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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)*
Coinmach Laundry Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
- --------------------------------------------------------------------------------
Common Stock, $.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
- --------------------------------------------------------------------------------
19259L101
------------------------------
(CUSIP Number)
Jeffrey S. O'Connor, c/o Kirkland & Ellis
200 East Randolph Drive, Chicago, IL 60601 (312) 861-2000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 23, 1996**
------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-I(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior page.
**If and to the extent the Event requiring filing of this statement occurred on
July 23, 1996, this filing is made as a consequence thereof; provided, however,
that the filing of this statement shall not be construed as an admission that a
filing is required with respect to the events described in this statement. See
Item 4 of this statement.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes)
<PAGE>
SCHEDULE 13D
CUSIP NO. 19259L101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDER, THOMA, CRESSEY, RAUNER FUND IV, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(f) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,556,114 (SEE ITEM 5)
BENEFICIALLY ---------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0 (SEE ITEM 5)
REPORTING ---------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 4,556,114 (SEE ITEM 5)
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 (SEE ITEM 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,556,114 (SEE ITEM 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% (SEE ITEM 5)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 19259L101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GTCR IV, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [_]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(f) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 (SEE ITEM 5)
---------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 4,556,114 (SEE ITEM 5)
BENEFICIALLY ---------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0 (SEE ITEM 5)
REPORTING ---------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,556,114 (SEE ITEM 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,556,114 (SEE ITEM 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% (SEE ITEM 5)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 19259L101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDER, THOMA, CRESSEY, RAUNER, INC.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [_]
(B) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(f) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0 (SEE ITEM 5)
BENEFICIALLY ---------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 4,556,114 (SEE ITEM 5)
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,556,114 (SEE ITEM 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,556,114 (SEE ITEM 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% (SEE ITEM 5)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
COINMACH LAUNDRY CORPORATION
(CUSIP NO. 19259L101)
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Class A Common Stock, par value
$.01 per share ("Common Stock"), of Coinmach Laundry Corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is
55 Lumber Road, Roslyn, New York 11576.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed jointly by each of the following
persons pursuant to Rule 13d-(1)(f) promulgated by the Securities and
Exchange Commission (the "SEC") under Section 13 of the Securities Act of
1934, as amended (the "Act"): (i) Golder, Thoma, Cressey, Rauner Fund IV,
L.P., a Delaware limited partnership (the "Fund"), by virtue of its direct
beneficial ownership of Common Stock, (ii) GTCR IV, L.P., a Delaware
limited partnership ("GTCR IV"), by virtue of it being the general partner
of the Fund, and (iii) Golder, Thoma, Cressey, Rauner, Inc., a Delaware
corporation ("GTCR Inc."), by virtue of it being the general partner of
GTCR IV. The Fund, GTCR IV and GTCR Inc. are sometimes referred to herein
individually as a "Reporting Person" and collectively as the "Reporting
Persons."
Information with respect to each of the Reporting Persons is
given solely by such Reporting Person, and no Reporting Person assumes
responsibility for the accuracy or completeness of information by another
Reporting Person. By their signature on this statement, each of the
Reporting Persons agrees that this statement is filed on behalf of such
Reporting Person.
The Reporting Persons may be deemed to constitute a "group" for
purposes of Section 13(d)(3) of the Act. The Reporting Persons and the
other parties to the Voting Agreement (as defined in Item 4) may also be
deemed to constitute a "group" for purposes of Section 13(d)(3) of the Act.
The Reporting Persons expressly disclaim that they have agreed to act as a
group other than as described in this statement.
Certain information required by this Item 2 concerning the
directors, executive officers and controlling persons of GTCR Inc. is set
forth on Schedule A attached hereto, which is incorporated herein by
reference.
(b) The address of the principal business and principal office of
each of the Reporting Persons is 6100 Sears Tower, Chicago, IL 60606.
(c) The principal business of each of the Reporting Persons is to
make investments in common stock and other interests in business
organizations, domestic or foreign, with the principal objective of
appreciation of capital invested.
