIAN NEWS
Wednesday, August 4, 1999
Contact: Mary McElrath-Jones at Guardian
212.598.1390
[email protected]
GUARDIAN COMPLETES TENDER OFFER FOR FIRST COMMONWEALTH
New York, NY -- The Guardian Life Insurance Company of America today
announced that its wholly owned subsidiary, Floss Acquisition Corp., had
completed its tender offer for all outstanding shares of the common stock of
First Commonwealth, Inc. (NASDAQ: FCWI) at a price of $25.00 per share in cash.
Guardian stated that based on a preliminary count, a total of 3,691,882
shares (including 15,379 shares tendered pursuant to notices of guaranteed
delivery) had been tendered pursuant to the offer, which expired at 12:00
Midnight, New York City time, on Tuesday, August 3, 1999. All such shares have
been accepted for purchase in accordance with the terms of the offer.
After giving effect to the purchase of the shares tendered, Guardian
will own approximately 91.5% of the outstanding common shares of First
Commonwealth on a fully diluted basis.
Guardian intends to effect the merger of Floss Acquisition Corp. into
First Commonwealth as promptly as possible. All remaining First Commonwealth
stockholders will be entitled to receive in the merger the same $25.00 cash
price for each of their shares.
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.
