<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. 1)
AND
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
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)
CALCULATION OF FILING FEE
Transaction Value *: $21,760,466 Amount of Filing Fee: $4,352.09
* Transaction Value based upon the tender offer for the 3,347,764 shares of
COHR Inc. Common Stock not owned by the Bidders, at a tender offer price of
$6.50 per share, in cash.
[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.
<TABLE>
<S> <C> <C>
Amount Previously paid: $3,598.65 Filing Parties: TCF Acquisition Corporation
Three Cities Fund II, L.P.
Three Cities Offshore II, C.V.
Form or registration no.: 14D-1 Date filed: January 4, 1999
</TABLE>
<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
SOLE DISPOSITIVE POWER -----------------------------------------------------
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 8 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
CO
- --------------------------------------------------------------------------------
<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 the Tender
Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") filed with the
Commission on January 4, 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 1. SECURITY AND SUBJECT COMPANY.
Item 1(b) is hereby amended and supplemented by reference to the
introduction and Section 1 of the Supplement dated February 5, 1999 (the
"Supplement") to the Offer to Purchase dated January 4, 1999, a copy of which is
attached as Exhibit (a)(9), which Introduction and Section are incorporated
herein by reference.
Item 1(c) is hereby amended and supplemented by reference to Section 2
of the Supplement, which Section is incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 3(b) is hereby amended and supplemented by reference to Section 4
of the Supplement, which Section is 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 3
of the Supplement, which Section is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION
Item 10(c) is hereby amended and supplemented by reference to Section 5
of the Supplement, which Section is incorporated herein by reference.
Item 10(e) is hereby amended and supplemented by reference to Section 5
of the Supplement, which Section is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(8) Supplement, dated February 5, 1999, to Offer to Purchase dated
January 4, 1999.
(a)(9) Letter of Transmittal.
(a)(10) Notice of Guaranteed Delivery.
(a)(11) Form of letter to brokers, dealers, commercial banks, trust
companies and other nominees.
5
<PAGE> 7
(a)(12) Form of letter to be used by brokers, dealers, commercial
banks, trust companies and nominees to their clients.
(a)(13) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(14) Text of press release issued by Three Cities Research, Inc. on
February 3, 1999.
(a)(15) Text of press release issued by Three Cities Research, Inc. on
February 4, 1999.
(a)(16) Text of letter from Rogers & Wells LLP, counsel to the
Purchaser, to Munger, Tolles & Olson LLP, counsel to COHR
Inc., dated February 2, 1999.
(a)(17) Text of letter from the Purchaser to COHR Inc. dated February
3, 1999.
6
<PAGE> 8
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 5, 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> 9
EXHIBT INDEX
------------
Exhibit No. Description
- ----------- -----------
(a)(8) Supplement to Offer to Purchase dated January 4, 1999.
(a)(9) Letter of Transmittal.
(a)(10) Notice of Guaranteed Delivery.
(a)(11) Form of letter to brokers, dealers, commercial banks, trust
companies and other nominees.
(a)(12) Form of letter to be used by brokers, dealers, commercial
banks, trust companies and nominees to their clients.
(a)(13) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(14) Text of press release issued by Three Cities Research, Inc. on
February 3, 1999.
(a)(15) Text of press release issued by Three Cities Research, Inc. on
February 4, 1999.
(a)(16) Text of letter from Rogers & Wells LLP, counsel to the
Purchaser, to Munger, Tolles & Olson LLP, counsel to COHR
Inc., dated February 2, 1999.
(a)(17) Text of letter from the Purchaser to COHR Inc. dated February
3, 1999.
<PAGE> 1
Exhibit (a)(8)
SUPPLEMENT TO OFFER TO PURCHASE DATED JANUARY 4, 1999
TCF ACQUISITION CORPORATION
WHICH IS OWNED BY
THREE CITIES FUND II, L.P. AND
THREE CITIES OFFSHORE II C.V.
HAS INCREASED THE PRICE OF ITS OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
COHR INC.
TO
$6.50 NET PER SHARE
THE OFFER PRICE HAS BEEN INCREASED AND THE EXPIRATION DATE OF THE OFFER HAS
BEEN EXTENDED. THE PRICE WHICH WILL BE PAID FOR SHARES WHICH ARE PROPERLY
TENDERED AND NOT WITHDRAWN IS $6.50 PER SHARE IN CASH. THE OFFER AND WITHDRAWAL
RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, FEBRUARY
24, 1999, UNLESS THE OFFER IS FURTHER EXTENDED.
THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED, NOR IS IT CONDITIONED ON THE ABILITY OF THE PURCHASER TO OBTAIN
FINANCING (BUT IT IS SUBJECT TO SOME CONDITIONS -- SEE SECTION 11 OF THE OFFER
TO PURCHASE). THE THREE CITIES FUNDS ALREADY OWN MORE THAN 48% OF THE
OUTSTANDING COMMON SHARES AND THE COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS,
WHO OWN MORE THAN 2% OF THE OUTSTANDING COMMON SHARES, HAVE AGREED TO TENDER
THEIR SHARES IN RESPONSE TO THE OFFER OR VOTE IN FAVOR OF THE MERGER. THEREFORE,
THE MERGER CAN BE APPROVED EVEN IF NO OTHER STOCKHOLDER VOTES IN FAVOR OF IT.
THE BOARD OF DIRECTORS OF THE COMPANY (OTHER THAN THE REPRESENTATIVES
APPOINTED BY THE PURCHASER) HAS UNANIMOUSLY DETERMINED THAT THE AMENDED OFFER
AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY'S
SHAREHOLDERS, AND RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS ACCEPT THE AMENDED
OFFER AND TENDER THEIR SHARES IN RESPONSE TO IT.
IMPORTANT
ANY STOCKHOLDER WHO WISHES TO TENDER COMMON SHARES SHOULD COMPLETE AND SIGN
ONE OF THE LETTERS OF TRANSMITTAL (OR A FACSIMILE OF ONE) WHICH ACCOMPANY THE
OFFER TO PURCHASE OR THIS SUPPLEMENT IN ACCORDANCE WITH THE INSTRUCTIONS SET
FORTH IN THE LETTER OF TRANSMITTAL AND (A) MAIL OR DELIVER IT, TOGETHER WITH THE
CERTIFICATE(S) REPRESENTING THE TENDERED COMMON SHARES (THE "SHARE
CERTIFICATES") AND ANY OTHER REQUIRED DOCUMENTS, TO THE DEPOSITARY NAMED ON THE
BACK COVER OF THE OFFER TO PURCHASE OR (B) TENDER THE SHARES USING THE
PROCEDURES FOR BOOK-ENTRY TRANSFER DESCRIBED IN SECTION 9 OF THE OFFER TO
PURCHASE. A STOCKHOLDER WHOSE COMMON SHARES ARE REGISTERED IN THE NAME OF A
BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE MUST CONTACT THE
BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE IF THE
STOCKHOLDER WISHES TO TENDER SHARES.
A STOCKHOLDER WHO WISHES TO TENDER COMMON SHARES BUT WHOSE CERTIFICATES ARE
NOT IMMEDIATELY AVAILABLE, OR WHO CANNOT COMPLY WITH THE PROCEDURES FOR
BOOK-ENTRY TRANSFER DESCRIBED IN THE OFFER TO PURCHASE ON A TIMELY BASIS, MAY
TENDER THE COMMON SHARES BY FOLLOWING THE PROCEDURES FOR GUARANTEED DELIVERY
DESCRIBED IN SECTION 9 OF THE OFFER TO PURCHASE.
QUESTIONS AND REQUESTS FOR ASSISTANCE, OR FOR ADDITIONAL COPIES OF THIS
SUPPLEMENT, THE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL, OR OTHER TENDER
OFFER MATERIALS, MAY BE DIRECTED TO THE INFORMATION AGENT AT ITS ADDRESS AND
TELEPHONE NUMBER SET FORTH ON THE BACK COVER. HOLDERS OF COMMON SHARES MAY ALSO
CONTACT BROKERS, DEALERS OR BANKS FOR ADDITIONAL COPIES OF THIS SUPPLEMENT, THE
OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL OR OTHER TENDER OFFER MATERIALS.
------------------------
February 5, 1999
<PAGE> 2
TO THE HOLDERS OF COMMON STOCK OF COHR INC.:
The following information amends and supplements the Offer to Purchase
dated January 4, 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"). By this Supplement, the Purchaser is now offering to
purchase all outstanding shares of common stock, par value $0.01 per share
("Common Shares" or "Shares"), of COHR Inc. (the "Company"), a Delaware
corporation, for $6.50 per Common Share in cash (the "Revised Offer Price"),
upon the terms and subject to the conditions set forth in the Offer to Purchase,
as amended and supplemented by this Supplement and in the related Letters of
Transmittal (the terms and conditions of which together constitute the "Offer").
THE REVISED OFFER PRICE WILL BE PAID WITH REGARD TO ALL SHARES WHICH ARE
PROPERLY TENDERED AND NOT WITHDRAWN, INCLUDING SHARES WHICH WERE TENDERED BEFORE
THE OFFER PRICE WAS REVISED.
Except as otherwise set forth in this Supplement, the terms and conditions
previously set forth in the Offer to Purchase remain applicable in all respects
to the Offer, and this Supplement should be read in conjunction with the Offer
to Purchase. Unless the context requires otherwise, (i) terms not defined in
this Supplement have the meanings given to them in the Offer to Purchase and
(ii) all references in this Supplement to "Common Shares" or "Shares" will be
deemed to refer also to the preferred stock purchase rights (the "Rights")
issued pursuant to the Rights Agreement, dated as of November 23, 1998, between
the Company and Chase Mellon Shareholder Services LLC (the "Rights Agreement").
THE BOARD OF DIRECTORS OF THE COMPANY (1) HAS APPROVED THE AMENDED OFFER
AND THE MERGER WHICH WILL FOLLOW THE AMENDED OFFER, (2) HAS DETERMINED THAT THE
AMENDED TERMS OF THE OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS
OF THE COMPANY'S SHAREHOLDERS, AND (3) RECOMMENDS THAT THE COMPANY'S
SHAREHOLDERS ACCEPT THE AMENDED OFFER AND TENDER THEIR SHARES IN RESPONSE TO IT.