(d) During the past five years, none of the Reporting Persons
nor, to the best knowledge of such persons, any of the persons named in
Schedule A to this statement has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, none of the Reporting Persons
nor, to the best knowledge of such persons, any of the persons named in
Schedule A to this statement was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of
which such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activity
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) All individuals named in Schedule A to this statement are
citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Fund and Coinmach Corporation, a Delaware corporation and
wholly-owned subsidiary of the Issuer ("Coinmach"), as successor in
interest to The Coinmach Corporation, a Delaware corporation ("TCC"), are
parties to an Equity Purchase Agreement (the "TCC Purchase Agreement"),
dated as of January 31, 1995, as amended by the Omnibus Agreement, dated as
of November 30, 1995, among the Issuer, Solon Automated Services, Inc.
("Solon"), TCC and certain other signatories thereto (the "Omnibus
Agreement"). Copies of the TCC Purchase Agreement and the Omnibus Agreement
were filed by Coinmach with the SEC as Exhibits 10.2 and 10.20,
respectively, to Coinmach's Registration Statement on Form S-1
(Registration No. 333-00620) ("Coinmach's Registration Statement") and are
incorporated herein by reference. Pursuant to the TCC Purchase Agreement,
on January 31, 1995, the Fund
<PAGE>
acquired 72,516 shares of Class A Common Stock of TCC for a total purchase
price of approximately $10,500,000. The source of such funds was internal
capital.
The Fund and the Issuer (formerly known as SAS Acquisitions Inc.)
are parties to an Equity Purchase Agreement, dated as of July 26, 1995, as
amended by the Omnibus Agreement (the "SAS Purchase Agreement"). A copy of
the SAS Purchase Agreement was filed by Coinmach with the SEC as Exhibit
10.21 to Coinmach's Registration Statement and is incorporated herein by
reference. Pursuant to the SAS Purchase Agreement, on July 26, 1995, the
Fund acquired 72,153 shares of Class A Common Stock of the Issuer for a
total purchase price of approximately $5,517,582. The source of such funds
was internal capital.
On November 30, 1995, in connection with the merger of TCC with
and into Coinmach, pursuant to the terms and conditions of an Agreement and
Plan of Merger, dated November 30, 1995, among TCC, Solon and the Issuer
(the "Agreement and Plan of Merger"), the 72,516 shares of Class A Common
Stock of TCC owned by the Fund were exchanged for 125,532.4476 shares of
Class F Common Stock of the Issuer. A copy of the Agreement and Plan of
Merger was filed by Coinmach with the SEC as Exhibit 2.1 to Coinmach's
Registration Statement and is incorporated herein by reference.
On July 17, 1996, in connection with the initial public offering
(the "Initial Public Offering") of shares of Common Stock of the Issuer,
pursuant to the terms and conditions of a Reclassification Agreement, dated
July 17, 1996, among the Issuer and the holders of its capital stock (the
"Reclassification Agreement"), the 72,153 shares of Class A Common Stock of
the Issuer owned by the Fund were exchanged for and split into 1,662,931
shares of Common Stock and 310.5 shares of Series A Preferred Stock of the
Issuer (the "Series A Preferred Stock"), and the 125,532.4476 shares of
Class F Common Stock of the Issuer owned by the Fund were exchanged for and
split into 2,893,183 shares of Common Stock and 614.0 shares of Series A
Preferred Stock. A copy of the Reclassification Agreement was filed by the
Issuer with the SEC as Exhibit 10.45 to the Issuer's Report on Form 10-Q
for the quarter ended June 28, 1996 (File No. 1-11907) (the "Issuer's June
10-Q") and is incorporated herein by reference.
On July 23, 1996, pursuant to the terms of the Series A Preferred
Stock, the 924.5 shares of Series A Preferred Stock owned by the Fund were
redeemed by the Issuer for an aggregate amount of approximately
$17,776,941.
