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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
Amendment No. 3
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
Amendment No. 3
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
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<PAGE>
This Amendment No. 3 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:
Reference is made to the text of the press release issued by Parent on July
13, 1999, the full text of which is set forth in Exhibit (a)(10) and is
incorporated herein by reference.
Item 10(f) is hereby amended and supplemented as follows:
On July 13, 1999, Parent issued a press release announcing, among other
things, the extension of the period during which the Offer will remain open. The
full text of the press release is set forth in Exhibit (a)(10) 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)(10) Press release issued on July 13, 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: July 13, 1999 THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
By: /s/ Herschel Reich
---------------------------------
Name: Herschel Reich
Title: Vice President, Group Health Care
Dated: July 13, 1999 FLOSS ACQUISITION CORP.
By: /s/ Herschel Reich
---------------------------------
Name: Herschel Reich
Title: Vice President, Dental Plans
Exhibit (A)(10)
GUARDIAN NEWS
Tuesday, July 13, 1999
Contact: Sharon Weinstein at Guardian
212.598.8032
[email protected]
Guardian Extends First Commonwealth Tender Offer
New York, NY -- The Guardian Life Insurance Company of America today
announced that it has extended the period for its tender offer for shares of
First Commonwealth, Inc. (NASDAQ: FCWI) to 12:00 midnight, New York City time,
on Tuesday, August 3, 1999. The offer had previously been scheduled to expire on
Tuesday, July 13, 1999.
The extension has been made because Guardian has yet to obtain all
necessary regulatory approvals. The relevant insurance regulatory authorities
are reviewing the transaction in the normal course, which requires satisfaction
of certain statutory waiting periods. Guardian's executives participated in a
hearing held by the Wisconsin insurance regulatory authorities and is awaiting
regulatory approval. Guardian has scheduled hearings with the Missouri
Department of Insurance for July 13 and with the Arizona Department of Insurance
for July 15. Guardian is currently communicating with the Illinois Department of
Insurance regarding the status of its application.
At the close of trading in New York on Monday, July 12, 1999, 2,734,826
shares of common stock of First Commonwealth had been validly tendered in
connection with the offer. The tendered shares represent 73.3% of the
outstanding shares of First Commonwealth common stock (or approximately 67.8% 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 $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.
