<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
Rule 13d-2 (a)
(Amendment No. __)*
FIRST COMMONWEALTH, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001, including associated preferred
--------------------------------------------------------------------------
stock purchase rights
---------------------
(Title of Class of Securities)
319983 10 2
---------------------------------------
(CUSIP Number)
Alfred N. Sacha, Esq. (312) 853-2939
Sidley & Austin
One First National Plaza, Suite 4300, Chicago, Illinois 60603
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 19, 1999
-----------------------------------------------------------
(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(e), 13d-1(f) or 13d-1(g), check the following box
[x].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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).
(Continued on following pages)
Page 1 of 8 pages
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 319983102 PAGE 2 OF 8 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chrstopher C. Multhauf
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S. Citizen
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
329,788 Shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
Same as 7 above.
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Same as 7 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 319983102 PAGE 3 OF 8 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David W. Mulligan
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S. Citizen
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
367,287 Shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
Same as 7 above.
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Same as 7 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
9.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
Issuer: First Commonwealth, Inc.
Page 4 of 8
This initial Schedule 13D is being filed pursuant to Rule 13d-1(e)
under the Securities Exchange Act of 1934, as amended (the "Act"), by
Christopher C. Multhauf and David W. Mulligan, with respect to the shares of
Common Stock, par value $.001 per share, and associated preferred stock purchase
rights, of First Commonwealth, Inc., a Delaware corporation (the "Issuer").
Item 1. Security and Issuer.
-------------------
This statement relates to the Common Stock, par value $.001 per share,
and associated preferred stock purchase rights ("Common Stock"), of the Issuer.
The principal executive office of the Issuer is located at 444 N. Wells St.,
Suite 600, Chicago, IL 60610.
Item 2. Identity and Background.
-----------------------
Christopher C. Multhauf ("Multhauf") and David W. Mulligan
("Mulligan") (collectively, Multhauf and Mulligan are "Reporting Persons"), are
filing this initial Schedule 13D amendment concerning their direct and indirect
beneficial ownership of Common Stock. The following sets forth information with
respect to Items 2(a) through 2(f) for the Reporting Persons.
(a) Multhauf and Mulligan
(b) Business Address for each of the Reporting Persons: See Item 1.
(c) Chairman of the Board and Chief Executive Officer (Multhauf);
President and Chief Operating Officer (Mulligan)
(d) During the last five years, neither Multhauf nor Mulligan has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither Multhauf nor Mulligan was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction, and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Each of Multhauf and Mulligan is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
See Item 4.
Item 4. Purpose of Transaction.
----------------------
The Reporting Persons have each executed and delivered a stockholder
agreement with The Guardian Life Insurance Company of America, a New York
corporation ("Parent"), relating to a tender offer and a merger, pursuant to
which they have agreed, among other things, to (i) tender their shares of Issuer
pursuant to a tender offer by Floss Acquisition Corp., a Delaware corporation
("Sub") and (ii) vote their shares in favor of approval of a merger agreement,
dated May 19, 1999, among Parent, Sub and the Issuer, and against any
transaction that would in any manner impede or nullify the merger agreement or
any of the other transactions contemplated by the merger agreement. Copies of
the stockholder agreements are incorporated by reference as exhibits to this
Schedule 13D.
Pursuant to the merger agreement, Sub shall, no later than May 25,
1999, commence a tender offer to purchase all of the outstanding shares of
Issuer at a purchase price of $25.00 per share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in the
merger agreement.
Following the expiration of the tender offer, in the merger, each
issued and outstanding share of Issuer (other than shares of the Issuer owned by
Parent, any subsidiary of Parent, including Sub, or the Issuer, which shares
will be canceled without consideration being delivered therefor) will, subject
to the terms and conditions of the merger agreement, be automatically converted
into the right to receive $25.00 net to the seller in cash, without interest,
pursuant to the merger agreement. Following such merger, Issuer will be a
wholly-owned subsidiary of Parent and the Common Stock of the Issuer presently
listed for trading on the Nasdaq National Market will be delisted.
<PAGE>
Schedule 13D
Issuer: First Commonwealth, Inc.
Page 5 of 8
This transactions contemplated by the merger agreement are further subject
to the receipt of various regulatory approvals and certain other conditions.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(I) Christopher C. Multhauf.