The summaries of the agreements referred to in this Item 3 and
elsewhere in this statement are not intended to be complete and are
qualified in their entirety by reference to the detailed provisions of such
agreements incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
The Fund owns the 4,556,114 shares of Common Stock held by it for
investment purposes. Depending on market conditions and other factors
(including evaluation of the Issuer's businesses and prospects,
availability of funds, alternative uses of funds and general economic
conditions), the Fund may from time to time acquire additional securities
of the Issuer or dispose of all or a portion of its investment in the
Issuer.
Prior to the effectiveness of the Issuer's Registration Statement
on Form 8-A with respect to the Common Stock, the terms of a Voting
Agreement (the "Voting Agreement") by and among the Fund, MCS Capital, Inc.
("MCS"), the President and Fellows of Harvard College ("Harvard"), Mitchell
M. Blatt, Robert M. Doyle, Michael E. Stanky, Charles Prato, James N.
Chapman, Michael E. Marrus, David Tulkop, Russell Harrison and S.A. Spencer
(together, the "Voting Stockholders") and the Issuer were established and
the Issuer and the Voting Stockholders agreed to execute the Voting
Agreement concurrently with the closing of the Initial Public Offering. On
July 23, 1996, concurrent with the closing of the Initial Public Offering
the Voting Stockholders and the Issuer executed the Voting Agreement. A
copy of the Voting Agreement was filed by the Issuer with the SEC as
Exhibit 10.55 to the Issuer's June 10-Q and is incorporated herein by
reference. Heller Financial, Inc. ("Heller"), which holds 240,324 shares of
the Issuer's nonvoting Class B Common Stock, par value $.01 per share (the
"Nonvoting Common Stock"), and Jackson National Life Insurance Company
("Jackson National"), which holds 240,324 shares of Nonvoting Common Stock,
have agreed to become parties to the Voting Agreement if and when they
convert Nonvoting Common Stock into Common Stock.
The Voting Agreement provides that each of the Voting
Stockholders will vote its shares of Common Stock and take all other
necessary or desirable actions so that the Board of Directors of the Issuer
will initially consist of five members, (i) two of which will be designated
by the Fund, (ii) two of which will be members of the Issuer's management
or employees or officers of the Issuer, in each case designated by the
holders of a majority of the Common Stock held by the Issuer's executive
officers, and (iii) one of which will be an individual designated by the
Fund and reasonably acceptable to Stephen R. Kerrigan. Additionally, the
Voting Agreement provides that the size of the Board of Directors may be
increased by up to two members who will be independent directors. The
independent directors will be designated by the mutual agreement of the
Fund and Mr. Kerrigan.
<PAGE>
In the event the size of the Board of Directors is increased
above seven members or decreased below five members, the additional or
remaining directorships will be apportioned evenly between (i) directors
designated by the Fund, and (ii) directors designated by the holders of a
majority of Common Stock held by the Issuer's executive officers. Whenever
the additional or remaining directorships cannot be apportioned evenly, the
remaining directorship will be an outside director designated by the Fund
and Mr. Kerrigan.
The Voting Agreement will terminate at such time as the Fund
holds in the aggregate less than 20% of all issued and outstanding shares
of Common Stock. Shares of Common Stock held by the Voting Stockholders
will cease to be subject to the Voting Agreement when such shares are
either (i) registered and sold under the Securities Act of 1933, as amended
(the "Securities Act") or (ii) sold to the public through a broker, dealer
or market maker pursuant to the provisions of Rule 144 or Rule 144A
promulgated under the Securities Act.
On September 17, 1996, the size of the Board of Directors was
increased to seven members and the Board of Directors appointed Dr. Arthur
B. Laffer and Mr. Stephen G. Cerri to fill the newly created directorships.
The Reporting Persons disclaim beneficial ownership of all shares
of Common Stock beneficially owned by the other parties to the Voting
Agreement.