The Offer is being made pursuant to an Amended and Restated Plan and
Agreement of Merger, dated as of February 4, 1999 (the "Amended Merger
Agreement"), between the Company and the Purchaser. The Amended Merger Agreement
amends and restates the Plan and Agreement of Merger dated as of December 24,
1999 (the "Original Merger Agreement").
The Amended Merger Agreement provides that
- the cash price of the Offer is $6.50 per Share, without regard to the
outcome of efforts to settle Stockholder Suits which are pending against
the Company (i.e., with no change in what is being paid based upon
whether the pending Stockholder Suits are settled);
- the Expiration Time of the Offer (midnight, New York time on February 24,
1999) may not be extended beyond March 8, 1999 without the Company's
consent;
- the Merger is not conditioned on the Purchaser and its stockholders
owning at least 85% of the outstanding Shares after the Purchaser
acquires the Shares which are tendered in response to the Offer;
- because the price being paid in the Offer will be $6.50 per Share without
regard to the outcome of the efforts to settle the Stockholder Suits, the
Merger consideration will be $6.50 per share without regard to the
outcome of the efforts to settle the Stockholder Suits; and
- the provisions which permitted the Company to entertain unsolicited
acquisition proposals and terminate the Merger Agreement because of a
Superior Proposal were deleted (the last day for the Company to receive
an acquisition proposal which could have been a basis for it to terminate
the Original Merger Agreement was February 2, 1999).
Procedures for tendering Shares are set forth in Section 9 of the Offer to
Purchase. Tendering shareholders may use either the original (blue) Letter of
Transmittal and the original (yellow) Notice of Guaranteed Delivery previously
circulated with the Offer to Purchase, or the revised (green) Letter of
1
<PAGE> 3
Transmittal and the revised (tan) Notice of Guaranteed Delivery circulated with
this Supplement. While the original Letter of Transmittal refers only to the
Offer to Purchase, shareholders using that document to tender their Shares will
nevertheless receive $6.50 per Share for each Share validly tendered and not
properly withdrawn and accepted for payment pursuant to the Offer, subject to
the conditions of the Offer. Shareholders who have previously validly tendered
and not properly withdrawn their Shares pursuant to the Offer are not required
to take any further action, in order to receive, subject to the conditions of
the Offer, the increased tender price of $6.50 per Share, if the Shares are
accepted for payment and paid for by the Purchaser pursuant to the Offer, except
as may be required by the guaranteed delivery procedure if that procedure was
used.
THE PURCHASER HAS BEEN TOLD THAT LEHMAN BROTHERS INC. ("LEHMAN BROTHERS"),
FINANCIAL ADVISOR TO THE COMPANY, HAS DELIVERED TO THE COMPANY'S BOARD OF
DIRECTORS ITS WRITTEN OPINION TO THE EFFECT THAT, AS OF THE DATE OF THE AMENDED
MERGER AGREEMENT, THE $6.50 IN CASH TO BE RECEIVED BY THE HOLDERS OF COMMON
SHARES IN THE AMENDED OFFER AND THE MERGER IS FAIR TO THOSE HOLDERS (OTHER THAN
THE PURCHASER AND ITS AFFILIATES) FROM A FINANCIAL POINT OF VIEW.
THE OFFER TO PURCHASE AND THIS SUPPLEMENT CONTAIN IMPORTANT INFORMATION
WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
1. AMENDED TERMS OF THE OFFER: Expiration Time The price per Share to be
paid pursuant to the Offer has been increased from $5.375 per Share to $6.50 per
Share, net to the seller in cash, upon the terms and subject to the conditions
of the Offer. The full $6.50 per Share will be paid without regard to the
outcome of the Company's efforts to settle Stockholder Suits which are pending
against it. All shareholders whose Shares are validly tendered and not withdrawn
and accepted for payment pursuant to the Offer (including Shares tendered prior
to the date of this Supplement) will receive the increased price.
The Expiration Time of the Offer has been extended. The term "Expiration
Time" now means 12:00 midnight, New York City time, on February 24, 1999, unless
the Purchaser further extends the period during which the Offer is open, in
which event the term "Expiration Time" will mean the latest time and date at
which the Offer, as so extended by the Purchaser, will expire. The Purchaser
does not expect to extend the Expiration Time. Further, under the Amended Merger
Agreement, the Purchaser may not extend the Expiration Time beyond March 8,
1999, without the Company's consent except under very limited circumstances
involving occurrences beyond the Purchaser's control.
This Supplement, the revised (green) Letter of Transmittal and other
relevant materials will be mailed to holders of record of Shares whose names
appear on the Company's shareholder list and will be furnished, for subsequent
transmittal to beneficial owners of Shares, to brokers, dealers, commercial
banks, trust companies and similar persons whose names, or the names of whose
nominees, appear on the shareholder list or, if applicable, who are listed as
participants in a clearing agency's security position listing.
2. PRICE RANGE OF SHARES; DIVIDENDS. The discussion set forth in Section
12 of the Offer to Purchase is hereby supplemented as follows.
The Company has paid no cash dividends on the Shares since the date of the
Offer to Purchase.
The high and low sales prices per Share for the quarter ended December 31,
1998 were $5 3/8 and $ 2 5/16, respectively, and for the current quarter through
February 3, 1999, were $5 7/8 and $5 1/8 respectively.
STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.
3. SOURCES AND AMOUNT OF FUNDS. As a result of the increase in the price
to be paid for the Shares by the Purchaser, the estimated total amount of funds
required by the Purchaser to purchase Shares pursuant to the Offer and to pay
related fees and out-of-pocket expenses will increase by approximately $3.75
million to approximately $22.0 million. The Purchaser will obtain the necessary
funds through capital contributions from
2
<PAGE> 4
the Three Cities Funds. The Three Cities Funds will obtain the necessary funds
from contributions made by their partners.
4. BACKGROUND OF THE OFFER SINCE JANUARY 4, 1999; CONTACTS WITH THE
COMPANY; MERGER AGREEMENT.
On January 21, 1999, a representative of Advent International Corporation
("Advent"), who said funds advised by Advent are stockholders of Managed Health
Care Associates, Inc. ("MHA"), contacted a representative of Three Cities
Research, Inc., the adviser to the Three Cities Funds, and said that MHA was
interested in acquiring the Company. The representative of Advent said MHA,
which is a group purchasing organization, had previously expressed to the
Company an interest in purchasing the Company's group purchasing organization
business or the Company. Subsequently, an attorney for the Three Cities Funds
spoke to an attorney for Advent. During those conversations, the representative
of Three Cities Research and the attorney for the Three Cities Funds stated that
the Three Cities Funds were not interested in purchasing the Company jointly
with MHA.
On January 25, 1999 , the Company provided the Purchaser with a copy of a
letter from MHA in which MHA expressed interest in making a proposal to acquire
all of the Common Shares at a price of $8.00 per Share contingent on MHA's being
satisfied with the results of a due diligence investigation of the Company. This
was in compliance with a requirement of the Original Merger Agreement that the
Company inform the Purchaser of any inquiries or proposals the Company received
about possible acquisitions of the Company. The Company also informed the
Purchaser that MHA had commenced litigation in the Delaware Chancery Court. (See
Section 5 of this Supplement).
On January 26, 1999, the Company provided the Purchaser with a copy of a
letter from counsel for MHA to the Company's counsel which stated, among other
things, that (i) MHA's proposal was to purchase the Company for $8.00 per Share,
net to the seller in cash, (ii) MHA was seeking to obtain the financing
necessary to complete the transaction, (iii) MHA intended to do a diligence
investigation of the Company to reach a comfort level with regard to the
Stockholder Suits and (iv) MHA expected the Company to pay any termination fees
due to the Purchaser upon termination of the Merger Agreement. The letter also
stated that MHA would withdraw, without prejudice, its previously commenced
litigation once the Company confirmed to MHA that the Company would not commence
litigation in connection with MHA's proposal.
The Company's Board met by teleconference on January 26, 1999. Messrs.
Uhrig and Wright did not participate in the meeting. After the meeting, the
Company informed the Purchaser that the Board had decided to permit
representatives of MHA to begin a due diligence investigation of the Company on
January 27, 1999.
On January 29, 1999, the Company provided the Purchaser with a copy of a
letter signed by representatives of Banque Nationale de Paris ("BNP") and MHA in
which BNP stated that, assuming satisfactory completion by BNP and MHA of a due
diligence investigation with respect to the assets and businesses of the
Company, including satisfaction as to the status of the Stockholder Suits and
the operating performance of the Company's MasterPlan business line, BNP is
highly confident that it would be able to arrange a syndicate of lenders for the
proposed financing necessary to complete the acquisition at a price of $8.00 per
Share. MasterPlan is a division of the Company which has been incurring
operating losses.
On February 2, 1999, after MHA had done initial due diligence, the Company
provided the Purchaser with a copy of a letter from counsel for MHA to counsel
for the Company stating that MHA wishes to consummate a transaction in which it
would be willing to pay $7.00 per Share in cash for all outstanding Common
Shares, contingent on MHA's completing its due diligence and negotiating a
satisfactory merger agreement, and conditioned upon the Company's not disclosing
MHA's identity or the identities of its shareholders in the Company's public
filings. Under the Original Merger Agreement, the Company had the right to
consider an acquisition proposal which met specified requirements to qualify as
a Superior Proposal if it was submitted within 20 business days after the
Purchaser filed its Schedule 14D-1. February 2, 1999 was the last day of that 20
business day period. The letter from MHA's attorney was accompanied by a new
letter from BNP in which BNP stated that it was highly confident that BNP could
arrange a syndicate of lenders to finance a transaction at a price of $7 per
Share (stating the proposed financing needs to be $46 million plus
3
<PAGE> 5
closing costs), conditioned on, among other things, BNP's and MHA's "completing
due diligence of the assets and business of COHR" with results satisfactory to
MHA and BNP, "including satisfaction as to the status of pending litigation and
the operating performance of MasterPlan" and subject to final agreement by MHA,
MHA shareholders and BNP on the final terms, conditions and pricing of the
syndicated loan.
The Company's Board of Directors met twice by teleconference on February 2,
1999 to discuss the letters from MHA and BNP. Messrs. Uhrig and Wright did not
participate in these discussions.
