OFFER TO PURCHASE FOR CASH
ALL OF THE OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS),
OF
FIRST COMMONWEALTH, INC.
AT
$25.00 NET PER SHARE OF COMMON STOCK,
BY
FLOSS ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
THE GUARDIAN LIFE INSURANCE
COMPANY OF AMERICA
-----------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON WEDNESDAY, JUNE 23, 1999 UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------
May 25, 1999
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated May 25,
1999 (the "Offer to Purchase"), and the related Letter of Transmittal (which, as
they may be amended and supplemented from time to time, together constitute the
"Offer") relating to the offer by Floss Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of The Guardian Life
Insurance Company of America ("Parent"), a New York corporation, to purchase all
of the issued and outstanding shares of Common Stock, par value $.001 per share,
including the associated preferred stock purchase rights (together, the
"Shares"), 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 (the "Offer Price"), upon the terms and subject to the conditions set
forth in the Offer to Purchase and in the related Letter of Transmittal.
WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF SHARES HELD FOR YOUR
ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD
AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU
FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US
FOR YOUR ACCOUNT.
Accordingly, we request instruction as to whether you wish to have us tender
on your behalf any or all of the Shares held by us for your account pursuant to
the terms and conditions set forth in the Offer.
Please note the following:
1. The Offer Price is $25.00 per Share, net to the seller in cash,
without interest thereon, as set forth in the Introduction to the Offer to
Purchase.
2. The Offer is conditioned upon, among other things, (i) there being
validly tendered and not properly withdrawn prior to the expiration of the
Offer a number of Shares which represent at least a majority of the
outstanding Shares on a fully diluted basis, (ii) the satisfaction of the
Insurance Regulatory Condition (as defined in the Offer to Purchase) and
(iii) the satisfaction of the HSR Condition (as defined in the Offer to
Purchase). The Offer is also conditioned upon the satisfaction of certain
other terms and conditions described in the Offer to Purchase. See the
Introduction, Section 1--"Terms of the Offer" and Section 14--"Conditions of
the Offer" of the Offer to Purchase.
3. The Offer is being made for all of the issued and outstanding
Shares.
4. Tendering holders whose Shares are registered in their own name and
who tender directly to First Chicago Trust Company of New York, as
Depositary, (the "Depositary") will not be obligated to pay brokerage fees,
commissions or, except as otherwise set forth in Instruction 6 of the Letter
of Transmittal, transfer taxes on the purchase of Shares by the Purchaser
pursuant to the Offer. However, United States federal backup withholding tax
at a rate equal to 31% may be withheld, unless an exemption is available or
unless the required tax identification information is provided. See the
"Important Tax Information" section contained in the Letter of Transmittal.
5. The Offer and withdrawal rights will expire at 12:00 MIDNIGHT, NEW
YORK CITY TIME, on WEDNESDAY, JUNE 23, 1999, unless the Offer is extended.
6. The Board of Directors of the Company has unanimously (i) determined
that the Merger (as defined herein) is advisable and that the terms of the
Offer and the Merger are fair to and in the best interests of the Company
and the holders of Shares (the "Holders"), (ii) approved the Offer, the
Merger and the Merger Agreement (as defined herein) and (iii) recommended
that the Holders accept the Offer and (if required by applicable law or
otherwise) approve the Merger Agreement and the Merger.
The Offer is being made pursuant to an Agreement and Plan of Merger,
dated as of May 19, 1999 (the "Merger Agreement"), among Parent, the
Purchaser and the Company. The Merger Agreement provides that, promptly upon
consummation of the Offer, Parent will cause the Purchaser to be merged with
and into the Company (the "Merger").
7. Notwithstanding any other provision of the Offer, payment for Shares
accepted for payment pursuant to the Offer will in all cases be made only
after timely receipt by the Depositary of (i) certificates evidencing such
Shares (the "Certificates"), along with a properly completed and duly
executed Letter of Transmittal (or a copy thereof), including any required
signature guarantees, or (ii) if such Shares are held in book-entry form,
timely confirmation of a book-entry transfer of such Shares into the
Depositary's account at The Depository Trust Company, along with an Agent's
Message (as defined in the Offer to Purchase) pursuant to the procedures set
forth in Section 3-- "Procedures for Tendering Shares" of the Offer to
Purchase, and (iii) any other documents required by the Letter of
Transmittal. Accordingly, payment may not be made to all tendering holders
at the same time depending upon when the Certificates are actually received
by the Depositary.
If you wish to have us tender any or all of the Shares held by us for your
account please so instruct us by completing, executing and returning to us the
instruction form set forth herein. If you authorize the tender of your Shares,
all such Shares will be tendered unless otherwise specified below. An envelope
to return your instructions to us is enclosed. YOUR INSTRUCTIONS SHOULD BE
FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF
PRIOR TO THE EXPIRATION DATE.
The Purchaser is not aware of any state in the United States where the
making of the Offer is prohibited by administrative or judicial action pursuant
to any valid state statute. If the Purchaser becomes aware of any valid state
statute prohibiting the making of the Offer or the acceptance of Shares pursuant
thereto, the Purchaser will make a good faith effort to comply with such state
statute or seek to have such statute declared inapplicable to the Offer. If,
after such good faith effort, the Purchaser cannot comply with such state
statute, the Offer will not be made to (nor will tenders be accepted from or on
behalf of) the Holders in such state. In any jurisdiction where the securities,
blue sky or other laws require the Offer to be made by a licensed broker or
dealer, the Offer shall be deemed to be made on behalf of the Purchaser by
Xxxxxxx Xxxxx Xxxxxx Inc. or one or more registered brokers or dealers which are
licensed under the laws of such jurisdiction.
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INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OF THE OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
FIRST COMMONWEALTH, INC.
The undersigned acknowledge(s) receipt of your letter, the Offer to
Purchase, dated May 25, 1999, and the related Letter of Transmittal (which, as
they may be amended and supplemented from time to time, together constitute the
"Offer") in connection with the offer by Floss Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of The Guardian Life
Insurance Company of America, a New York corporation, to purchase all of the
issued and outstanding shares of Common Stock, par value $.001 per share,
including the associated preferred stock purchase rights (together, the
"Shares"), of First Commonwealth, Inc., a Delaware corporation, at a price of
$25.00 per Share, net to the seller in cash, without interest thereon.
The undersigned hereby instructs you to tender to the Purchaser the number
of Shares indicated below (or if no number is indicated below, all Shares) which
are held by you for the account of the undersigned, upon the terms and subject
to the conditions set forth in the Offer.
Number of Shares to be Tendered*: _______________________
Date: ___________________________________________________
SIGN HERE
Signature(s): ____________________________________________________
Print Name(s): ___________________________________________________
__________________________________________________________________
Print Address(es): _______________________________________________
__________________________________________________________________
Area Code and Telephone Number(s): _______________________________
Taxpayer Identification or Social Security Number(s): ____________
This form must be returned to the brokerage firm maintaining your account.
* Unless otherwise indicated, it will be assumed that all of your Shares held by
us for your account are to be tendered.
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