Except as described in this statement, none of the Reporting
Persons or, to the best knowledge of such persons, the persons named in
Schedule A to this statement presently has any plans or proposals which
relate to or would result in any of the transactions described in
paragraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Fund is the direct beneficial owner of 4,556,114 shares
or approximately 45.5% of the Common Stock as of the date of this statement
assuming there are 10,004,278 shares of Common Stock outstanding based on
the Issuer's Registration Statement on Form S-1 (Registration No. 333-
03587) (the "Issuer's Registration Statement") and the Schedule 13D with
respect to the Common Stock of the Issuer relating to July 23, 1996, filed
by the other Voting Stockholders, among others (the "Other Voting
Stockholders' Schedule 13D"). The Fund and the other Voting Stockholders
may also be deemed to be a "group" for purposes of Section 13(d)(3) of the
Act as a result of the Voting Agreement, and, based on the information
contained in the Issuer's Registration Statement and the Other Voting
Stockholders' Schedule 13D, may therefore be deemed to be the indirect
beneficial owner of 1,408,411 additional shares of Common Stock that are
subject to the terms of the Voting Agreement as of the date of this
statement. If the Fund was deemed to be the beneficial owner of such
additional shares of Common Stock, the Fund would be deemed to be the
beneficial owner of an aggregate of 5,964,525 shares or approximately 58.8%
of the Common Stock as of the date of this statement assuming there are
10,148,167 shares of Common Stock outstanding, including 143,889 shares of
Common Stock subject to exercisable options held by the other Voting
Stockholders. The foregoing information does not include 575,512 shares of
Common Stock subject to options not currently exercisable held by the other
Voting Stockholders and the Nonvoting Common Stock held by Heller and
Jackson National. The Fund disclaims beneficial ownership of all shares of
Common Stock held by the other parties to the Voting Agreement.
By virtue of the relationship between the Fund and GTCR IV
described in Item 2, GTCR IV may be deemed to possess indirect beneficial
ownership of the shares of Common Stock beneficially owned by the
Fund, and, by virtue of the relationship between the Fund, GTCR IV and GTCR
Inc. described in Item 2, GTCR Inc. may be deemed to possess indirect
beneficial ownership of the shares of Common Stock owned by the Fund. The
filing of this statement by GTCR IV and GTCR Inc. shall not be construed as
an admission that either GTCR IV or GTCR Inc. is, for the purpose of
Section 13(d) or 13(g) of the Act, the beneficial owner of any securities
covered by this statement.
(b) The Fund has the sole power to vote or direct the vote,
subject to the provisions of the Voting Agreement, and the sole power to
dispose of or direct the disposition of 4,556,114 shares of Common Stock or
approximately 45.5% of the Common Stock as of the date of this statement
assuming there are 10,004,278 shares of Common Stock outstanding based on
the Issuer's Registration Statement and the Other Stockholders' Schedule
13D. The Fund and the other Voting Stockholders may also be deemed to be a
"group" for purposes of Section 13(d)(3) of the Act as a result of the
Voting Agreement, and, based on the information contained in the Issuer's
Registration Statement and the Other Voting Stockholders' Schedule 13D, may
therefore be deemed to share the power to vote or to direct the vote of
1,408,411 additional shares of Common Stock that are subject to the terms
of the Voting Agreement as of the date of this statement. If the Fund was
deemed to share the power to vote or to direct the vote of such additional
shares of Common Stock, the Fund would be deemed to share the power to vote
or to direct the vote of an aggregate of 5,964,525 shares or approximately
58.8% of the Common Stock as of the date of this statement assuming there
are 10,148,167 shares of Common Stock outstanding, including 143,889 shares
of Common Stock subject to exercisable options held by the other Voting
Stockholders. The foregoing information does not include 575,512 shares of
Common Stock subject to options not currently exercisable held by the other
Voting Stockholders and the Nonvoting Common Stock held by Heller and
Jackson National. The Fund disclaims beneficial ownership of all shares of
Common Stock held by the other parties to the Voting Agreement.
