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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 4
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
Amendment No. 4
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
FLOSS ACQUISITION CORP.
(Bidders)
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Common Stock, par value $.001 per share
(Including the Associated Preferred Stock Purchase Rights)
(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
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<PAGE>
This Amendment No. 4 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 22, 1999, Parent was notified that the Illinois Department of
Insurance concluded that the Offer satisfied that state's statutory requirements
and has approved the Offer. On July 23, 1999, Parent was notified by the
Wisconsin Commissioner of Insurance that the plan for the acquisition of control
of First Commonwealth was approved.
Reference is made to the text of the press release issued by Parent on
July 23, 1999, the full text of which is set forth in Exhibit (a)(11) and is
incorporated herein by reference.
Item 10(f) is hereby amended and supplemented as follows:
On July 23, 1999, Parent issued a press release announcing, among
other things, the approval of the Illinois and Wisconsin regulatory authorities.
The full text of the press release is set forth in Exhibit (a)(11) 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)(11) Press release issued on July 23, 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 23, 1999 THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
By: /s/ Herschel Reich
-----------------------------------
Name: Herschel Reich
Title: Vice President, Group Health Care
Dated: July 23, 1999 FLOSS ACQUISITION CORP.
By: /s/ Herschel Reich
-----------------------------------
Name: Herschel Reich
Title: Vice President, Dental Plans
GUARDIAN NEWS
Friday, July 23, 1999
Contact: Mary McElrath-Jones at Guardian
212.598.1390
[email protected]
Illinois, Wisconsin 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 Illinois Department
of Insurance and the Wisconsin Commissioner of Insurance for its tender offer
for shares of First Commonwealth, Inc. (NASDAQ: FCWI).
Illinois, where First Commonwealth is headquartered, informed Guardian
on July 22 that the acquisition satisfied that state's insurance laws.
Wisconsin's approval, effective July 16, was received today. Illinois and
Wisconsin are the first two states in which the transaction is being reviewed to
grant approval. Regulatory review in the remaining states is proceeding in the
normal course. Guardian's executives have participated in hearings held by the
Missouri and Arizona insurance regulatory authorities and Guardian is awaiting
regulatory approval in each of those states.
At the close of trading in New York on Friday, July 23, 1999,
3,399,759 shares of common stock of First Commonwealth had been validly tendered
in connection with the offer. The tendered shares represent 91.1% 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.
