SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FIRST COMMONWEALTH CORPORATION
(Exact Name of Registrant as specified in its Charter)
0-5392
File No.
The undersigned registrant hereby amends the December 31, 1995 filing of Form
10-K to include Exhibit 27, the Financial Data Schedule. This amendment is
also reflected on the index page.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIRST COMMONWEALTH CORPORATION
(Registrant)
By: /s/ James E. Melville
James E. Melville
Senior Executive Vice President
and Chief Financial Officer
Date: April 16, 1996
This report contains
6 pages
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
3(a) (1) Articles of Incorporation for the Company dated August 25, 1967.
3(b) (1) Amended Articles of Incorporation for the Company dated January
27, 1988.
3(c) (1) Charter Agreement for the Company dated May 22, 1991.
3(d) (1) Amended Articles of Incorporation for the Company dated March 12,
1993.
3(e) (1) Code of By-Laws for the Company dated September 30, 1992.
10(a) (1) Compromise and Settlement Agreement dates as of February 27, 1991,
among First Commonwealth Corporation, Universal Guaranty Life
Insurance Company, Alliance Life Insurance Company, Roosevelt
National Life Insurance Company of America, Abraham Lincoln
Insurance Company, Appalachian Life Insurance Company, Liberty
American Assurance Company, and Farmers and Ranchers Life
Insurance Company, and Southshore Holding Corp., Public Investors,
Inc., Fidelity Fire and Casualty Insurance Company, Insurance
Premium Assistance Company, Agency Premium Assistance Company,
Coastal Loans Acquisition Company, Bob F. Shamburger, Gary E.
Jackson, Leonard H. Aucoin, Dennis J. Lafont, William Joel Herron
and Jerry Palmer
10(b) (1) Credit Agreement dated as of December 11, 1989 among First
Commonwealth Corporation, Commonwealth Industries Corporation,
Investors Trust, Inc., Universal Guaranty Investment Company, John
K. Cantrell, Mildred G. Cantrell and First Bank of Gladstone
10(c) (1) Guaranty Agreement among Commonwealth Industries Corporation,
Investors Trust, Inc. and Universal Guaranty Investment Company
dated as of December 11, 1989
10(d) (1) Security Agreement-Pledge dated as of December 11, 1989 between
First Commonwealth Corporation and First Bank of Gladstone
10(e) (1) Security Agreement-Pledge dated as of December 11, 1989 between
Commonwealth Industries Corporation and First Bank of Gladstone
10(f) (1) Security Agreement-Pledge dated as of December 11, 1989 between
Universal Guaranty Investment Company and First Bank of Gladstone
10(g) (1) Security Agreement-Pledge dated as of December 11, 1989 between
Investors Trust, Inc. and First Bank of Gladstone
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
10(h) (1) Amendment to the Credit Agreement dated as of May 31, 1991 among
First Commonwealth Corporation, Commonwealth Industries
Corporation, Investors Trust, Inc., Universal Guaranty Investment
Company, John K. Cantrell,, Mildred G. Cantrell, and the Banks
10(i) (1) Confirmation of Guaranty Agreement dated as of May 31, 1991 by
Commonwealth Industries Corporation, Investors Trust, Inc. and
Universal Guaranty Investment Company
10(j) (1) Confirmation of Security Agreement-Pledge dated as of May 31, 1991
by Universal Guaranty Investment Company
10(k) (1) Confirmation of Security Agreement-Pledge dated as of May 31, 1991
by First Commonwealth Corporation
10(l) (1) Confirmation of Security Agreement-Pledge dated as of May 31, 1991
by Commonwealth Industries Corporation
10(m) (1) Confirmation of Security Agreement-Pledge dated as of May 31, 1991
by Investors Trust, Inc.
10(n) (1) Second Amendment to Credit Agreement dated as of June 12, 1992
among First Commonwealth Corporation, Commonwealth Industries
Corporation, Investors Trust, Inc., Universal Guaranty Investment
Company, John K. Cantrell, Mildred G. Cantrell, United Trust
Group, Inc. and the Banks
10(o) (1) Confirmation of Guaranty Agreement dated as of June 16, 1992 by
Commonwealth Industries Corporation, Investors Trust, Inc. and
Universal Guaranty Investment Company
10(p) (1) Confirmation of Security Agreement-Pledge dated as of June 16,
1992 by Commonwealth Industries Corporation
10(q) (1) Amendment and Confirmation of Security Agreement-Pledge dated as
of June 16, 1992 by First Commonwealth Corporation
10(r) (1) Amendment and Confirmation of Security Agreement-Pledge dated as
of June 16, 1992 by Investors Trust, Inc.
10(s) (1) Amendment and Confirmation of Security Agreement-Pledge dated as
of June 16, 1992 by Universal Guaranty Investment Company
10(t) (1) Pledge Agreement dated as of June 16, 1992 by United Trust Group,
Inc.
10(u) (1) Note Purchase Agreement dated as of June 16, 1992 by United Trust
Group, Inc.
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
10(v) (1) $1,909,882.00 Term Note of First Commonwealth Corporation to
Massachusetts General Life Insurance Company dated as of June 16,
1992
10(w) (1) $6,909,867.00 Term Note of First Commonwealth Corporation to
Philadelphia Life Insurance Company dated as of June 16, 1992
10(x) (1) $5,453,509.30 Term Note of First Commonwealth Corporation to First
Bank of Gladstone dated as of June 16, 1992
10(y) (1) $879,588.60 Term Note of First Commonwealth Corporation to
Citizens Bank & Trust Co. dated as of June 16, 1992
10(z) (1) $1,847,153.10 Term Note of First Commonwealth Corporation to Bank
of St. Joseph dated as of June 16, 1992
10(aa)(1) Subcontract Agreement dated September 1, 1990 between United
Trust, Inc. and United Income, Inc.