<PAGE>
By virtue of the relationship between the Fund and GTCR IV
described in Item 2, GTCR IV may be deemed to indirectly share the power to
vote or direct the vote and indirectly share the power to dispose of or
direct the disposition of the shares of Common Stock beneficially owned by
the Fund. By virtue of the relationship between the Fund, GTCR IV and GTCR
Inc. described in Item 2, GTCR Inc. may be deemed to indirectly share the
power to vote or direct the vote and indirectly share the power to dispose
of or direct the disposition of the shares of Common Stock beneficially
owned by the Fund. The filing of this statement by GTCR IV and GTCR Inc.
shall not be construed as an admission that either GTCR IV or GTCR Inc. is,
for the purpose of Section 13(d) or 13(g) of the Act, the beneficial owner
of any securities covered by this statement.
(c) Except as otherwise set forth in this statement, none of the
Reporting Persons or, to the best knowledge of such persons, the persons
named in Schedule A to this statement has effected any transactions in the
Common Stock during the past sixty days.
(d) No person other than the Reporting Persons has the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock reported as being beneficially
owned by such Reporting Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The Issuer, the Fund, MCS, Harvard, Heller, Jackson National,
Jackson National (as successor in interest to Jackson National Life
Insurance Company of Michigan ("Jackson Michigan")) and Messrs. Blatt,
Doyle, Stanky, Chapman and Marrus are parties to a Registration Agreement,
dated as of July 26, 1995, as amended by the Omnibus Agreement (the
"Registration Rights Agreement"). A copy of the Registration Rights
Agreement was filed by the Issuer with the SEC as Exhibit 10.25 to the
Issuer's Registration Statement and is incorporated herein by reference.
The Registration Rights Agreement provides that, among other things, the
Fund may request registration of all or a portion of the securities of the
Issuer owned by it ("Registrable Securities") on Form S-1 (a "Long-Form
Registration") and may request registration on Form S-2 or S-3 ("Short-Form
Registration"), if available. The Fund is entitled to request up to four
Long-Form Registrations and an unlimited number of Short-Form
Registrations. Additionally, if the Issuer proposes to register any of its
Common Stock under the Securities Act, whether for its own account or
otherwise, the Fund is entitled to notice of such registration and, subject
to certain priority provisions, is entitled to include their Registrable
Securities in such registration. The Issuer is responsible for all
registration expenses in connection with all such registrations. The
Registration Rights Agreement also provides for customary provisions
regarding the priority among holders of securities with respect to the
number of shares to be registered and indemnification by the Issuer of the
holders of the Registrable Securities.
The Fund, Coinmach (as successor in interest to TCC) and each of
(i) Mr. Kerrigan and MCS, (ii) Mr. Blatt and (iii) Mr. Doyle are parties to
Senior Management Agreements, dated as of January 31, 1995, as amended by
the Omnibus Agreement (each a "TCC Senior Management Agreement"), and the
Fund, Coinmach (as successor in interest to TCC) and each of Messrs. Prato,
Harrison and Tulkop are parties to Executive Stock Agreements, dated as of
January 31, 1995, as amended by the Omnibus Agreement (each a "TCC
Executive Stock Agreement"). Copies of the TCC Senior Management
Agreements have been filed by Coinmach with the SEC as Exhibits 10.10,
10.11 and 10.12 to Coinmach's Registration Statement and are incorporated
herein by reference, and copies of the TCC Executive Stock Agreements have
been file with the SEC as Exhibits 27, 28 and 29 to the Other Voting
Stockholders' Schedule 13D, and are incorporated herein by reference. MCS
and Messrs. Kerrigan, Blatt, Doyle, Prato, Harrison and Tulkop are
hereinafter sometimes referred to as the "TCC Executives," and the TCC
