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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Amendment No. 7*
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
Amendment No. 7*
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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FIRST COMMONWEALTH, INC.
(Name of Subject Company)
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THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
(Bidder)
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Common Stock, par value $.01 per share
(Title of Class of Securities)
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319983102
(CUSIP Number of Class of Securities)
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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)
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Copy to:
Timothy B. Goodell, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
August 6, 1999
(Date of Event which Requires Filing Statement on Schedule 13D)
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* Constituting the final amendment.
<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
1,000
8. CHECK IF THE AGGREGATE AMOUNT IN ROW(7)
EXCLUDES CERTAIN SHARES |_|
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
100%
10. TYPE OF REPORTING PERSON
IC
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This Amendment No. 7 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 1. Security and Subject Company
Item 1(b) is hereby amended and supplemented by adding thereto the
following:
Pursuant to the Certificate of Ownership and Merger filed by Parent with
the Secretary of State of the State of Delaware on August 6, 1999, the
Certificate of Incorporation of the Company has been amended and restated such
that the total authorized capital stock of the Company is 1,000 shares of common
stock, par value $.01 per share.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder
Item 5(d) is hereby amended and supplemented by adding thereto the
following:
The information set forth in Item 1(b) above is incorporated herein by
reference.
Item 5(e) is hereby amended and supplemented by adding thereto the
following:
Pursuant to the Merger Agreement and in accordance with Section 253 of the
Delaware General Corporation Law, Parent is consummating the Merger, whereby the
Company has been merged with and into the Purchaser with the Purchaser
continuing as the surviving corporation in the Merger (the "Surviving
Corporation"). Because the Purchaser has acquired at least 90% of the Shares,
the Merger has been effected without a meeting of the stockholders of the
Company. As a result of the Merger, the Surviving Corporation has become a
wholly owned subsidiary of Parent and each outstanding Share (other than Shares
held in the treasury of the Company and Shares owned by the Purchaser, Parent or
any other subsidiary of Parent or the Company, which were canceled, and other
than Shares, if any, for which stockholders properly exercise appraisal rights
under Section 262 of the Delaware General Corporation law) has been canceled,
extinguished and converted into the right to receive $25.00 in cash, without
interest thereon, less any applicable withholding taxes.
Item 5(f) is hereby amended and supplemented by adding thereto the
following:
On August 6, 1999, Parent informed Nasdaq that the Certificate of Ownership
and Merger had been filed and that the Common Stock should no longer be listed
on Nasdaq. On the same date, Nasdaq informed Parent that the Common Stock would
be delisted as of the market close on August 6, 1999.
Item 5(g) is hereby amended and supplemented by adding thereto the
following:
Parent, as a result of the purchase of Shares by the Purchaser according to
the terms of the Offer and, subsequently, the Merger (as defined herein), is the
sole holder of record of the securities of the Company. Therefore, the Company
is eligible for termination of registration pursuant to section 12(g)(4) of the
Exchange Act. On August 6, 1999, the Company filed with the Commission a
Certification and Notice of Termination of Registration Under Section 12(g) of
the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under
Sections 13 and 15(d) of the Securities Exchange Act of 1934 on Form 15.
Item 6. Interest in Securities of the Subject Company
Items 6(a) and (b) are hereby amended and supplemented by adding thereto
the following:
The information set forth in Item 5 above is incorporated herein by
reference.
The Offer expired at 12:00 midnight, New York City time on August 3, 1999.
Based on final information provided by the Depositary, a total of 3,689,262
Shares, including 2,620 Shares subject to guaranteed delivery (or approximately
99% of the total outstanding Shares) were validly tendered and accepted for
payment. All of such Shares have been purchased by the Purchaser pursuant to the
Offer.
On August 6, 1999, Parent filed with the Secretary of State of the State of
Delaware a Certificate of Ownership and Merger, pursuant to which the Company
was merged with and into the Purchaser with the Company continuing as the
Surviving Corporation (the "Merger"). The stated capital of the Surviving
Corporation is 1,000 shares of common stock, par value $.01, all of which are
owned by Parent.
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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 6, 1999 The Guardian Life Insurance Company
Of America
By: /s/ Herschel Reich
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Name: Herschel Reich
Title: Vice President,
Group Health Care
Dated: August 6, 1999 Floss Acquisition Corp.
By: /s/ Herschel Reich
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Name: Herschel Reich
Title: Vice President,
Dental Plans
