SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
FIRST COMMONWEALTH, INC.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
319983102
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
450 Park Avenue Lowenstein Sandler PC
28th Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 421-2600 (973) 597-2424
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
March 16, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-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).
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Cusip No. 319983102
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: 251,300*
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Shares Beneficially 8) Shared Voting Power:
Owned by -----------------------------------
Each Reporting 9) Sole Dispositive Power:251,300*
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Person With: 10) Shared Dispositive Power:
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 251,300*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 6.9%*
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14) Type of Reporting Person (See Instructions): IA
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* 83,700 shares (2.3%) of First Commonwealth, Inc. common stock (the "Common
Stock") are owned by Cerberus Partners, L.P., a limited partnership
organized under the laws of Delaware ("Cerberus"). 167,600 shares (4.6%) of
the Common Stock are owned by Cerberus International, Ltd., a corporation
organized under the laws of the Bahamas ("International"). Stephen Feinberg
possesses sole voting and investment control over all shares of the Common
Stock owned by Cerberus and International. See Item 5 for further
information.
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Item 1. Security and Issuer.
This statement relates to the common stock, par value $.001 per share
(the "Common Stock"), of First Commonwealth, Inc. (the "Company"), whose
principal executive offices are located at 444 North Wells Street, Suite 600,
Chicago, Illinois 60610.
Item 2. Identity and Background.
The person filing this statement is Stephen Feinberg, whose business
address is 450 Park Avenue, 28th Floor, New York, New York 10022. Mr. Feinberg
serves as (i) the managing member of Cerberus Associates, L.L.C., the general
partner of Cerberus Partners, L.P. ("Cerberus"), and (ii) the investment manager
for Cerberus International, Ltd. ("International"). Cerberus and International
are engaged in the investment in personal property of all kinds, including but
not limited to capital stock, depository receipts, investment companies, mutual
funds, subscriptions, warrants, bonds, notes, debentures, options and other
securities of whatever kind and nature.
Mr. Feinberg has never been convicted in any criminal proceeding, nor
has he been a party to any civil proceeding commenced before a judicial or
administrative body of competent jurisdiction as a result of which he was or is
now 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. Mr. Feinberg is a
citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used to purchase shares of the Common Stock of the Company
on behalf of Cerberus and International come directly from the assets of
Cerberus and International, respectively. The aggregate amount of funds used in
making the purchases reported on this Schedule 13D was approximately $3,078,425.
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Item 4. Purpose of Transaction.
The acquisition of the shares of Common Stock referred to in Item 5 is
for investment purposes on behalf of Cerberus and International, respectively,
and Stephen Feinberg has no present plans or intentions which relate to or would
result in any of the transactions required to be described in Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1998, as of October 31,
1998 there were issued and outstanding 3,646,525 shares of the Common Stock. As
of March 16, 1999, Cerberus owned 83,700 shares of the Common Stock, or 2.3% of
the outstanding, and International owned 167,600 shares of the Common Stock, or
4.6% of the outstanding. Stephen Feinberg possesses sole power to vote and
direct the disposition of all shares of Common Stock of the Company owned by
each of Cerberus and International.
During the past sixty days, the only transactions in securities of the
Company by Mr. Feinberg or any person or entity controlled by him or any person
or entity for which he possesses voting or investment control over the
securities thereof, were the March 16, 1999 purchases of 83,700 and 167,600
shares of Common Stock by Cerberus and International, respectively, in ordinary
brokerage transactions at a purchase price of $12.25 per share.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships
exist with respect to the securities of the Company between Stephen Feinberg and
any person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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Signature
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
March 25, 1999
/s/ Stephen Feinberg
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Stephen Feinberg, in his capacity
as the managing member of Cerberus
Associates, L.L.C., the general
partner of Cerberus Partners, L.P.,
and as the investment manager for
Cerberus International, Ltd.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