Senior Management Agreements and the TCC Executive Stock Agreements are
hereinafter sometimes referred to as the "TCC Executive Stock Purchase
Agreements." The TTC Executive Stock Purchase Agreements provide that (i)
if the TCC Executive breaches certain provisions contained in their TCC
Executive Stock Purchase Agreement or the TCC Executive's employment with
the Issuer is terminated, the shares purchased by the TCC Executive
pursuant to such agreement (other than shares transferred by the TCC
Executive pursuant to an underwritten public offering registered under the
Securities Act or pursuant to Rule 144 or 144A, collectively, "Public
Sales") are subject to purchase by the Issuer first, certain other members
of management of the Issuer second, and by the Fund third, at a price equal
to the lower of the original purchase price and the fair market value of
such shares, provided, however, that if the TCC Executive's employment is
terminated without cause, the shares subject to such agreement may be
purchased at fair market value, (ii) prior to the sale (other than pursuant
to a Public Sale) of the shares purchased thereunder, the Issuer first,
certain other members of management of the Issuer second, and the Fund
third, shall have rights of first refusal with respect to such shares, and
(iii) upon the sale (other than pursuant to a Public Sale) of the shares
purchased thereunder, the Fund shall have the right to participate in such
sale pro rata based on the number of shares owned. Approximately 239,383,
239,383, 39,897, 29,923, 9,974 and 19,949 shares of Common Stock are
subject to the terms of the TCC Executive Stock Purchase Agreements with
Mr. Kerrigan and MCS, Mr. Blatt, Mr. Doyle, Mr. Prato, Mr. Harrison and Mr.
Tulkop, respectively.
<PAGE>
The Fund, Coinmach (as successor in interest to TCC) and each of
(i) Heller, (ii) Jackson National, (iii) Jackson National (as successor in
interest to Jackson Michigan), (iv) Harvard, (v) Mr. Chapman, (vi) Mr.
Marrus, (vii) Mr. Kerrigan and MCS, (viii) Mr. Kerrigan and MCS Capital
Management, Inc. ("MCS Management") and (ix) Mr. Blatt are parties to
Investor Purchase Agreements, dated as of January 31, 1995, as amended by
the Omnibus Agreement (each a "TCC Investor Purchase Agreement"). Copies of
the TCC Investor Purchase Agreements with Harvard and with MCS and Mr.
Kerrigan have been filed with the SEC as Exhibits 10.3 and 10.4,
respectively, to the Issuer's Registration Statement and are incorporated
herein by reference, and copies of the TCC Investor Purchase Agreements
with Mr. Chapman, Mr. Marrus, MCS, Mr. Blatt, Heller, Jackson National and
Jackson Michigan have been filed with the SEC as Exhibits 14, 15, 16, 17,
18, 19 and 20, respectively, to the Other Voting Stockholders' Schedule 13D
and are incorporated herein by reference. Heller, Jackson National, Jackson
Michigan, Harvard, Mr. Chapman, Mr. Marrus, Mr. Kerrigan and MCS, and Mr.
Blatt are hereinafter sometimes referred to as the "TCC Investors." The TTC
Investor Purchase Agreements provide that (i) prior to the sale (other than
pursuant to a Public Sale) of the shares purchased thereunder, the Issuer
first and the Fund second, shall have rights of first refusal with respect
to such shares, and (ii), with respect to the Investor Purchase Agreements
with Harvard, Mr. Chapman, Mr. Marrus, Mr. Kerrigan and MCS, Mr. Kerrigan
and MCS Management, and Mr. Blatt, upon the sale (other than pursuant to a
Public Sale) of the shares purchased thereunder, the Fund shall have the
right to participate in such sale pro rata based on the number of shares
owned. Approximately 152,607, 137,366 and 15,241 shares of Nonvoting Common
Stock and 96,431, 11,969, 9,216, 10,692, 48,595 and 15,959 shares of Common
Stock are subject to the TCC Investor Purchase Agreements with Heller,
Jackson National, Jackson National (as successor in interest to Jackson
Michigan), Harvard, Mr. Chapman, Mr. Marrus, Mr. Kerrigan and MCS, Mr.
Kerrigan and MCS Management, and Mr. Blatt, respectively.
The Fund, the Issuer, MCS, Mr. Blatt, Mr. Doyle and Mr.
