<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
SCHEDULE 13D
Statement Under Section 13(d) of the
Securities Exchange Act of 1934
(Amendment No. 2)
AND
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
-------------------
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)
-------------------
<PAGE> 2
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
<PAGE> 3
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
<PAGE> 4
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
<PAGE> 6
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 and Amendment
No. 1 thereto, filed on February 5, 1999, and the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") filed with the Commission on January 4,
1999 and Amendment No. 1 thereto, filed on February 5, 1999, and Amendment No. 2
thereto, filed on February 9, 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. Unless the context otherwise requires,
terms not otherwise defined herein have the meanings ascribed to them in the
Schedule 14D-1 and the Offer to Purchase.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 3(b) is hereby amended and supplemented by reference to Sections 2
and 3 of the Supplement, which Sections are incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4(a) is hereby amended and supplemented by reference to Section 4
of the Supplement, which Section is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(18) Supplement to Offer to Purchase dated February 19, 1999.
(a)(19) Text of press release issued by Three Cities Research, Inc.
on February 19, 1999.
6
<PAGE> 7
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 19, 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
<PAGE> 8
EXHIBIT INDEX
(a)(18) Supplement to Offer to Purchase dated February 19, 1999.
(a)(19) Text of press release issued by Three Cities Research, Inc.
on February 19, 1999.
<PAGE> 1
EXHIBIT (a)(18)
SUPPLEMENT TO OFFER TO PURCHASE DATED JANUARY 4, 1999
of
TCF Acquisition Corporation
WHICH IS OWNED BY
Three Cities Fund II, L.P. and
Three Cities Offshore II C.V.
TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
COHR INC.
FOR
$6.50 NET PER SHARE
THE EXPIRATION DATE OF THE OFFER HAS BEEN EXTENDED TO 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 25, 1999, UNLESS THE OFFER IS FURTHER
EXTENDED.
TO THE HOLDERS OF COMMON STOCK OF COHR INC.:
The following information amends and supplements the Offer to Purchase dated
January 4, 1999, as amended on February 5, 1999, (the "Offer to Purchase") of
TCF Acquisition Corporation, a Delaware corporation (the "Purchaser") which, at
the date of this Supplement, is owned by Three Cities Fund II, L.P. and Three
Cities Offshore II C.V. (the "Three Cities Funds").
1. EXPIRATION TIME. The Expiration Time of the Offer has been extended.
The Term "Expiration Time" now means 12:00 Midnight, New York City Time, on
February 25, 1999, unless the Purchaser further extends the period during which
the Offer is open.
2. BACKGROUND OF THE OFFER SINCE FEBRUARY 5, 1999; CONTACTS WITH THE
COMPANY. On February 12, 1999, a lawyer for Managed Healthcare Associates, Inc.
("MHA") sent a letter to the Board of Directors of the Company in which the
lawyer said MHA is prepared to pay $7.50 per share for each outstanding share of
common stock of the Company. However, the lawyer also said "MHA understands that
pursuant to the revised merger agreement with TCF, based upon the information
available to MHA, the Company is precluded from accepting or even considering
such an offer."
On February 13, 1999, counsel for the Purchaser confirmed in a letter
to counsel for the Company that it would violate the Amended Plan and Agreement
of Merger between the Purchaser and the Company (the "Amended Merger Agreement")
for the Company to enter into an agreement with MHA relating to an acquisition
of the Company. The original Plan and Agreement of Merger had permitted the
Company to consider acquisition proposals which were received by February 2,
1999, but that date had passed. Further, as part of the agreement for the
Purchaser to increase what it would pay to $6.50 per share, all references to
the Company's ability to consider other transactions had been eliminated.
The letter from counsel for the Purchaser pointed out that when MHA had
previously indicated it would be willing to pay $7.00 per Share for the Company,
it had said that willingness was conditioned on satisfactory conclusion of due
diligence, and the bank which said it was highly confident it would be able to
syndicate financing for all the money MHA would need to do the transaction, said
that "confidence" was subject to satisfactory conclusion by it of due diligence,
including specifically regarding the
1
<PAGE> 2
stockholder suits which are pending against the Company and the Company's
MasterPlan business, the two biggest problems currently confronting the Company.