On February 2, 1999, counsel for the Purchaser sent a letter to counsel for
the Company expressing its view as to why the letters from counsel for MHA and
from BNP did not constitute a Superior Proposal, as defined in the Original
Merger Agreement. A copy of this letter is included as an exhibit to Amendment
No. 1 to the Schedule 14D-1 filed with the Commission on February 5, 1999. The
letter from counsel for the Purchaser asserted, among other things, that (1) the
letters from counsel to MHA and BNP did not constitute a proposal; at most they
constituted a statement that at some time in the reasonably near future MHA
might be in a position to make a proposal and (2) the letters make it clear that
MHA did not have the financial resources necessary to carry out the transaction
described in the letter. Therefore, the Purchaser asserted that (i) the letters
from counsel for MHA and from BNP did not satisfy the requirement in the
Original Merger Agreement that a Superior Proposal (i.e., a proposal which would
entitle the Company's Board to terminate the Original Merger Agreement) be
received within 20 business days after the Purchaser's Schedule 14-D was filed
with the SEC (which period ended on February 2, 1999), (ii) MHA could not meet a
requirement that to be a "Superior Proposal," a proposal had to be from a
proposed acquirer which the Company's Board determines in good faith has the
financial resources necessary to carry out the transaction, and (iii) the highly
contingent nature of the confidence expressed in the letter from BNP, combined
with the fact that MHA was seeking 100% financing, made it difficult to view
what was described in the letter from MHA's counsel as "not subject to a
financing contingency" (another requirement for a proposal to constitute a
Superior Proposal).
Later on February 2, 1999, an attorney for the Company informed an attorney
for the Purchaser that the Company's Board of Directors had held a meeting and
determined that the Company had received a Superior Proposal (as defined in the
Merger Agreement) from MHA. The attorney for the Company said that was partly
because the Board had been told that Advent and other stockholders of MHA had
agreed to guarantee $30 million of MHA's borrowings (a subsequent letter in
which Advent and the other stockholders of MHA confirmed that they had committed
up to $30 million in the form of cash or guarantees to BNP said the commitment
"is subject to all the limitations contained in the letter dated February 2,
1998 [sic] and BNP's highly confident letter attached thereto, which limitations
we incorporated herein by reference"). The attorney for the Company said that,
although the Board had determined that the Company had received a Superior
Proposal, the Board had not accepted that proposal. Messrs. Uhrig and Wright had
been notified of the Board meeting, but had not participated in it.
On February 3, 1999, the Purchaser sent a letter to Lynn Reitnouer, the
Chairman of the Company's Board of Directors, in which the Purchaser (a)
reiterated its belief that the February 2 letter from counsel to MHA, even if
supplemented as it apparently had been the previous evening, did not meet the
minimum requirements for receipt of a Superior Proposal, but (b) proposed to
modify the Original Merger Agreement so (i) the Purchaser would pay $5.50 per
share for shares which are purchased through the Offer, (ii) the expiration date
of the Offer would be not less than 10 business days and not more than 20
business days after the revised terms of the Offer are announced, (iii) the
Purchaser would pay, promptly after the Offer expires, $5.50 for each share
which is properly tendered and not withdrawn, (iv) as promptly as practicable
after the Offer expires, the Purchaser would cause the Merger to take place and
the Company's stockholders to receive $5.50 per share as a result of the Merger,
(v) if the Stockholder Suits are settled by August 2, 1999 on a basis which
would not require the Company to pay more than $1 million, net of any insurance
proceeds, the Purchaser would pay an additional $1.50 per share to the persons
whose shares were purchased through the Offer or who were stockholders at the
time of the Merger (increasing the total payment to $7 per share), and (vi)
provisions relating to offers by persons other than the Purchaser would be
deleted from the Merger Agreement. The letter said that proposal would remain
available until 7:00 P.M., New York City time, on February 3, 1999. A copy of
this letter is included as an exhibit to Amendment No. 1 to the Schedule 14D-1
filed with the Commission on February 5, 1999.
4
<PAGE> 6
The Company's Board of Directors met on February 3, 1999 to consider the
new proposal from the Purchaser. Messrs. Uhrig and Wright did not participate in
the meeting. Following the meeting, representatives of the Company advised the
Purchaser that the Board had unanimously rejected the Purchaser's new proposal.
They said that the Board would continue to pursue the MHA transaction but would
consider a further offer from the Purchaser and indicated specifically that the
Board of Directors express the view that a price of $6.50 per share which was
payable quickly and not subject to contingencies (including the outcome of
efforts to settle the Stockholder Suits) would be more attractive than the
proposed MHA transaction, assuming that the Board of Directors received a
fairness opinion from Lehman Brothers.
On February 3, 1999, the Purchaser announced that the Expiration Time would
be extended to 12:00 Midnight, New York City time, on February 16, 1999.
On February 4, 1999, J. William Uhrig, on behalf of the Purchaser, met with
Lynn Reitnouer in Los Angeles and said the Purchaser would be willing to offer
$6.50 per Share, payable without regard to whether or on what basis the
Stockholder Suits might be settled.
Later on February 4, 1999, the Company's Board of Directors met to consider
the new proposal from the Purchaser. Messrs. Uhrig and Wright did not
participate in the meeting. The Board of Directors (i) approved the amended
Offer proposed by the Purchaser and the Merger which will follow the amended
Offer, (ii) determined that the amended terms of the Offer and the Merger are
fair to and in the best interests of the Company's shareholders and (iii)
recommended that the Company's shareholders accept the amended Offer and tender
their Shares in response to it . The Board also approved amending the Original
Merger Agreement to incorporate the terms of the amended Offer and Merger.
Prior to the opening of trading on February 5, 1999, the Purchaser
announced the amended terms of the Offer and extended the Expiration Date of the
Offer to midnight, New York City time, on February 24, 1999.
On February 5, 1999 the Company and the Purchaser entered into the Amended
Merger Agreement.
The Amended Merger Agreement differs from the Original Merger Agreement
principally in that
- the cash price of the Offer is $6.50 per Share, without regard to the
outcome of efforts to settle the Stockholder Suits (i.e., with no change
in what is being paid based upon whether the Stockholder Suits are
settled);
- the Expiration Time of the Offer (midnight, New York time on February 24,
1999) may not be extended beyond March 8, 1999 without the Company's
consent;
- the Merger is not conditioned on the Purchaser and its stockholders
owning at least 85% of the outstanding Shares after the Purchaser
acquires the Shares which are tendered in response to the Offer;
- because the price being paid in the Offer will be $6.50 per Share without
regard to the outcome of the efforts to settle the Stockholder Suits, the
Merger Consideration will be $6.50 per share without regard to the
outcome of the efforts to settle the Stockholder Suits
- the provisions which permitted the Company to entertain unsolicited
acquisition proposals and terminate the Merger Agreement because of a
Superior Proposal were deleted (the last day for the Company to receive
an acquisition proposal which could have been a basis for it to terminate
the Original Merger Agreement was February 2, 1999).
5. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS. The discussion set forth
in Section 18 of the Offer to Purchase is supplemented as follows.
Antitrust Compliance. Pursuant to the requirements of the Hart Scott
Rodino Antitrust Improvements Act of 1976, as amended, the Purchaser filed a
Notification and Report Form with respect to the Offer and the Merger with the
Antitrust Division of the Department of Justice and the Federal Trade Commission
on January 19, 1999. On January 26, 1999, the FTC informed the Purchaser that
the FTC had granted early
5
<PAGE> 7
termination of the waiting period under the HSR Act for the purchase of the
Shares pursuant to the Offer and the Merger.
Certain Litigation. The Purchaser understands that on January 25, 1999,
MHA filed a Complaint in the matter of Managed Healthcare Associates, Inc., a
New Jersey corporation, v. COHR Inc., a Delaware corporation in Delaware
Chancery Court. Among other things, MHA sought declaratory and injunctive relief
requiring the Company to permit MHA to make its proposal despite standstill
provisions of an existing confidentiality agreement between MHA and the Company
and enjoining the Company from consummating the transaction contemplated by the
Original Merger Agreement. The Purchaser understands that this complaint has
been withdrawn without prejudice.
6. MISCELLANEOUS. The Purchaser has filed with the Commission amendments
to its Schedule 14D-1 and Schedule 13E-3, together with exhibits, pursuant to
the Exchange Act, 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 Commission in the manner set forth
in Section 20 of the Offer to Purchase.
TCF ACQUISITION CORPORATION
February 5, 1999
6
<PAGE> 1
Exhibit (a)(9)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
COHR INC.
AT
$6.50 NET PER SHARE
IN RESPONSE TO THE OFFER TO PURCHASE DATED JANUARY 4, 1999
AND THE SUPPLEMENT TO OFFER TO PURCHASE DATED FEBRUARY 5, 1999
OF
TCF ACQUISITION CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FEBRUARY 24, 1999, UNLESS THE OFFER IS EXTENDED.
The Depositary:
IBJ WHITEHALL BANK & TRUST COMPANY
<TABLE>
<S> <C> <C>
By Registered or Certified Mail: By Facsimile Transaction: By Hand or
Overnight Courier:
P.O. Box 84 (For Eligible Institutions Only)
Bowling Green Station (212) 858-2611 IBJ Whitehall Bank & Trust Company
New York, NY 10274-0084 For Confirmation Telephone One State Street
Attn: Reorganization Operations New York, NY 10004
Department (212) 858-2103 Attn: Securities Processing
Window, SC-1
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A TELEX OR FACSIMILE NUMBER OTHER THAN THE ONES
LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This Letter of Transmittal is to be used to tender shares of common stock
("Shares") of COHR Inc. (the "Company") in response to a solicitation of tenders
by TCF Acquisition Corporation (the "Purchaser"). It must be used whether
certificates evidencing Shares are to be forwarded with this Letter of
Transmittal or whether delivery of Shares is to be made by book-entry transfer
to the account maintained by the Depositary at The Depository Trust Company (the
"Book-Entry Facility") as described in Section 9 of the Offer to Purchase.