Stanky are parties to an Executive Stock Agreement, dated as of July 26,
1996, as amended by the Omnibus Agreement (the "SAS Executive Stock
Agreement"). A copy of the SAS Executive Stock Agreement has been filed by
the Issuer with the SEC as Exhibit 10.23 to the Issuer's Registration
Statement and is incorporated herein by reference. Messrs. Blatt, Doyle,
Stanky and, with respect to MCS, Kerrigan are hereinafter sometimes
referred to as the "SAS Executives." The SAS Executive Stock Agreement
provides that (i) if the SAS Executive breaches certain provisions
contained in such agreement or the SAS Executive's employment with the
Issuer is terminated, the shares purchased by the SAS Executive pursuant to
such agreement (other than shares transferred by the SAS Executive pursuant
to a Public Sale) are subject to purchase by the Issuer first, certain
other members of management of the Issuer second, and by the Fund, third at
a price equal to the lower of the original purchase price and the fair
market value of such shares, provided, however, that if the SAS Executive's
employment is terminated without cause, the shares subject to such
agreement may be purchased at fair market value, (ii) prior to the sale
(other than pursuant to a Public Sale) of the shares purchased thereunder,
the Issuer first, certain other members of management of the Issuer second,
and the Fund third, shall have rights of first refusal with respect to such
shares, and (iii) upon the sale (other than pursuant to a Public Sale) of
the shares purchased thereunder, the Fund shall have the right to
participate in such sale pro rata based on the number of shares owned.
Approximately 92,189, 92,189, 46,095 and 34,571 shares of Common Stock are
subject to the terms of the SAS Executive Stock Agreement with respect to
MCS, Mr. Blatt, Mr. Doyle and Mr. Stanky, respectively.
The Fund, the Issuer, Heller, Jackson National, Jackson National
(as successor in interest to Jackson Michigan), Harvard, Mr. Chapman, Mr.
Marrus, MCS, Mr. Blatt, and Mr. Stanky are parties to an Investor Purchase
Agreement, dated as of July 26, 1996, as amended by the Omnibus Agreement
(the "SAS Investor Purchase Agreement"). A copy of the SAS Investor
Purchase Agreement has been filed by the Issuer with the SEC as Exhibit
10.22 to the Issuer's Registration Statement and is incorporated herein by
reference. Heller, Jackson National, Jackson Michigan, Harvard, Mr.
Chapman, Mr. Marrus, MCS, Mr. Blatt, and Mr. Stanky are hereinafter
sometimes referred to as the "SAS Investors." The SAS Investor Purchase
Agreement provides that (i) prior to the sale (other than pursuant to a
Public Sale) of the shares purchased thereunder, the Issuer first, and the
Fund second, shall have rights of first refusal with respect to such
shares, and (ii) upon the sale (other than pursuant to a Public Sale) of
the shares purchased thereunder, the Fund shall have the right to
participate in such sale pro rata based on the number of shares owned.
Approximately 87,718, 78,937 and 8,781 shares of Nonvoting Common Stock and
55,429, 6,914, 5,255, 34,087, 9,173 and 9,795 shares of Common Stock are
subject to the terms of the SAS Investor Purchase Agreement with respect to
Heller, Jackson National, Jackson National (as successor in interest to
Jackson Michigan), Harvard, Mr. Chapman, Mr. Marrus, MCS, Mr. Blatt and Mr.
Stanky, respectively.
Except as set forth in this statement, to the best knowledge of
the Reporting Persons, no contracts, arrangements, understandings or
relationships (legal or otherwise) exist among the persons named in Item 2
or between such persons and any other person with respect to any securities
of the Issuer.
