SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 1*)
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)
June 2, 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).
<PAGE>
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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7) Sole Voting Power: 177,500*
Number of ---------------------------------------
Shares Beneficially 8) Shared Voting Power:
Owned by ---------------------------------------
Each Reporting 9) Sole Dispositive Power: 177,500*
Person With: ---------------------------------------
10) Shared Dispositive Power:
---------------------------------------
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 177,500*
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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): 4.9%*
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14) Type of Reporting Person (See Instructions): IA
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* 59,100 shares (1.6%) 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"). 118,400 shares (3.3%) 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.
<PAGE>
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 March 31, 1999, as of April 30, 1998
there were issued and outstanding 3,646,525 shares of the Common Stock. As of
June 2, 1999, Cerberus owned 59,100 shares of the Common Stock, or 1.6% of the
outstanding, and International owned 118,400 shares of the Common Stock, or 3.3%
of the outstanding. Stephen Feinberg possesses sole power to vote and direct the
disposition of all shares of the 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 May 21, 1999 sales of 5,100 and 10,200 shares of
the Common Stock by Cerberus and International, respectively, in ordinary
brokerage transactions at a sale price of $24.00 per share, and the June 2, 1999
sales of 19,500 and 39,000 shares of the Common Stock by Cerberus and
International, respectively, in ordinary brokerage transactions at a sale price
of $24.00 per share.
On June 2, 1999, Mr. Feinberg ceased to be a beneficial owner of more
than five percent of the Common Stock.
<PAGE>
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.
June 8, 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).