Stockholders whose certificates are not immediately available or who cannot
deliver their confirmation of the book-entry transfer of their Shares into the
Depositary's account at the Book-Entry Facility ("Book-Entry Confirmation") on
or before the Expiration Time may use the guaranteed delivery procedure
described in Section 9 of the Offer to Purchase to tender their shares. See
Instruction 2. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE ACCOUNT MAINTAINED BY THE DEPOSITARY AT THE BOOK-ENTRY FACILITY AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution:
Account Number
Transaction Code Number
<PAGE> 2
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(s):
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution which Guaranteed Delivery:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- ------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE(S) TENDERED
(PLEASE FILL IN, IF BLANK) (ATTACH ADDITIONAL LIST IF NECESSARY)
- ------------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER
OF SHARES NUMBER
CERTIFICATE REPRESENTED BY OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
<S> <C> <C> <C>
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
Total Shares
- ------------------------------------------------------------------------------------------------------------------------
* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated it will be assumed that all Shares described above are being tendered. See Instruction
4.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: SIGNATURE MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
<PAGE> 3
Ladies and Gentlemen:
The undersigned hereby tenders to TCF Acquisition Corporation (the
"Purchaser"), a Delaware corporation, the shares of common stock (the "Shares")
of COHR Inc. (the "Company"), a Delaware corporation, listed above, in response
to the Purchaser's offer to purchase all outstanding Shares at a price of $6.50
net per Share, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated January 4, 1999 and the Supplement to Offer to Purchase
dated February 5, 1999 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which terms and conditions
constitute the "Offer").
Subject to, and effective upon, acceptance of the Shares tendered with this
Letter of Transmittal for payment in accordance with the Offer, the undersigned
hereby sells, assigns, and transfers to, or upon the order of, the Purchaser all
right, title and interest in and to all the Shares that are being tendered with
this Letter of Transmittal (and any other Shares or other securities issued or
issuable in respect of those Shares after January 4, 1999) and irrevocably
constitutes and appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to those Shares (and any such
other Shares or securities) with full power of substitution, (that power of
attorney being an irrevocable power coupled with an interest) to (a) deliver
certificates for the Shares (and any such other Shares or securities) or
transfer ownership of the Shares (and any such other Shares or securities) on
the account books maintained by the Book-Entry Facility, together in either case
with all accompanying evidences of transfer and authenticity, to or upon the
order of the Purchaser upon receipt by the Depositary, as the undersigned's
agent, of the purchase price (adjusted, if appropriate, as provided in the Offer
to Purchase), (b) present those Shares (and any such other Shares or securities)
for transfer on the books of the Company and (c) otherwise exercise all rights
of beneficial ownership of the Shares (and any such other Shares or securities),
all in accordance with the terms of the Offer. The sale, assignment and transfer
of Shares include a transfer of the Rights relating to those Shares under a
Rights Agreement dated November 23, 1998 between the Company and ChaseMellon
Shareholder Services LLC.
The undersigned irrevocably appoints the Purchaser, its officers and its
designees, and each of them, the attorneys-in-fact and proxies of the
undersigned, each with full power of substitution, to vote in such manner as
each such attorney-in-fact and proxy or his or its substitute, in his or its
sole discretion deems proper, and otherwise act (including acting by written
consent without a meeting) with respect to, all the Shares tendered by this
Letter of Transmittal which have been accepted for payment by the Purchaser
prior to the time of the vote or action (and any other Shares or securities
issued in respect of those Shares after January 4, 1999). This proxy is
irrevocable and is granted in consideration of, and is effective upon, the
deposit by the Purchaser with the Depositary of the purchase price for the
Shares to which it relates, and acceptance of those Shares for payment, in
accordance with the Offer. That acceptance for payment will revoke all prior
proxies granted by the undersigned with regard to those Shares (and any such
other Shares or other securities) and the undersigned will not give any
subsequent proxies with respect to those Shares.
The undersigned represents and warrants that the undersigned has full power
and authority to tender, sell, assign and transfer the Shares tendered by this
Letter of Transmittal (and any other Shares or other securities issued in
respect of those Shares after January 4, 1999) and that, when those Shares are
accepted for payment by the Purchaser, the Purchaser will acquire good and
unencumbered titled to the Shares (and any such other Shares or securities),
free and clear of all liens, restrictions, charges, encumbrances or adverse
claims. The undersigned, upon request, will execute and deliver any additional
documents deemed by the Depositary or the Purchaser to be necessary or desirable
to complete the sale, assignment and transfer of the Shares tendered by this
Letter of Transmittal (and any such other Shares or other securities) to the
Purchaser.
The authority conferred in this Letter of Transmittal will not be affected
by, and will survive, the death or incapacity of the undersigned, and any
obligation of the undersigned under this Letter of Transmittal or otherwise
resulting from the tender of the Shares to which this Letter of Transmittal
relates will be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned. Except as stated in
the Offer to Purchase, the tender made by this Letter of Transmittal is
irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 9 of the Offer to Purchase and in the
instructions to this Letter of Transmittal will constitute a binding agreement
between the undersigned and the Purchaser upon the terms and subject to the
conditions of the Offer.
<PAGE> 4
Unless otherwise indicated in the box below captioned "Special Payment
Instructions," please issue the check for the purchase price of the Shares
tendered by this Letter of Transmittal, and cause any Shares represented by
certificates accompanying this Letter of Transmittal which are not being
tendered, or are not accepted for payment, in the name(s) of the undersigned.
Similarly, unless otherwise indicated in the box below captioned "Special
Delivery Instructions," please mail the check for the purchase price and deliver
certificates representing any Shares which are not being tendered or are not
accepted for payment (and accompanying documents, as appropriate) to the
undersigned at the address shown below the undersigned's signature. If both the
Special Delivery Instructions and the Special Payment Instructions are
completed, please issue the check for the purchase price and certificates for
any Shares which are not being tendered, or are not accepted for payment, in the
name of, and deliver the check and certificates, or confirmation of transfer of
the Shares at the Book-Entry Facility, to the person or persons indicated.
Stockholders delivering Shares by book-entry transfer may request that any
Shares not accepted for payment be returned by crediting an account at the
Book-Entry Facility, by making an appropriate entry under "Special Payment
Instructions." The undersigned recognizes that the Purchaser has no obligation
pursuant to the Special Payment Instructions or otherwise to transfer any
tendered Shares which are not accepted for payment from the name of the
registered holder of the Shares to the name of another person.
<PAGE> 5
------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if certificates for Shares which are not
tendered or not purchased and the check for the purchase price of Shares
which are purchased are to be issued in the name of someone other than the
undersigned, or if Shares delivered by book-entry which are not purchased
are to be returned by credit to an account maintained at a Book-Entry
Facility other than that designated above.
Issue: [ ] Check [ ] Certificate(s) to:
Name
------------------------------------------------------------
(PLEASE PRINT)
Address
------------------------------------------------------------
------------------------------------------------------------
(INCLUDE ZIP CODE)
------------------------------------------------------------
(TAX IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
[ ] Credit unpurchased Shares delivered by book-entry transfer to the
Book-Entry Facility account set forth below:
------------------------------------------------------------
(ACCOUNT NUMBER)
------------------------------------------------------------
------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if certificates for Shares which are not
tendered or are not purchased and the check for the purchase price of
Shares which are purchased are to be sent to someone other than the
undersigned, or to the undersigned at an address other than that shown
after the undersigned's signature below.
Mail: [ ] Check [ ] Certificate(s) to:
Name
------------------------------------------------------------
(PLEASE PRINT)
Address
------------------------------------------------------------
------------------------------------------------------------
(INCLUDE ZIP CODE)
------------------------------------------------------------
<PAGE> 6
SIGN HERE
(COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE(S) OF OWNER(S)
Dated:
- --------------------------- , 1999
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted with this
Letter of Transmittal. If signature is by trustees, executors, administrators,
guardians, attorneys-at-fact, agents, officers of corporations or others acting
in a fiduciary or representative capacity, please provide the information
described in Instruction 5.)
Name(s) ------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (Full Title)
-----------------------------------------------------------
Address
-------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number( )
-------------------------------------------------
Tax Identification or Social Security No.
---------------------------------------
(COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature
------------------------------------------------------------
Name
----------------------------------------------------------------------------
Title
---------------------------------------------------------------------------
Name of Firm
--------------------------------------------------------------------
Address
-------------------------------------------------------------------------
Area Code and Telephone Number ( )
------------------------------------------------
Dated:
- --------------------------- , 1999
<PAGE> 7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal (i) if this Letter of Transmittal is signed by the
registered holder of the Shares tendered by it (which, for purposes of this
document, includes any participant in the Book-Entry Facility whose name appears
on a security position listing as the owner of Shares) unless the holder has
completed either the box entitled "Special Delivery Instructions" or the box
entitled "Special Payment Instructions" on the reverse of this Letter of
Transmittal or (ii) if those Shares are tendered for the account of a member
firm of a registered national securities exchange or a member of the National
Association of Securities Dealers, Inc. or by a commercial bank or trust company
which has an office or correspondent in the United States (collectively,
"Eligible Institutions"). In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal is to be completed by stockholders either if certificates are being
forwarded with it or, unless an Agent's Message is utilized, tenders of Shares
are being made in accordance with the procedures for delivery by book-entry
transfer set forth in Section 9 of the Offer to Purchase. Certificates for all
physically tendered Shares, or a Book-Entry Confirmation confirming book-entry
transfer of Shares to an account of the Depositary, as the case may be, together
with a properly completed and duly executed Letter of Transmittal (or facsimile
of one) and any other documents required by this Letter of Transmittal, must be
received by the Depositary at one of its addresses set forth above on or prior
to the Expiration Date (as defined in the Offer to Purchase). Stockholders whose
certificates for Shares are not immediately available, or who cannot deliver
Book-Entry Confirmation of book entry transfer of the Shares to the Depositary
on or prior to the Expiration Date, may tender their Shares by properly
completing and executing a Notice of Guaranteed Delivery in accordance with the
guaranteed delivery procedure described in Section 9 of the Offer to Purchase.
