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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. 2)
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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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<CAPTION>
Calculation of Filing Fee
<S> <C>
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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<S> <C> <C> <C>
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 Purchaser and the Three Cities Funds at
$6.50 per share.
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This Amendment No. 2 amends and supplements the Rule 13E-3 Transaction
Statement on Schedule 13E-3 originally filed with the Securities and Exchange
Commission on January 4, 1999 and Amendment No. 1 thereto, filed on February 5,
1999 (the "Schedule 13E-3") by TCF Acquisition Corporation, a Delaware
corporation (the "Purchaser"), Three Cities Fund II, L.P., a Delaware limited
partnership, and Three Cities Offshore II C.V., a Netherlands Antilles
partnership (Three Cities Fund II, L.P. and Three Cities Offshore II C.V. are
together the "Three Cities Funds").
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(b) Item 3(b) is hereby amended and supplemented by reference to
Section 2 of the Supplement, which Section is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Item 6(a) is hereby amended and supplemented by reference to
Section 4 of the Supplement, which Section is incorporated herein by reference.
(b) The Purchaser and the Three Cities Funds estimate that the total
cost of the purchase of Common Stock on December 24, 1998, the Offer and the
merger, will be approximately $22,165,000, consisting of transactional fees of
$21,760,466, filing fees of $4,352.09, legal fees of $250,000, printing costs of
$100,000, solicitation expenses of $15,000 and miscellaneous expenses of
$35,000. The Purchaser or the Three Cities Funds will pay these costs.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(f) Item 8(f) is hereby amended and supplemented by reference to
Section 3 of the Supplement, which Section is incorporated herein by reference.
ITEM 14. FINANCIAL INFORMATION.
(b) Item 14(b) is hereby amended and supplemented by reference to
Section 4 of the Supplement, which Section is incorporated herein by reference.
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ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(d) (8) Supplement to Offer to Purchase.(1)
(g) (5) Text of press release issued on February 19, 1999.(1)
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(1) Incorporated by reference to Amendment No. 2 to the 13-D/Amendment No. 3 to
the 14D-1 filed by the Purchaser and the Three Cities Funds 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.
Date: February 19, 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