There is no reason to think the bank could in the future become satisfied about
those problems if MHA were able to attempt to purchase the Company. The letter
also pointed out that the Three Cities Funds, which own 48.3% of the Company's
common stock, would be under no obligation to tender their shares or vote for a
merger, and therefore, it would be virtually impossible for the Company to merge
with an MHA subsidiary unless the Three Cities Funds were in favor of the
transaction.
The letter from counsel to the Purchaser concluded by saying the MHA
lawyer's letter makes it clear MHA knows any steps by COHR to put together a
transaction with MHA would violate the Amended Merger Agreement, and if MHA
nonetheless tries to pursue such a transaction or otherwise interfere with the
transaction between TCF Acquisition and the Company, the Three Cities Funds will
expect the Company to join them in seeking appropriate recourse against MHA.
3. FAIRNESS OF THE TRANSACTION. The Purchaser and the Three Cities Funds
believe it would not be appropriate, and would not be in the best interests of
the Company's stockholders, for the Company to attempt to pursue a transaction
with MHA because (a) it would violate the Amended Merger Agreement between the
Company and the Purchaser and (b) there is serious doubt that MHA would be
financially able to complete an acquisition of the Company for $7.50 per share,
or a price close to that, even if the possibility of doing so were legally
available to MHA.
When the Three Cities Funds and the Purchaser entered into the original
Plan and Agreement of Merger in December, they agreed that if the Company
received what its Board viewed as a Superior Proposal within 20 business days
after the terms of the transaction were described in a Securities and Exchange
Agreement filing, the Company could terminate the agreement with the Purchaser
to accept a proposal from someone else. However, after that, the Company would
be bound to complete the transaction with the Purchaser, just as the Purchaser
had been bound to complete the transaction from the time it had executed the
Plan and Agreement of Merger (even if there had been a material adverse change
in the affairs of the Company before the transaction was completed). The 20
business day period ended on February 2, 1999. When the Purchaser executed the
Amended Plan and Agreement of Merger, and increased what it would pay to $6.50
per Share, it was made clear that the Company would not be able to terminate the
Amended Plan and Agreement of Merger to accept a proposal from somebody else.
The Company's Board found the original Plan and Agreement of Merger to be fair
to and in the best interests of the Company's stockholders and found the Amended
Plan and Agreement of Merger to be fair to and in the best interests of the
Company's stockholders. The possibility that MHA might be willing to pay $7.50
per Share if it were legally able to do so is not a basis for the Company to
ignore its bargained for contractual obligations. Further nothing has occurred
to indicate that MHA has cured the financial and other uncertainties which
undoubtedly were a significant factor in the Company's Board's determining that
the Purchaser's unqualified agreement to pay $6.50 per Share was more favorable
to the Company's stockholders than the possibility that MHA would in the future
firm up its $7.00 per Share offer and obtain financing for that offer.
4. CERTAIN INFORMATION CONCERNING THE PURCHASER. The Three Cities Funds
have committed to contribute to the capital of the Purchaser, not later than
February 22, 1999, $22.0 million, which is the amount the Purchaser would
require to purchase the Shares tendered in response to the Offer if all the
outstanding Shares were tendered and to pay related fees and out-of-pocket
expenses. The unaudited pro forma balance sheet of the Purchaser at February 22,
1999, giving effect to that contribution to capital, will be as follows:
2
<PAGE> 3
TCF ACQUISITION CORPORATION
PRO FORMA BALANCE SHEET
AS OF FEBRUARY 22, 1999
(Unaudited)
<TABLE>
<CAPTION>
ASSETS LIABILITIES
<S> <C> <C> <C>
Cash $22,001,000 Accrued transaction expenses $240,000
-------
Total liabilities 240,000
STOCKHOLDERS' EQUITY
Common stock 1,000
Paid in capital 21,760,000
----------
Total stockholders' equity 21,761,000
----------- ----------
Total assets $22,001,000 Total liabilities and stockholders' equity $22,001,000
=========== ===========
</TABLE>
5. MISCELLANEOUS. The Purchaser has filed with the Securities and Exchange
Commission amendments to its Schedule 14D-1 and Schedule 13E-3 furnishing
additional information with respect to the Offer. The Schedule 14D-1 and
Schedule 13E-3 and any amendments to them may be examined, and copies may be
obtained from the Securities and Exchange Commission, as set forth in Section 20
of the Offer to Purchase.
TCF ACQUISITION CORPORATION
February 19, 1999
3
<PAGE> 1
EXHIBIT (a)(19)
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 19, 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.
# # #