Pursuant to that procedure, (i) the tender must be made by or through an
Eligible Institution, (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form provided by the Purchaser, must
be received by the Depositary prior to the Expiration Date and (iii) the
certificates for all physically tendered Shares, or Book-Entry Confirmation of
Shares tendered by book-entry transfer, as the case may be, together with a
properly completed and duly executed Letter of Transmittal (or facsimile of one)
and any other documents required by this Letter of Transmittal, must be received
by the Depositary within three New York Stock Exchange trading days after the
date of execution of the Notice of Guaranteed Delivery, all as provided in
Section 9 of the Offer to Purchase.
The method of delivery of this Letter of Transmittal, the certificates for
Shares and all other required documents, including delivery through the
Book-Entry Facility, is at the option and risk of the tendering stockholder and,
except as otherwise provided in this Instruction 2, the delivery will be deemed
made only when actually received by the Depositary. If delivery is by mail,
registered mail with return receipt requested, properly insured, is recommended.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering stockholders, by execution of
this Letter of Transmittal (or a facsimile of it), waive any right to receive
any notice of the acceptance of their Shares for payment.
3. INADEQUATE SPACE. If the space provided in this Letter of Transmittal
is inadequate, the certificate numbers and numbers of Shares being tendered
should be listed on a separate signed schedule which should be attached to this
Letter of Transmittal.
4. PARTIAL TENDERS. (Not applicable to stockholders who tender by
book-entry transfer). If fewer than all the Shares evidenced by a certificate
are to be tendered, fill in the number of Shares which are to be tendered in the
box entitled "Number of Shares Tendered." In such case, new certificate(s) for
the remainder of the Shares that were evidenced by your old certificate(s) will
be sent to you, unless otherwise provided in the appropriate box on this Letter
of Transmittal, as soon as practicable after the Expiration Date. All Shares
represented by certificates delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
being tendered, the signature(s) must correspond exactly with the name(s) as
written on the face of the certificate(s), without any alteration, enlargement
or change whatsoever.
<PAGE> 8
If any of the tendered Shares are owned of record by two or more joint
owners, all the owners must sign this Letter of Transmittal.
IF TENDERED SHARES ARE REGISTERED IN DIFFERENT NAMES ON DIFFERENT
CERTIFICATES, IT WILL BE NECESSARY TO COMPLETE, SIGN AND SUBMIT AS MANY SEPARATE
LETTERS OF TRANSMITTAL AS THERE ARE DIFFERENT REGISTRATIONS ON CERTIFICATES.
If this Letter of Transmittal or any certificates or stock powers are
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, that person should so indicate when signing, and may be required to
submit evidence satisfactory to the Purchaser of the person's authority so to
act.
When this Letter of Transmittal is signed by the registered owner(s) of the
Shares being tendered, no endorsements of certificates or separate stock powers
are required, unless payment or certificates for Shares which are not tendered
or purchased are to be issued to a person other than the registered owner(s), in
which case, endorsements of certificates or separate stock powers are required
and signatures on those certificates or stock powers must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Shares being tendered, the certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered owner(s) appear on the certificates.
Signatures on the certificates or stock powers must be guaranteed by an Eligible
Institution.
6. STOCK TRANSFER TAXES. Except as set forth in this Instruction 6, the
Purchaser will pay or cause to be paid any stock transfer taxes with respect to
the transfer and sale to it of Shares it purchases pursuant to the Offer. If
payment of the purchase price is to be made to, or if certificates for Shares
which are not tendered or are not purchased are to be registered in the name of,
any person other than the registered holder, or if tendered certificates are
registered in the name of anyone other than the person(s) signing this Letter of
Transmittal, the amount of any stock transfer taxes payable on account of the
transfer to another person (whether imposed on the registered holder or on the
other person) will be deducted from the purchase price unless satisfactory
evidence of the payment of, or an exemption from the need to pay, stock transfer
taxes is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates submitted with this Letter
of Transmittal.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check or certificates
for unpurchased Shares are to be issued in the name of a person other than the
signer of this Letter of Transmittal, or if a check is to be sent or
certificates are to be returned to someone other than the signer of this Letter
of Transmittal or to an address other than the signer's address shown above, the
appropriate boxes on this Letter of Transmittal must be completed. Stockholders
tendering Shares by book-entry transfer may request that any Shares which are
not purchased be credited to an account maintained at the Book-Entry Facility
which the stockholder designates. If no instructions are given, Shares tendered
by book-entry transfer which are not purchased will be returned by crediting the
account at the Book-Entry Facility designated above.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
may be directed to, or additional copies of the Offer to Purchase and this
Letter of Transmittal may be obtained from, the Information Agent its address
set forth below or from your broker, dealer, commercial bank or trust company.
9. WAIVER OF CONDITIONS. The conditions to the Offer may be waived by the
Purchaser, in whole or in part, at any time and from time to time in the
Purchaser's sole discretion, as to any Shares which are tendered.
10. SUBSTITUTE FORM W-9. The tendering stockholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided under "Important Tax Information" below,
and to indicate that the stockholder is not subject to backup withholding by
checking the box in Part 2 of the Substitute Form W-9. Failure to provide the
information on the Substitute Form W-9 may subject the tendering stockholder to
31% Federal income tax withholding from the payment of the purchase price. The
box in Part 3 of the Substitute Form W-9 may be checked if the tendering
<PAGE> 9
stockholder has not been issued a TIN and has applied for a number or intends to
apply for a number in the near future. If the box in Part 3 is checked and the
Depositary is not provided with a TIN within 60 days, the Depositary will
withhold 31% from all payments of the purchase price to be made after expiration
of that 60 day period until a TIN is provided to the Depositary.
Important: This Letter of Transmittal (or a facsimile of it), together with
certificates or confirmation of book-entry transfer and all other required
documents, or a Notice of Guaranteed Delivery, must be received by the
Depositary on or prior to the Expiration Time.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
(DO NOT WRITE IN THE SPACES BELOW)
Date Received _______________ Accepted by _______________ Checked by ________________
-------------------------------------------------------------------------------------------------------------
CERTIFICATES SHARES SHARES CHECK AMOUNT SHARES CERTIFICATE BLOCK
SURRENDERED TENDERED ACCEPTED NO. OF CHECK RETURNED NO. NO.
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
Delivery Prepared by _______________ Checked by _______________ Date ______________________
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
IMPORTANT TAX INFORMATION
Under Federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary with the
stockholder's correct TIN on Substitute Form W-9 below. If the stockholder is an
individual, the TIN is his or her social security number. If the Depositary is
not provided with the correct TIN, the stockholder may be subject, among other
things, to penalties imposed by the Internal Revenue Service. In addition,
payments that are made to the stockholder with respect to Shares purchased
pursuant to the Offer may be subject to backup withholding.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that individual must submit a statement, signed under penalties of
perjury, attesting to the individual's exempt status. A form of statement may be
obtained from the Depositary. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional
instructions.
If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the stockholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of the stockholder's correct TIN by completing
the form below certifying that the TIN provided on the Substitute Form W-9 is
correct (or that the stockholder is awaiting a TIN).
<PAGE> 10
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the social security
number or employer identification number of the record owner of the Shares. If
the Shares being tendered are in more than one name or are not in the name of
the actual owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidelines on which
number to report.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
PAYER'S NAME: IBJ WHITEHALL BANK & TRUST COMPANY
- -----------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT Social Security Number
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW OR -------------------------------------
Employer Identification Number
------------------------------------------------------------------------------------------
Department of the Treasury Part 2 -- Check the box if you are NOT subject to backup withholding under the provisions of
Internal Revenue Service Section 3406(a)(1)(C) of the Internal Revenue Code because (1) you are exempt from backup
withholding, or (2) you have not been notified that you are subject to backup withholding as
a result of failure to report all interest or dividends or (3) the Internal Revenue Service
has notified you that you are no longer subject to backup withholding. [ ]
------------------------------------------------------------------------------------------
PAYER'S REQUEST FOR TAXPAYER CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE Part 3 --
IDENTIFICATION NUMBER (TIN) INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.
SIGNATURE -------------------------- DATE---------------------- Awaiting TIN [ ]
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005-4495
Banks and Brokerage Firms call collect: (212) 269-5550
All others call toll-free: (800) 758-5378
<PAGE> 1
Exhibit (a)(10)
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
COHR INC.
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery, or one substantially in the form
hereof, must be used to accept the Offer (as defined below) (i) if certificates
("Share Certificates") evidencing shares of common stock, par value $0.01 per
share (together with the associated preferred stock purchase rights, the
"Shares"), of COHR Inc., a Delaware corporation (the "Company"), are not
immediately available, (ii) if Share Certificates and all other required
documents cannot be delivered to IBJ Whitehall Bank & Trust Company, as
Depositary (the "Depositary"), prior to the Expiration Time (as defined in the
Offer to Purchase (as defined below)) or (iii) if the procedure for delivery by
book-entry transfer cannot be completed on a timely basis. This Notice of
Guaranteed Delivery may be delivered by hand or mail or transmitted by telegram
or facsimile transmission to the Depositary. See Section 9 of the Offer to
Purchase.
The Depositary for the Offer is:
IBJ WHITEHALL BANK & TRUST COMPANY
By Facsimile Transmission (for Eligible Institutions only):
(212) 858-2611
Confirm by Telephone: (212) 858-2103
<TABLE>
<S> <C>
By Registered or Certified Mail: By Hand or Overnight Courier:
IBJ Whitehall Bank & Trust Company IBJ Whitehall Bank & Trust Company
P.O. Box 84 One State Street
Bowling Green Station New York, NY 10004
New York, NY 10274-0084 Attn: Securities Processing Window, SC-1
Attn: Reorganization Operations Department
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION"
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
<PAGE> 2
LADIES AND GENTLEMEN:
The undersigned hereby tenders to TCF Acquisition Corporation, a Delaware
corporation which is currently owned by Three Cities Fund II, L.P., a Delaware
limited partnership, and Three Cities Offshore II C.V., a Netherlands Antilles
partnership, upon the terms and subject to the conditions set forth in the Offer
to Purchase dated January 4, 1999 and the Supplement to the Offer to Purchase
dated February 5, 1999 (the "Offer to Purchase"), and the related Letter of
Transmittal (the terms and conditions of which, as amended or supplemented from
time to time, together constitute the "Offer"), receipt of each of which is
hereby acknowledged, the number of Shares specified below pursuant to the
guarantee delivery procedures described in Section 9 of the Offer to Purchase.
