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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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COHR INC.
(Name of Subject Company)
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COHR INC.
(Name of Person(s) Filing Statement)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
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192567105
(CUSIP Number of Class of Securities)
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RAYMOND E. LIST
CHIEF EXECUTIVE OFFICER
21540 PLUMMER STREET
CHATSWORTH, CA 91311
(818) 773-2647
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
WITH A COPY TO:
ROBERT B. KNAUSS
MUNGER, TOLLES & OLSON LLP
355 SOUTH GRAND AVENUE
35TH FLOOR
LOS ANGELES, CALIFORNIA 90071-1560
(213) 683-9100
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This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")
filed on January 6, 1999 by COHR Inc., a Delaware corporation (the "Company"),
and relates to the Offer (as defined below) made by TCF Acquisition Corporation,
a Delaware corporation (the "Purchaser"), which is currently owned by Three
Cities Fund II, L.P. and Three Cities Offshore II, C.V., disclosed in its Tender
Offer Statement on Schedule 14D-1 (as may be amended or supplemented from time
to time) to purchase all the outstanding shares of common stock, par value $0.01
per share (the "Shares"), of the Company, upon the terms and subject to the
conditions set forth in its Offer to Purchase (as may be amended or supplemented
from time to time) and the related Letter of Transmittal (the terms and
conditions of which, together with any amendments or supplements thereto,
collectively constitute the "Offer"). The purpose of this Amendment No. 1 is to
amend and supplement Items 8 and 9 of the Schedule 14D-9, as set forth below.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 is hereby amended and supplemented by the addition of the
following:
(c) PRESS RELEASE. On February 5, 1999, the Company issued a press
release announcing that the Purchaser had increased the price it will pay for
the Shares tendered in response to the Offer. The revised price being offered by
the Purchaser is $6.50 net cash per Share. The Expiration Date of the Offer was
extended to midnight, New York City time, on February 24, 1999. A copy of such
press release is attached hereto as Exhibit (a)(7) and is incorporated herein by
reference
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented as follows:
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EXHIBIT
NUMBER DESCRIPTION
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(a)(7) Press release issued by the Company dated February 4, 1999.
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SIGNATURE
After reasonable 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.
COHR Inc.
By: /s/ RAYMOND E. LIST
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Raymond E. List
Chief Executive Officer
Dated as of February 5, 1999
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EXHIBIT (a)(7)
COMPANY PRESS RELEASE CONTACT: RUSTY PAGE AT 704-372-5572
DANIEL F. CLARK AT 818-734-8349
COHR ANNOUNCES APPROVAL OF INCREASED TENDER OFFER BID
CHATSWORTH, Calif., Feb. 4 -- COHR Inc. (Nasdaq: CHRI) announced that the Three
Cities Fund II, L.P. and Three Cities Offshore II C.V. have increased the price
they will pay for shares of COHR common stock tendered in response to their
previously announced tender offer. The revised price being offered by the Three
Cities Funds is $6.50 net cash per share. COHR's Board of Directors has approved
the terms of the revised tender offer as being in the best interests of the
public shareholders.
In the original tender offer made on January 4, 1999, the Three Cities Funds
were offering $5.375 per share, which would be increased to $6.375 per share if
pending stockholder suits against COHR were settled before the tender offer
expired on a basis which would not require COHR to pay more than $3.0 million
net of any insurance proceeds. The revised offer price is not contingent on
settlement of the stockholder suits.
The Three Cities Funds have extended the expiration date of the tender offer to
midnight, New York City time, on February 24, 1999. The tender offer originally
had been scheduled to expire on February 3, 1999, and that date had previously
been extended to February 16, 1999.
The Three Cities Funds already own 48.3% of COHR's common stock. The tender
offer will be followed by a merger of TCF Acquisition Corporation, which is
owned by the Three Cities Funds, into COHR, in which COHR's remaining
stockholders will receive the same $6.50 per share as is paid in the tender
offer. The original agreement between TCF Acquisition and COHR had provided that
the merger would only take place if, after the tender offer, the Three Cities
Funds and TCF Acquisition owned at least 85% of COHR's outstanding common stock.
That condition has been eliminated.
The Three Cities Funds made the change in the tender offer price after COHR's
Board of Directors had received a proposal in which a third party proposed to
pay $7.00 per share for COHR's common stock if the third party satisfactorily
completed its due diligence and could negotiate a satisfactory merger agreement.
The proposal was accompanied by a letter in which a bank stated that, assuming
completion of a due diligence investigation with respect to COHR's assets and
business, with results satisfactory to it, including satisfaction as to the
status of pending litigation and the operating performance of one of COHR's
divisions, the bank was highly confident it would be able to arrange a syndicate
of lenders to finance 100% of the proposed purchase price. The revised Three
Cities offer of $6.50 per share, by contrast, provides for none of these
contingencies and offers the advantage of more immediate payment.
COHR Inc., a leading national outsourcing service organization, provides
equipment servicing, group purchasing and other services and products to
hospitals, integrated health systems and alternate site providers.
SOURCE: COHR Inc.
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