- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the
Securities Exchange Act of 1934
and
Amendment No. 2
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>
This Amendment No. 2 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:
The fifteen-day waiting period under the HSR Act applicable to the purchase
of Shares pursuant to the Offer expired on Saturday, June 19, 1999.
Reference is made to the text of the press release issued by Parent on June
23, 1999, the full text of which is set forth in Exhibit (a)(9) and is
incorporated herein by reference.
Item 10(f) of the Schedule 14D-1/13D is hereby amended and supplemented as
follows:
The first paragraph of Section 2-"Acceptance for Payment and Payment for
Shares" of the Offer to Purchase is hereby amended and restated in its entirety
to read as follows:
"Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such
extension or amendment), the Purchaser will purchase, by accepting for
payment, and will pay for, all Shares validly tendered prior to the
Expiration Date (and not properly withdrawn in accordance with Section
4-"Withdrawal Rights") as promptly as practicable after the later to occur
of (i) the Expiration Date and (ii) the satisfaction or waiver of the
conditions set forth in Section 14-"Conditions of the Offer", including,
but not limited to, the regulatory conditions specified in Section
15-"Certain Legal Matters; Regulatory Approvals." Subject to applicable
rules of the Commission and the terms of the Merger Agreement, the
Purchaser expressly reserves the right, in its discretion, to delay
acceptance for payment of, or payment for, Shares in order to comply, in
whole or in part, with any applicable law. Notwithstanding the fact that
the Purchaser reserves the right to assert the non-occurrence of a
condition set forth in Section 14-"Conditions of the Offer", following
acceptance for payment of Shares but prior to payment for Shares, in order
to delay payment or cancel its obligation to pay for properly tendered
Shares, the Purchaser understands that all conditions to the Offer, other
than receipt of necessary regulatory approvals, must be satisfied or waived
prior to the Expiration Date. In addition, if, following acceptance for
payment of Shares, the Purchaser asserts such regulatory approvals as a
condition and does not promptly pay for Shares tendered, the Purchaser will
promptly return such Shares."
The final paragraph of Section 14-"Conditions of the Offer" of the Offer to
Purchase is hereby amended to add to the end thereof the following:
"Notwithstanding the fact that the Purchaser reserves the right to assert
the non-occurrence of a condition set forth in this Section 14, following
acceptance for payment of Shares but prior to payment for Shares, in order
to delay payment or cancel its obligation to pay for properly tendered
Shares, the Purchaser understands that all conditions to the Offer, other
than receipt of necessary regulatory approvals, must be satisfied or waived
prior to the Expiration Date."
On June 23, 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)(9) 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)(9) Press release issued on June 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: June 23, 1999 THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
By: /s/ Herschel Reich
-------------------------------------------
Name: Herschel Reich
Title: Vice President, Group Health Care
Dated: June 23, 1999 FLOSS ACQUISITION CORP.
By: /s/ Herschel Reich
-------------------------------------------
Name: Herschel Reich
Title: Vice President, Dental Plans
Exhibit (a)(9)
GUARDIAN NEWS
For Release at 12:00 Noon,
Wednesday, June 23, 1999
Contact: Mike Azzi at the Guardian
212-598-1523
michael [email protected]
Guardian Extends First Commonwealth, Inc. 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 time, on
Tuesday, July 13, 1999. The offer by Guardian's wholly owned subsidiary, Floss
Acquisition Corp., had previously been scheduled to expire on Wednesday, June
23, 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 also announced that the 15-day waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to
the purchase of shares pursuant to the offer, expired on Saturday, June 19,
1999.
At the close of trading in New York on Tuesday, June 22, 1999, 2,154,295
shares of common stock of First Commonwealth had been validly tendered in
connection with the offer. The tendered shares represent 57.8% of the
outstanding shares of First Commonwealth common stock (or approximately 53.4% of
such shares on a fully diluted basis).
Based in Chicago, First Commonwealth is a leading dental managed care
carrier, operating in Illinois, Missouri, Michigan, Wisconsin and Indiana. 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.