Number of Shares:
- --------------------------------------------------------------------------------
Name(s) of Record Holder(s):
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Address(es):
- --------------------------------------------------------------------------------
(ZIP CODE)
Area Code and Tel. No:
- --------------------------------------------------------------------------------
Certificate Nos. (if available):
- --------------------------------------------------------------------------------
Check box if Shares will be tendered by book-entry transfer:
[ ] The Depository Trust Company
Signature(s):
- --------------------------------------------------------------------------------
Account Number:
- --------------------------------------------------------------------------------
Dated:
- ------------------------------------, 1999
2
<PAGE> 3
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in the Security Transfer Agents Medallion
Program, hereby guarantees to deliver to the Depositary either the certificates
representing the Shares tendered hereby, in proper form for transfer, or a
Book-Entry Confirmation (as defined in Section 8 of the Offer to Purchase) of a
transfer of such Shares, in any such case together with a properly completed and
duly executed Letter of Transmittal, or a manually signed facsimile thereof,
with any required signature guarantees, or an Agent's Message (as defined in
Section 8 of the Offer to Purchase), and any other documents required by the
Letter of Transmittal within three NASDAQ National Market trading days after the
date of execution of this Notice of Guaranteed Delivery.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares to the Depositary within the time period shown herein.
Failure to do so could result in financial loss to such Eligible Institution.
Name of Firm:
- --------------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
Address:
- --------------------------------------------------------------------------------
(ZIP CODE)
Area Code and Tel. No.:
- --------------------------------------------------------------------------------
Name:
- --------------------------------------------------------------------------------
Title:
- --------------------------------------------------------------------------------
Date:
- ------------------, 1999
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
3
<PAGE> 1
Exhibit(a)(11)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
COHR INC.
AT
$6.50 NET PER SHARE
BY
TCF ACQUISITION CORPORATION
WHICH IS OWNED BY
THREE CITIES FUND II, L.P. AND
THREE CITIES OFFSHORE II C.V.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, FEBRUARY 24, 1999, UNLESS THE OFFER IS EXTENDED.
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by TCF Acquisition Corporation, a Delaware
corporation (the "Purchaser"), which is currently owned by Three Cities Fund II,
L.P., a Delaware limited partnership, and Three Cities Offshore II C.V., a
Netherlands Antilles partnership (the "Three Cities Funds"), to act as
Information Agent in connection with the Purchaser's offer to purchase all
outstanding shares of common stock, par value $0.01 per share (together with the
associated preferred stock purchase rights, the "Shares"), of COHR Inc., a
Delaware corporation (the "Company"), at a price of $6.50 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated January 4, 1999 and the Supplement to Offer to Purchase
dated February 5, 1999 (the "Offer to Purchase"), and the related Letter of
Transmittal (the terms and conditions of which, as amended or supplemented from
time to time, together constitute the "Offer") enclosed herewith. Please furnish
copies of the enclosed materials to those of your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee.
The Offer is not conditioned on any minimum number of Shares being
tendered, nor is it conditioned on the ability of the Purchaser to obtain
financing or on absence of material adverse change regarding the Company while
the Offer is pending, but the Offer is subject to other terms and conditions
contained in the Offer to Purchase.
Enclosed for your information and use are copies of the following
documents:
1. The Supplement to the Offer to Purchase;
2. Letter of Transmittal to be used by holders of Shares in accepting
the Offer and tendering Shares;
3. A letter which may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer;
4. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
5. Return envelope addressed to the Depositary.
<PAGE> 2
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, FEBRUARY 24, 1999, UNLESS THE OFFER IS EXTENDED.
As soon as practicable after the consummation of the Offer, the Purchaser
and its stockholders will take all steps in their power to cause the Purchaser
to be merged with the Company (the "Merger") in a transaction in which the
stockholders of the Purchaser will own all the stock of the corporation which
results from the Merger (essentially, the Company), and the other stockholders
of the Company will receive the same amount of cash per Share as is paid for
Shares tendered in response to the Offer (unless particular stockholders elect
to exercise statutory rights to demand appraisal of their Common Shares under
Delaware law). The Three Cities Funds has guaranteed all the Purchaser's
obligations to make payments in the Merger.
In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of the
certificates evidencing such Shares or timely confirmation of a book-entry
transfer of such Shares into the Depositary's account at the Book-Entry Transfer
Facility (as defined in the Offer to Purchase) pursuant to the procedures set
forth in the Offer to Purchase, a Letter of Transmittal (or a facsimile
thereof), properly completed and duly executed, with any required signature
guarantees or an Agent's Message (as defined in the Offer to Purchase) in
connection with a book-entry transfer, and any other documents required by the
Letter of Transmittal.
If a holder of Shares wishes to tender Shares, but cannot deliver such
holder's certificates or other required documents, or cannot comply with the
procedure for book-entry transfer, prior to the expiration of the Offer, a
tender of Shares may be effected by following the guaranteed delivery procedure
described in Section 9 of the Offer to Purchase.
The Purchaser will not pay any fees or commissions to any broker, dealer or
other person (other than the Information Agent as described in the Offer to
Purchase) in connection with the solicitation of tenders of Shares pursuant to
the Offer. However, the Purchaser will reimburse you for customary mailing and
handling expenses incurred by you in forwarding any of the enclosed materials to
your clients. The Purchaser will pay or cause to be paid any stock transfer
taxes payable with respect to the transfer of Shares to it, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
Any questions or requests for assistance may be directed to the Information
Agent at its telephone numbers and address set forth on the back cover of the
Offer to Purchase. Additional copies of the enclosed material may be obtained
from the Information Agent at its address and telephone numbers set forth on the
back cover of the Offer to Purchase.
Very truly yours,
D. F. King & Co., Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF THE THREE CITIES FUNDS, THE PURCHASER, THE
COMPANY, THE INFORMATION AGENT OR THE DEPOSITARY, OR OF ANY AFFILIATE OF ANY OF
THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE ANY
STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
<PAGE> 1
Exhibit (a)(12)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
COHR INC.
AT
$6.50 NET PER SHARE
BY
TCF ACQUISITION CORPORATION
WHICH IS OWNED
BY
THREE CITIES FUND II, L.P. AND
THREE CITIES OFFSHORE II C.V.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, FEBRUARY 24, 1999, UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration is a Supplement to the Offer to Purchase,
dated February 5, 1999 (the "Supplement"), and a related Letter of Transmittal
(the terms and conditions of which, together with any supplements or amendments
thereto, collectively with the Offer to Purchase dated January 4, 1999 (the
"Offer to Purchase") constitute the "Offer") relating to the offer by TCF
Acquisition Corporation, a Delaware corporation (the "Purchaser") which is
currently owned by Three Cities Fund II, L.P., a Delaware limited partnership,
and Three Cities Offshore II C.V., a Netherlands Antilles partnership, to
purchase all outstanding shares of common stock, par value $.01 per share
(together with the associated preferred stock purchase rights the "Shares"), of
COHR Inc., a Delaware corporation (the "Company"), at a price of $6.50 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase and Supplement and in the related Letter of
Transmittal.
WE ARE THE HOLDER OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER
OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR
ACCOUNT.
Accordingly, we request instructions as to whether you wish to have us
tender, on your behalf, any or all Shares held by us for your account pursuant
to the terms and conditions set forth in the Offer.
Please note the following:
1. The Offer Price is $6.50 per Share, net to you in cash, upon the
terms and subject to the conditions set forth in the Offer. If the Offer
Price is increased (i) the increased amount will be paid to all
stockholders who tender
<PAGE> 2
Common Shares, including those who tender Shares before the Stockholder
Suits are settled, and (ii) the Purchaser will extend the Expiration Time
until at least 10 business days after it publicly announces the increased
Offer Price.
2. The Board of Directors of the Company has unanimously approved the
Offer and the Merger (as defined below) and determined that the terms of
the Offer and the Merger are fair to, and in the best interests of, the
stockholders of the Company and unanimously recommends that the
stockholders of the Company accept the Offer and tender their Shares.
3. The Offer is being made for all outstanding Shares.
4. If, after the Purchaser purchases all the Shares which are
properly tendered in response to the Offer and not withdrawn, the Purchaser
and its stockholders will take all steps in their power (including voting
their Common Shares) to cause the Purchaser to be merged with the Company
(the "Merger") in a transaction in which the stockholders of the Purchaser
will own all the stock of the corporation which results from the Merger
(essentially, the Company), and the other stockholders of the Company will
receive the same amount of cash per Share as is paid for Shares tendered in
response to the Offer (unless particular stockholders elect to exercise
statutory rights to demand appraisal of their Common Shares).
5. The Offer is conditioned upon, among other things, the
satisfaction or waiver of certain conditions to the obligations of the
Purchaser and the Company to consummate the Offer and the transactions
contemplated by the Merger Agreement. The Offer is not conditioned on a
minimum number of Shares being tendered in the Offer, nor is it conditioned
on the Purchaser's obtaining financing or on there being no material
adverse change regarding the Company while the Offer is pending. The
waiting periods imposed by the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, and the regulations thereunder have been terminated.
6. Tendering stockholders will not be obligated to pay brokerage fees
or commissions or, except as otherwise provided in Instruction 6 of the
Letter of Transmittal, stock transfer taxes on the purchase of Shares by
the Purchaser pursuant to the Offer.
7. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on February 24, 1999, unless the Offer is extended in
accordance with the terms of the Merger Agreement.
If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form set forth below. If you authorize the tender of your
Shares, all such Shares will be tendered unless otherwise specified below. An
envelope to return your instructions to us is enclosed. Your instructions should
be forwarded to us in ample time to permit us to submit a tender on your behalf
prior to the expiration of the Offer.
