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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 4)
(FINAL AMENDMENT)
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COHR Inc.
(Name of the Issuer)
TCF Acquisition Corporation
Three Cities Fund II, L.P.
Three Cities Offshore II C.V.
(Name of Persons Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
192567105 - Common Stock
(CUSIP Number of Class of Securities)
J. William Uhrig
TCF Acquisition Corporation
c/o Three Cities Research, Inc.
650 Madison Avenue
New York, New York 10022
Telephone: (212) 605-3217
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
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with a copy to:
David W. Bernstein, Esq.
Rogers & Wells LLP
200 Park Avenue
New York, New York 10166-0153
Telephone: (212) 878-8342
This statement is filed in connection with (check the appropriate box):
a. |_| The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or Rule
13e-3(c) under the Securities Exchange Act of 1934
b. |_| The filing of a registration statement under the Securities
Exchange Act of 1933.
c. |X| A tender offer.
d. |_| None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. |_|
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Calculation of Filing Fee
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Transaction Value - $21,760,466(1) Filing Fee - $4,352.09
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|X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
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Amount previously paid: $4,352.09 Filing parties: TCF Acquisition Corporation
Three Cities Fund II, L.P.
Three Cities Offshore
Form or registration no.: 14D-1 Date filed: January 4, 1999.
Combined 14D-1 and 13D February 5, 1999
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(1) Transaction Value based upon the tender of the 3,347,764 shares of COHR Inc.
Common Stock not owned by the TCF Acquisition Corporation, Three Cities Fund
II, L.P. and Three Cities Offshore II C.V. at $6.50 per share.
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This Statement constitutes the final Amendment to the Rule 13E-3
Transaction Statement on Schedule 13E-3 originally filed with the Securities and
Exchange Commission (the "Commission") on January 4, 1999, as amended by
Amendment No. 1 filed on February 5, 1999, Amendment No. 2 filed on February 19,
1999, and Amendment No. 3 filed on February 22, 1999 (the "Schedule 13E-3"), by
TCF Acquisition Corporation, a Delaware corporation, Three Cities Fund II, L.P.,
a Delaware limited partnership, and Three Cities Offshore II C.V., a Netherlands
Antilles partnership.
Item 3. Past Contacts, Transactions or Negotiations.
(b) On February 26, 1999, Three Cities Fund II, L.P. and Three Cities
Offshore II C.V. sold 3,085,425 Shares (without the claims and rights against
COHR Inc., its directors, officers, agents, employees, underwriters,
accountants, attorneys or other persons, or otherwise as a stockholder of COHR
Inc. during the relevant time period, in five lawsuits which are pending against
COHR Inc., or in any other action, suit or proceeding relating to the alleged
acts or occurrences which are the subject of any of those five lawsuits, which
Three Cities Fund II, L.P. and Three Cities Offshore II C.V. acquired from the
sellers of the Shares when Three Cities Fund II, L.P. and Three Cities Offshore
II C.V. acquired the Shares or which have arisen since Three Cities Fund II,
L.P. and Three Cities Offshore II C.V. acquired the Shares) to the Purchaser for
$3.92 per Share. As payment for the Shares, the Purchaser issued to each of
Three Cities Fund II, L.P. and Three Cities Offshore II C.V. a 12% Subordinated
Demand Note, in the principal amounts of $4,499,397.85 and $7,583,126.45,
respectively.
Item 10. Interest in Securities of the Issuer.
(a)-(b) The Offer expired pursuant to its terms at 12:00 midnight, New
York City time, on Thursday, February 25, 1999. Based on information provided by
the Depositary, a total of 2,953,083 Shares, representing approximately 45.9% of
the outstanding Shares, were tendered and not withdrawn pursuant to the Offer.
TCF Acquisition Corporation has accepted all of those Shares for payment
pursuant to the Offer.
As a result of the transactions described in this Amendment, including TCF
Acquisition Corporation's purchase of Shares pursuant to the Offer, TCF
Acquisition Corporation owns 6,038,508 shares of COHR Inc. common stock, 93.9%
of the outstanding shares of COHR Inc. common stock.
Item 17. Material to be Filed as Exhibits.
(g) (7) Text of press release issued on February 26, 1999.(1)
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(1) Incorporated by reference to Amendment No. 4 to the 13-D/Amendment No. 5 to
the 14D-1 filed by TCF Acquisition Corporation, Three Cities Fund II, L.P. and
Three Cities Offshore II C.V. on February 26, 1999.
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SIGNATURE
After due 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.
Date: February 26, 1999.
TCF ACQUISITION CORPORATION
By: /s/ J. William Uhrig*
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J. William Uhrig
President
THREE CITIES FUND II, L.P.
By: TCR Associates, L.P.,
its general partner
By: Three Cities Research, Inc.,
its general partner
By: /s/ Willem de Vogel*
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Willem de Vogel
President
THREE CITIES OFFSHORE II C.V.
By: TCR Offshore Associates, L.P.,
its general partner
By: Three Cities Associates, N.V.,
its general partner
By: /s/ J. William Uhrig
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J. William Uhrig
Sole Stockholder
*By: /s/ David W. Bernstein
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David W. Bernstein
Attorney-in-Fact
