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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
SCHEDULE 13D
Statement Under Section 13(d) of the
Securities Exchange Act of 1934
(Amendment No. 3)
AND
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 4)
-------------------
COHR INC.
(Name of Subject Company)
TCF ACQUISITION CORPORATION
THREE CITIES FUND II, L.P.
THREE CITIES OFFSHORE II C.V.
(Bidders)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
192567105
(CUSIP Number of Class of Securities)
-------------------
J. WILLIAM UHRIG Copy to:
PRESIDENT DAVID W. BERNSTEIN, ESQ.
TCF ACQUISITION CORPORATION ROGERS & WELLS LLP
C/O THREE CITIES RESEARCH, INC. 200 PARK AVENUE
650 MADISON AVENUE NEW YORK, NEW YORK 10166
NEW YORK, NEW YORK 10022 (212) 878-8000
(212) 838-9660
(Name, Address and Telephone
Number of Person Authorized to
Receive Notices and
Communications on Behalf
of Bidder)
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CUSIP No. 192567105 SCHEDULES 13D AND 14D-1 Page 2 of 7 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
THREE CITIES FUND II, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /x/
(b) / /
3. SEC USE ONLY
4. SOURCES OF FUNDS
OO - Partner Contributions
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
/ /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7. SOLE VOTING POWER
UNITS 0
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,085,425
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.3%
14. TYPE OF REPORTING PERSON
PN
2
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CUSIP No. 192567105 SCHEDULES 13D AND 14D-1 Page 3 of 7 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
THREE CITIES RESEARCH, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
3. SEC USE ONLY
4. SOURCES OF FUNDS
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
/ /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7. SOLE VOTING POWER
UNITS 3,085,425
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 3,085,425
PERSON WITH 10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,085,425
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.3%
14. TYPE OF REPORTING PERSON
CO
3
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CUSIP No. 192567105 SCHEDULES 13D AND 14D-1 Page 4 of 7 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
THREE CITIES OFFSHORE II C.V.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
3. SEC USE ONLY
4. SOURCES OF FUNDS
00 - Partner Contributions
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
/ /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
NETHERLANDS ANTILLES
NUMBER OF 7. SOLE VOTING POWER
UNITS 0
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,085,425
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.3%
14. TYPE OF REPORTING PERSON
PN
4
<PAGE> 5
CUSIP No. 192567105 SCHEDULES 13D AND 14D-1 Page 5 of 7 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
TCF ACQUISITION CORPORATION
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
3. SEC USE ONLY
4. SOURCES OF FUNDS
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
/ /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7. SOLE VOTING POWER
UNITS 0
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,085,425
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.3%
14. TYPE OF REPORTING PERSON
PN
5
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This amends and supplements the Statement on Schedule 13D (the
"Schedule 13D") filed with the Securities and Exchange Commission (the
"Commission") by Three Cities Fund II, L.P., a Delaware limited partnership,
Three Cities Offshore II C.V., a Netherlands Antilles partnership, and Three
Cities Research, Inc., a Delaware corporation, on January 4, 1999, Amendment No.
1 thereto, filed on February 5, 1999, and Amendment No. 2 thereto, filed on
February 19, 1999, and the Tender Offer Statement on Schedule 14D-1 (the
"Schedule 14D-1") filed with the Commission on January 4, 1999, Amendment No. 1
thereto, filed on February 5, 1999, Amendment No. 2 thereto, filed on February
9, 1999, and Amendment No. 3 thereto, filed on February 19, 1999, by TCF
Acquisition Corporation, a Delaware corporation (the "Purchaser"), Three Cities
Fund II, L.P. and Three Cities Offshore II C.V. relating to the tender offer of
the Purchaser (the "Offer") to purchase all of the outstanding shares of common
stock, par value $.01 per share (the "Shares") of COHR Inc., a Delaware
corporation, which are not owned by the Purchaser and its stockholders, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
January 4, 1999 (the "Offer to Purchase") and in the related Letter of
Transmittal.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(20) Text of press release issued by Three Cities Research, Inc. on
February 19, 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.
Dated: February 22, 1999
TCF ACQUISITION CORPORATION
By: /s/ J. William Uhrig*
-------------------------------------------------
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/ William de Vogel*
--------------------------------
William 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*
--------------------------------
J. William Uhrig
President
*By: /s/ David W. Bernstein
----------------------------------------
David W. Bernstein
Attorney-in-Fact
7
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TCF ACQUISITION CORPORATION
C/O THREE CITIES RESEARCH, INC.
650 MADISON AVENUE
NEW YORK, NEW YORK 10022
FEBRUARY 19, 1999
COMPANY CONTACT: W. ROBERT WRIGHT II, (212) 605-3217
FOR IMMEDIATE RELEASE
THREE CITIES FUNDS EXTEND COHR TENDER OFFER
NEW YORK, NEW YORK, February 19, 1999 -- Three Cities Research, Inc.
today announced that TCF Acquisition Corporation has extended to 12:00 midnight,
New York City time on February 25, 1999, the expiration date of its offer to
purchase for cash all the outstanding shares of common stock of COHR Inc.
(Nasdaq:CHRI). The tender offer was previously scheduled to expire at 12:00
midnight New York City time on Wednesday, February 24, 1999.
As of the close of business on February 18, 1999, 1,128,705 shares had
been tendered. Shareholders of TCF Acquisition Corporation already own 3,085,425
shares.
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