For purposes of the Offer, the Purchaser shall be deemed to have accepted
for payment, and thereby purchased, tendered Shares, if, as and when the
Purchaser gives oral or written notice to the Depositary of the Purchaser's
acceptance of such Shares for payment. Upon the terms and subject to the
conditions of the Offer, payment for Shares purchased pursuant to the Offer will
in all cases be made only after timely receipt by IBJ Whitehall Bank & Trust
Company (the "Depositary") of (a) Share Certificates (or a timely Book-Entry
Confirmation (as defined in the Offer to Purchase) with respect to such Shares)
into the account maintained by the Depositary at the Depository Trust Company
(the "Book-Entry Transfer Facility"), pursuant to the procedures set forth in
Section 9 of the Offer to Purchase, (b) the Letter of Transmittal (or a
facsimile thereof), properly completed and duly executed, with any required
signature guarantees or an Agent's Message (as defined in the Offer to
Purchase), in connection with a book-entry delivery, and (c) any other documents
required by the Letter of Transmittal. Accordingly, payment may not be made to
all tendering stockholders at the same time depending upon when certificates for
or Book Entry Confirmations into the Depositary's account at the Book-Entry
Transfer Facility are actually received by the Depositary. UNDER NO
CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE SHARES TO BE
PAID BY THE PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN
MAKING SUCH PAYMENT.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares residing in any jurisdiction in which the making of
the Offer or the acceptance thereof would not be in compliance with the laws of
such jurisdiction. In any jurisdiction where securities, blue-sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on behalf of the Purchaser by one or more registered brokers
or dealers that are licensed under the laws of such jurisdiction.
2
<PAGE> 3
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE
FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK
OF
COHR INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Supplement, dated February 5, 1999, and the related Letter of Transmittal in
connection with the offer by TCF Acquisition Corporation, a Delaware corporation
(the "Purchaser") which is currently owned by Three Cities Fund II, L.P., a
Delaware corporation, and Three Cities Offshore II C.V., a Netherlands Antilles
partnership, to purchase all outstanding shares of common stock, par value $.01
per share (the "Shares"), of COHR Inc., a Delaware corporation.
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or if no number is indicated below, all Shares) which are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
Number of Shares to Be Tendered: Date:
------------ ----------------------------
SIGN HERE
Signature(s)
- --------------------------------------------------------------------------------
Print Name(s)
- --------------------------------------------------------------------------------
Print Address(es)
- --------------------------------------------------------------------------------
Area Code and Telephone Number(s)
- ------------------------------------------------------------------------------
Taxpayer Identification
or Social Security Numbers(s)
- --------------------------------------------------------------------------------
3
<PAGE> 1
Exhibit (a)(13)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.
SOCIAL SECURITY NUMBERS HAVE NINE DIGITS SEPARATED BY TWO HYPHENS: I.E.
000-00-0000. EMPLOYER IDENTIFICATION NUMBERS HAVE NINE DIGITS SEPARATED BY ONLY
ONE HYPHEN: 00-0000000. THE TABLE BELOW WILL HELP DETERMINE THE NUMBER TO GIVE
THE PAYER.
<TABLE>
<C> <S> <C>
- ------------------------------------------------------------
GIVE THE
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY
NUMBER OF--
- ------------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals (joint The actual owner of
account) the account or, if
combined funds, the
first individual on
the account(1)
3. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
4. a. The usual revocable savings The grantor-
trust account (grantor is also trustee(1)
trustee)
b. So-called trust account that is The actual owner(1)
not a legal or valid trust
under state law
5. Sole proprietorship account The owner(3)
6. Sole proprietorship The owner(3)
7. A valid, estate, or pension trust The legal entity
(Do not furnish the
identifying number
of the personal
representative or
trustee unless the
legal entity itself
is not designated
in the account
title.)(4)
- ------------------------------------------------------------
- ------------------------------------------------------------
GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF--
- ------------------------------------------------------------
8. Corporate account The corporation
9. Religious, charitable or The organization
educational organization account
10. Partnership account held in the The partnership
name of the partnership
11. Association, club, or other tax- The organization
exempt organization
12. A broker or registered nominee The broker or
nominee
13. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a state or
local government, school district
or prison) that receives
agricultural program payments
- ------------------------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your social security number or
employer identification number.
(4) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE> 2
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
business and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service.
To complete Substitute Form W-9 if you do not have a taxpayer identification
number, write "Applied For" in the space for the taxpayer identification number
in Part I, sign and date the Form, and give it to the requester. Generally, you
will then have 60 days to obtain a taxpayer identification number and furnish it
to the requester. If the requester does not receive your taxpayer identification
number within 60 days, backup withholding, if applicable, will begin and
continue until you furnish your taxpayer identification number to the requester.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
The following is a list of payees exempt from backup withholding. For interest
and dividends, all listed payees are exempt except item (9). For broker
transactions, payees listed in items (1) through (13) and a person registered
under the Investment Advisers Act of 1940 who regularly acts as a broker are
exempt. Payments subject to reporting under sections 6041 and 6041A are
generally exempt from backup withholding only if made to payees described in
items (1) through (7), except a corporation that provides medical and health
care services or bills and collects payments for such services is not exempt
from backup withholding. Only payees described in items (2) through (6) are
exempt from backup withholding for barter exchange transactions, patronage
dividends, and payments by certain fishing boat operators.
(1) A corporation
(2) An organization exempt from tax under section 501(a), or an IRA, or a
custodial account under section 403(b)(7).
(3) The United States or any of its agencies or instrumentalities.
(4) A state, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities.
(5) A foreign government or any of its political subdivisions, agencies, or
instrumentalities.
(6) An international organization or any of its agencies or
instrumentalities.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the United
States or a possession of the United States.
(9) A futures commission merchant registered with the Commodity Futures
Trading Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the
Investment Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or listed in
the most recent publication of the American Society of Corporate
Securities, Inc., Nominee List.
(15) A trust exempt from tax under section 664 or described in section 4947.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under Section 1441.
- Payments to partnership not engaged in a trade or business in the United
States and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by certain foreign organizations.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you have not provided
your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- Payments described in section 6049(b)(5) to non-resident aliens.
- Payments on tax-free covenant bonds under section 1451 of the Code.
- Payments made by certain foreign organizations.
- Mortgage interest paid to you.
EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE SUBSTITUTE FORM W-9 TO AVOID POSSIBLE
ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER. FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND
DATE THE FORM AND RETURN IT TO THE PAYER.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see Sections 6041, 6041(a), 6042, 6044, 6045, 6049 and
6050A and 6050N of the Code and the regulations promulgated therein.
PRIVACY ACT NOTICE.--Section 6109 requires recipients of dividends, interest, or
other payments to give taxpayer identification numbers to payers who must report
the payments to IRS. The IRS uses the numbers for identification purposes and to
help verify the accuracy of your tax return. Payers must be given the numbers
whether or not recipients are required to file tax returns. Payers must
generally withhold 31% of taxable interest, dividends, and certain other
payments to a payee who does not furnish a taxpayer identification number to a
payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE
<PAGE> 1
Exhibit (a)(14)
TCF ACQUISITION CORPORATION
C/O THREE CITIES RESEARCH, INC.
650 MADISON AVENUE
NEW YORK, NEW YORK 10022
FEBRUARY 3, 1999
COMPANY CONTACT: W. ROBERT WRIGHT II, (212) 605-3217
FOR IMMEDIATE RELEASE
NEW YORK, NEW YORK, February 3, 1999 -- Three Cities Research, Inc.
today announced that TCF Acquisition Corporation has extended to 12:00 midnight,
New York City time on February 16, 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 3, 1999.
At 3:00 p.m., New York City time on February 3, 1999, 1,077,229 shares
had been tendered. Shareholders of TCF Acquisition Corporation already own
3,085,425 shares.
# # #
<PAGE> 1
Exhibit(a)(15)
TCF ACQUISITION CORPORATION
C/O THREE CITIES RESEARCH, INC.
650 MADISON AVENUE
NEW YORK, NEW YORK 10022
SOURCE: Three Cities Research, Inc.
CONTACT: W. Robert Wright, II, Three Cities Research, Inc. at (212) 605-3217
FOR IMMEDIATE RELEASE
THREE CITIES FUNDS INCREASE COHR INC. TENDER OFFER PRICE
NEW YORK, NEW YORK, February 4, 1999 - Three Cities Fund II, L.P. and Three
Cities Offshore II C.V. announced today that they have increased the price they
will pay for shares of COHR Inc. (Nasdaq: CHRI) tendered in response to their
tender offer and extended the expiration date of the tender offer.
The revised price being offered by the Three Cities Funds is $6.50 net per
share in cash. In the tender offer as originally made on January 4, 1999, they
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 do not
expect to extend the expiration date beyond February 24, 1999.
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 already own 48.3% of COHR's common stock. The tender
offer and the merger are a means for the Three Cities Funds to acquire the
shares they do not already own.
The change in the tender offer price was made after COHR's Board of
Directors had received a letter in which a company proposed to pay $7 per share
for COHR's common stock if the company satisfactorily completed its due
diligence and could negotiate a satisfactory merger agreement. That letter 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. COHR's Board of Directors has
determined that the revised transaction with the Three Cities Funds would be
fair to COHR's stockholders, and in their best interests, despite the
possibility of a transaction with the other company.
<PAGE> 1
Exhibit (a)(16)
David W. Bernstein
Partner
DIRECT TELEPHONE 212-878-8342
DIRECT FACSIMILE 212-878-8375
[email protected]
February 2, 1999
Robert B. Knauss, Esq.
Munger, Tolles & Olson LLP
355 South Grand Avenue
Los Angeles, California 90071
Dear Rob:
I have reviewed the letter dated today from Charles Weisman, an attorney for
Managed Health Care Associates, Inc., to Kevin Masuda of your firm in which Mr.
Weisman says MHA "wishes to consummate a transaction in which it would be
willing to pay $7.00 per share to the stockholders of COHR, Inc.," and which Mr.
Weisman apparently believes constitutes, for purposes of the Plan and Agreement
of Merger dated December 24, 1998 between COHR Inc. and TCF Acquisition
Corporation, a Superior Proposal received within 20 business days after TCF
Acquisition filed its Schedule 14D-1 with the SEC (which period ends today).
Mr. Weisman's letter clearly is not a proposal at all. Putting aside the fact
that the letter comes from an attorney for MHA to an attorney in your office,
not from MHA to COHR, the letter says "If MHA satisfactorily completes due
diligence and can negotiate a satisfactory merger agreement, MHA would be
prepared to consummate the transaction along the lines outlined above." While
the need to negotiate a satisfactory merger agreement might not prevent what is
said in Mr. Weisman's letter from constituting a "proposal," the requirement
that MHA satisfactorily completes due diligence clearly precludes Mr. Weisman's
letter from being a proposal.