-----------------------
(a) As of May 25, 1999, Multhauf may be deemed to beneficially
own, pursuant to Rule 13d-3(d)(1)(i), an aggregate of
329,788 shares of Common Stock, or approximately 8.8 % of
the outstanding shares of Common Stock.
(b) (i) Sole Power to Vote or Direct the Vote:
-------------------------------------
329,788
(ii) Shared Power to Vote or Direct the Vote:
---------------------------------------
None
(iii) Sole Power to Dispose or Direct the Disposition:
-----------------------------------------------
329,788
(iv) Shared Power to Dispose or Direct the Disposition:
-------------------------------------------------
None
(c) No transactions were effected during the past sixty days in
Common Shares by Multhauf.
(d) Except for Multhauf, no other person is known to have the
right of dividends from, or the proceeds from the sale of
the shares of Common Stock beneficially owned by Multhauf.
(e) Not Applicable.
(II) David W. Mulligan.
-----------------
(a) As of May 25, 1999, Mulligan may be deemed to beneficially
own, pursuant to Rule 13d-3(d)(1)(i), an aggregate of
367,287 shares of Common Stock, or approximately 9.8 % of
the outstanding shares of Common Stock.
(b) (i) Sole Power to Vote or Direct the Vote:
-------------------------------------
367,287
(ii) Shared Power to Vote or Direct the Vote:
---------------------------------------
None
(iii) Sole Power to Dispose or Direct the Disposition:
-----------------------------------------------
367,287
<PAGE>
Schedule 13D
Issuer: First Commonwealth, Inc.
Page 6 of 8
(iv) Shared Power to Dispose or Direct the Disposition:
-------------------------------------------------
None
(c) No transactions were effected during the past sixty days in
Common Shares by Mulligan.
(d) Except for Mulligan, no other person is known to have the
right of dividends from, or the proceeds from the sale of
the shares of Common Stock beneficially owned by Mulligan.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
See Item 4.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit Description
------- -----------
2.1 Agreement and Plan of Merger dated May 19, 1999 among the
Issuer, Parent and Sub is hereby incorporated by reference
to Exhibit 1 to the Registrant's Solicitation/Recommendation
Statement on Schedule 14D-9, as filed with the Securities
and Exchange Commission on May 25, 1999.
99.1 Stockholder Agreement dated May 19, 1999 between Christopher
C. Multhauf and Parent is hereby incorporated by reference
to Exhibit 3 to the Registrant's Solicitation/Recommendation
Statement on Schedule 14D-9, as filed with the Securities
and Exchange Commission on May 25, 1999.
99.2 Stockholder Agreement dated May 19, 1999 between David W.
Mulligan and Parent is hereby incorporated by reference to
Exhibit 4 to the Registrant's Solicitation/Recommendation
Statement on Schedule 14D-9, as filed with the Securities
and Exchange Commission on May 25, 1999.
* * * * * *
<PAGE>
Schedule 13D
Issuer: First Commonwealth, Inc.
Page 7 of 8
JOINT FILING AGREEMENT
The undersigned hereby agree and consent, pursuant to Rule 13d-
1(f)(1), to the joint filing of all Schedules 13D and/or Schedules 13G
(including any amendments thereto) on behalf of such parties.
SIGNATURES
After reasonable 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 as of May 25, 1999.
/s/ Christopher C. Multhauf
---------------------------------
Christopher C. Multhauf
/s/ David W. Mulligan
----------------------------------
David W. Mulligan
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.1 Agreement and Plan of Merger dated May 19, 1999 among the Issuer,
Parent and Sub is hereby incorporated by reference to Exhibit 1 to the
Registrant's Solicitation/Recommendation Statement on Schedule 14D-9,
as filed with the Securities and Exchange Commission on May 25, 1999.
99.1 Stockholder Agreement dated May 19, 1999 between Christopher C.
Multhauf and Parent is hereby incorporated by reference to Exhibit 3
to the Registrant's Solicitation/Recommendation Statement on Schedule
14D-9, as filed with the Securities and Exchange Commission on May 25,
1999.
99.2 Stockholder Agreement dated May 19, 1999 between David W. Mulligan and
Parent is hereby incorporated by reference to Exhibit 4 to the
Registrant's Solicitation/Recommendation Statement on Schedule 14D-9,
as filed with the Securities and Exchange Commission on May 25, 1999.