10(bb)(1) Service Agreement dated November 8, 1989 between United Security
Assurance Company and United Income, Inc.
10(cc)(1) Management and Consultant Agreement dated as of January 1, 1993
between First Commonwealth Corporation and Universal Guaranty Life
Insurance Company
10(dd)(1) Management Agreement dated December 20, 1981 among Commonwealth
Industries Corporation, Executive National Life Insurance Company
(now known as Investors Trust Assurance Company) and Abraham
Lincoln Insurance Company
10(ee)(1) Reinsurance Agreement dated January 1, 1991 between Universal
Guaranty Life Insurance Company and Republic-Vanguard Life
Insurance Company
10(ff)(1) Reinsurance Agreement dated July 1, 1992 between United Security
Assurance Company and Life Reassurance Corporation of America
10(gg)(1) United Trust, Inc. Stock Option Plan
10(hh)(1) Board Resolution adopting United Trust, Inc.'s Officer Incentive
Fund
10(ii)(1) Employment Agreement dated as of April 15, 1993 between Larry E.
Ryherd and First Commonwealth Corporation and United Trust, Inc.
10(jj)(1) Employment Agreement dated as of April 15, 1993 between Thomas F.
Morrow and First Commonwealth Corporation and United Trust, Inc.
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
10(kk)(1) Employment Agreement dated as of April 15, 1993 between James E.
Melville and First Commonwealth Corporation and United Trust, Inc.
10(ll)(1) Employment Agreement dated as of June 16, 1992 between George E.
Francis and First Commonwealth Corporation
10(mm)(1) Amendment Number One to Employment Agreement dated as of April 15,
1993 between George E. Francis and First Commonwealth Corporation
10(nn)(1) Consulting Arrangement entered into June 15, 1987 between Robert
E. Cook and United Trust, Inc.
10(oo)(1) Agreement dated June 16, 1992 between John K. Cantrell and First
Commonwealth Corporation
10(pp)(1) Termination Agreement dated as of January 29, 1993 between Scott
J. Engebritson and United Trust, Inc., United Fidelity, Inc.,
United Income, Inc., First Commonwealth Corporation and United
Security Assurance Company
10(qq)(1) Stock Purchase Agreement dated February 20, 1992 between United
Trust Group, Inc. and Sellers
10(rr)(1) Amendment No. One dated April 20, 1992 to the Stock Purchase
Agreement between the Sellers and United Trust Group, Inc.
10(ss)(1) Security Agreement dated June 16, 1992 between United Trust Group,
Inc. and the Sellers
10(tt)(1) Stock Purchase Agreement dated June 16, 1992 between United Trust
Group, Inc. and First Commonwealth Corporation
27 Financial Data Schedule
Footnote
(1) Incorporated by reference from the Company's Annual Report on Form
10-K, File No. 0-5392, as of December 31, 1993.
<PAGE>
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<ARTICLE> 7
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1994
<PERIOD-END> DEC-31-1995 DEC-31-1994
<DEBT-HELD-FOR-SALE> 3,226,175 3,337,672
<DEBT-CARRYING-VALUE> 190,558,351 183,038,842
<DEBT-MARKET-VALUE> 197,006,257 171,935,030
<EQUITIES> 1,946,481 911,012
<MORTGAGE> 13,891,762 15,822,056
<REAL-ESTATE> 11,683,575 11,712,847
<TOTAL-INVEST> 244,005,116 237,131,162
<CASH> 11,979,637 11,214,850
<RECOVER-REINSURE> 14,401,852 13,919,626
<DEFERRED-ACQUISITION> 40,520,728 41,885,887
<TOTAL-ASSETS> 334,220,173 331,409,744
<POLICY-LOSSES> 0 0
<UNEARNED-PREMIUMS> 0 0
<POLICY-OTHER> 242,763,581 233,266,922
<POLICY-HOLDER-FUNDS> 18,488,738 17,130,648
<NOTES-PAYABLE> 20,623,328 21,529,189
0 0
0 0
<COMMON> 23,967,545 24,340,051
<OTHER-SE> 14,717,255 18,966,186
<TOTAL-LIABILITY-AND-EQUITY> 334,220,173 331,409,744
29,998,125 32,284,231
<INVESTMENT-INCOME> 15,499,751 14,188,461
<INVESTMENT-GAINS> (348,582) (145,697)
<OTHER-INCOME> 3,215,880 2,934,376
<BENEFITS> 31,224,015 35,431,907
<UNDERWRITING-AMORTIZATION> 7,075,064 6,426,863
<UNDERWRITING-OTHER> 12,900,743 11,109,947
<INCOME-PRETAX> (2,834,648) (3,707,346)
<INCOME-TAX> (1,435,824) (1,996,284)
<INCOME-CONTINUING> (1,451,638) (1,774,844)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,451,638) (1,774,844)
<EPS-PRIMARY> (.06) (.07)
<EPS-DILUTED> (.06) (.07)
<RESERVE-OPEN> 0 0
<PROVISION-CURRENT> 0 0
<PROVISION-PRIOR> 0 0
<PAYMENTS-CURRENT> 0 0
<PAYMENTS-PRIOR> 0 0
<RESERVE-CLOSE> 0 0
<CUMULATIVE-DEFICIENCY> 0 0
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