The contingent nature of what is said in Mr. Weisman's letter is hugely
heightened by the letter from Banque National de Paris dated February 2, 1999
which Mr. Weisman encloses, and refers to as a "highly confident letter." The
BNP letter says that "assuming completion by [MHA] and BNP of a due diligence
investigation with respect to the assets and business of COHR and its
subsidiaries in scope, and with results, satisfactory to [MHA] and [BNP],
including satisfaction as to the status of pending litigation and the operating
performance of MasterPlan," BNP is highly confident that it would be able to
arrange a syndicate of lenders for the proposed financing MHA needs. In other
words, BNP said that if it becomes satisfied that COHR's principal problems are
not really problems, it is highly confident it can arrange a loan syndication.
Further, even that highly contingent view of the possibility BNP can syndicate
the financing MHA requires is "with the further condition that cash plus an
account receivable due from the United States Internal Revenue Service (BNP
shall be satisfied that such receivable shall be a valid obligation of the
United States government) shall total at least $12 million . . ." If, following
several days of review of COHR documents and meetings with key COHR personnel,
BNP is not convinced that the receivable from the Internal Revenue Service is a
"valid obligation of the United States government," it is
<PAGE> 2
difficult to imagine how anything but an acknowledgement of liability by the
Internal Revenue Service will satisfy BNP. As you know, even if there is no
dispute about the fact that the payment from the Internal Revenue Service is
due, it could easily take weeks or months to get the Internal Revenue Service to
acknowledge that fact.
Obviously, the financing described in the BNP letter is critical to MHA's
ability to carry out the transaction described in Mr. Weisman's letter. It would
constitute 100% of the funds MHA would use for the transaction. That fact in
itself casts further doubt on the possibility of the transaction described in
Mr. Weisman's letter taking place. As you know, 100% financing for acquisitions
has virtually never been available in recent years, except to the most highly
credit worthy entities which borrow on the basis of their corporate credit
rather than on the basis of the value of the company being acquired. Perhaps it
is significant that, although BNP is "highly confident" that if the conditions
described in its letter are satisfied, it will be able to arrange a syndicate of
lenders, there is no statement that BNP would be one of those lenders.
If there were any question about MHA's certainty that it can carry out the
transaction described in Mr. Weisman's letter, that is dispelled by the
astonishing statement at the end of the letter that the "proposal" is
conditioned upon the Company not disclosing the identity of MHA or any of its
shareholders in any public filing. Clearly, MHA does not want to face the
embarrassment of having to retract a proposal after it has been announced to the
public. Of course, COHR probably cannot comply with the condition if COHR's
board is going to treat the transaction described in Mr. Weisman's letter as a
serious possible alternative to the TCF Acquisition Corporation transaction.
Having seen the letters from Mr. Weisman and BNP, I am confident that COHR's
Board of Directors will agree that those letters do not constitute a proposal at
all, much less a Superior Proposal. At most, they constitute a statement that at
some time in the reasonably near future, MHA might be in a position to make a
proposal which the COHR Board of Directors might determine to be a Superior
Proposal. That, of course, would not satisfy the requirement in the Plan and
Agreement of Merger between COHR and TCF Acquisition Corporation that the
Superior Proposal be received within 20 business days after the Schedule 14D-1
was filed with the SEC. However, because of the extreme disruption to the TCF
Acquisition transaction which would result if the COHR Board treated Mr.
Weisman's letter as a serious proposal and MHA did not complete the transaction
described in that letter, I think it is important that you know why we have
advised TCF Acquisition Corporation that we do not believe the letters which
were received today could, as a matter of law, constitute a Superior Proposal as
that term is used in the Plan and Agreement of Merger.
We believe the letters make it clear that, at this time, MHA does not have the
financial resources necessary to carry out the transaction described in its
letter. Therefore, MHA cannot meet the requirement of clause (y) of the
definition of "Superior Proposal" in Paragraph 7.1(e) of the Plan and Agreement
of Merger between COHR and TCF Acquisition. Further, the highly contingent
nature of the confidence expressed in the letter from BNP, combined with the
fact that MHA is seeking 100% financing, makes it difficult to view what is
described in Mr. Weisman's letter as "not subject to a financing contingency"
(another requirement of clause (y) of the definition of "Superior Proposal").
Also, it is so difficult to understand how anybody could view the approximately
9.8% difference between the $7 per share described in Mr. Weisman's letter and
the $6.375 per share TCF Acquisition almost surely will be paying to the COHR
stockholders as justifying rejecting the TCF Acquisition transaction in favor of
the highly conditional and contingent transaction described in Mr. Weisman's
letter that we think there is serious question whether COHR's board could, in
good faith, determine it to be more favorable to the Company's stockholders than
the Tender Offer and Merger under the Plan
<PAGE> 3
and Agreement of Merger (a requirement of clause (z) of the definition of
"Superior Proposal"). Finally, there is the point made above that Mr. Weisman's
letter does not constitute a proposal at all; it only constitutes a statement
that MHA may in the future be able to propose the transaction described in Mr.
Weisman's letter.
Frankly, it is our client's belief that the principal purpose of what MHA has
done today is to try to create confusion in order to disrupt the TCF Acquisition
Corporation tender offer, in the hope that MHA will in the future be able to
make a proposal which may be superior to that of TCF Acquisition Corporation. I
do not know whether that is or is not correct. However, it is clear that if the
COHR Board were to treat Mr. Weisman's letter as a serious proposal which could
constitute a Superior Proposal under the Plan and Agreement of Merger between
COHR and TCF Acquisition Corp. the damage to the TCF Acquisition transaction,
and the resulting harm to COHR and to its stockholders could be significant. As
more than 48% owners of COHR and the bidder for the remainder of COHR's stock,
TCF Acquisition and its shareholders very much hope that does not occur.
Very truly yours,
David W. Bernstein
<PAGE> 1
Exhibit (a)(17)
February 3, 1999
Mr. Lynn P. Reitnouer
Chairman of the Board
COHR Inc.
21540 Plummer Street
Chatsworth, CA 91311-4103
Dear Lynn:
As you know, Three Cities Fund II, Three Cities Offshore II and TCF Acquisition
Corporation strongly believe that the letter Charles Weisman sent to COHR Inc.
yesterday, even supplemented as it apparently was yesterday evening, did not
meet the minimum requirements for a Superior Proposal as that term is defined in
Paragraph 7.1(e) of the Plan and Agreement of Merger between COHR Inc. and TCF
Acquisition Corporation. Nonetheless, COHR's Board apparently determined that
Mr. Weisman's letter did constitute a Superior Proposal.
While the Three Cities Funds are confident they will prevail if the issue of
whether Mr. Weisman's letter could be a Superior Proposal is tested in court, as
holders of more than 48% of COHR's stock, the Three Cities Funds are very much
concerned about the harm to COHR's business, and therefore to its stockholders,
if COHR continues to pursue the possible transaction with Managed Healthcare
Associates described in Mr. Weisman's letter. Managed Healthcare Associates is a
competitor of COHR. Its due diligence efforts inevitably give it access to
information it can use to competitive advantage against COHR. Further,
announcement that Managed Healthcare Associates might acquire COHR could
seriously, and perhaps irreparably, impair COHR's relationships with at least
some of its customers and key employees. Therefore, in order to eliminate any
concerns the COHR Board might have about the transaction described in the Plan
and Agreement of Merger between COHR and TCF Acquisition, and make it even
clearer that the transaction described in Mr. Weisman's letter, as supplemented,
is not more favorable to COHR's stockholders than the Tender Offer and the
Merger under the Plan and Agreement of Merger between TCF Acquisition and COHR,
TCF Acquisition is prepared to modify that Plan and Agreement of Merger as
follows:
1. TCF Acquisition will pay $5.50 per share for shares which are purchased
through the Tender Offer.
2. The expiration date of the Tender Offer will be not less than 10
business days, and not more than 20 business days, after the revised
terms of the Tender Offer are announced. TCF Acquisition will pay,
promptly after the Tender Offer expires, $5.50 for each share which is
properly tendered and not withdrawn.
3. As promptly as practicable after the Tender Offer expires, TCF
Acquisition will cause the Merger of TCF Acquisition to take place and
the COHR stockholders other than TCF Acquisition and its affiliates to
receive $5.50 per share as a result of the Merger.
4. If the stockholder litigation is settled within 210 days after the
Tender Offer was initially commenced (i.e., by August 2, 1999) on a
basis which will not require COHR to pay more than $1 million net of
any insurance proceeds, TCF Acquisition will pay an additional $1.50
per share to the persons whose shares were purchased through the Tender
Offer or who were stockholders at the time of the Merger (increasing
the total payment to $7 per share).
5. Paragraphs 5.4(b), 5.4(c), 7.1(e), 7.1(f), 9.2 and 9.4 will be deleted
from the Plan and Agreement of Merger.
<PAGE> 2
The proposal to modify the Plan and Agreement of Merger as described above will
remain available until 7:00 P.M., New York City time, on February 3, 1999. If by
that time, COHR's Board of Directors (i) determines that the amended Plan and
Agreement of Merger is more favorable to the Company's stockholders than what is
contained in Mr. Weisman's letter, as supplemented by the additional agreements
apparently made last night, (ii) determines that, notwithstanding the letter
from Mr. Weisman, as supplemented, the amended Tender Offer and Merger are fair
to and in the best interest of COHR and its stockholders, (iii) approves the
amendments to the Plan and Agreement of Merger and (iv) resolves to recommend
that COHR's stockholders accept the amended Tender Offer, tender their shares in
response to the amended Tender Offer, and adopt and approve the amended Plan and
Agreement of Merger with TCF Acquisition and the Merger, TCF Acquisition will
promptly executed an Amended Plan and Agreement of Merger containing the amended
terms and announce the revised terms of the Tender Offer. If COHR's Board of
Directors does not do that by 7:00 P.M. on February 3, 1999, the offer to amend
the Plan and Agreement of Merger set forth above will terminate. At that time,
the Three Cities Funds and TCF Acquisition intend to pursue their legal
remedies.
Very truly yours,
TCF ACQUISITION CORPORATION
By: __________________________________
President