<PAGE>
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement among the Reporting Persons
Exhibit 2 Voting Agreement dated July 23, 1996, among the Voting Stockholders
and the Issuer (incorporated by reference to Exhibit 10.55 to the
Issuer's June 10-Q)
Exhibit 3 Agreement and Plan of Merger, dated November 30, 1995, of TCC, Solon
and SAS Acquisitions Inc. ("SAS") (incorporated by reference to
Exhibit 2.1 to Coinmach's Registration Statement)
Exhibit 4 Omnibus Agreement, dated as of November 30, 1995, among SAS, Solon,
TCC and each of the other parties executing a signature page thereto
(the "Omnibus Agreement") (incorporated by reference to Exhibit 10.20
to Coinmach's Registration Statement)
Exhibit 5 Equity Purchase Agreement, dated as of January 31, 1995, by and
between TCC and the Fund (incorporated by reference to Exhibit 10.2
to Coinmach's Registration Statement)
Exhibit 6 Equity Purchase Agreement, dated as of July 26, 1995, between the
Fund and SAS (incorporated by reference to Exhibit 10.21 to the
Issuer's Registration Statement)
Exhibit 7 Registration Agreement, dated as of July 26, 1995, among the Issuer
and certain of its stockholders (incorporated by reference to Exhibit
10.25 of the Issuer's Registration Statement)
Exhibit 8 Reclassification Agreement, dated as of July 17, 1995, among the
Issuer and certain of its stockholders (incorporated by reference to
Exhibit 10.45 to the Issuer's June 10-Q)
Exhibit 9 Investor Purchase Agreement, dated as of January 31, 1995, by and
between TCC, the Fund and Harvard (incorporated by reference to
Exhibit 10.3 to Coinmach's Registration Statement)
Exhibit 10 Investor Purchase Agreement, dated as of January 31, 1995, by and
between TCC, the Fund, MCS Capital Management, Inc. and Stephen R.
Kerrigan (incorporated by reference to Exhibit 10.4 to Coinmach's
Registration Statement)
Exhibit 11 Investor Purchase Agreement, dated as of January 31, 1995, by and
between TCC, the Fund, and James N. Chapman (incorporated by
reference to Exhibit 14 to the Other Voting Stockholders' Schedule
13D)
Exhibit 12 Investor Purchase Agreement, dated as of January 31, 1995, by and
between TCC, the Fund, and Michael E. Marrus (incorporated by
reference to Exhibit 15 to the Other Voting Stockholders' Schedule
13D)
Exhibit 13 Investor Purchase Agreement, dated as of January 31, 1995, by and
between TCC, the Fund, and MCS (incorporated by reference to Exhibit
16 to the Other Voting Stockholders' Schedule 13D)
Exhibit 14 Investor Purchase Agreement, dated as of January 31, 1995, by and
between TCC, the Fund, and Mitchell Blatt (incorporated by reference
to Exhibit 17 to the Other Voting Stockholders' Schedule 13D)
Exhibit 15 Investor Purchase Agreement, dated as of January 31, by and between
TCC, the Fund and Heller Financial, Inc. (incorporated by reference
to Exhibit 18 to the Other Voting Stockholders' Schedule 13D)
Exhibit 16 Investor Purchase Agreement, dated as of January 31, 1995, by and
between TCC, the Fund and Jackson National Life Insurance Company
(incorporated by reference to Exhibit 19 to the Other Voting
Stockholders' Schedule 13D)
<PAGE>
Exhibit 17 Investor Purchase Agreement, dated as of January 31, 1995, by and
between TCC, the Fund and Jackson National Life Insurance Company of
Michigan (incorporated by reference to Exhibit 20 to the Other Voting
Stockholders' Schedule 13D)
Exhibit 18 Executive Stock Agreement, dated January 31, 1995, by and between
TCC, the Fund and Charles Prato (incorporated by reference to
Exhibit 27 to the Other Voting Stockholders' Schedule 13D)
Exhibit 19 Executive Stock Agreement, dated January 31, 1995, by and between
TCC, the Fund and Russell Harrison (incorporated by reference to
Exhibit 28 to the Other Voting Stockholders' Schedule 13D)
Exhibit 20 Executive Stock Agreement, dated January 31, 1995, by and between
TCC, the Fund and David Tulkop (incorporated by reference to Exhibit
29 to the Other Voting Stockholders' Schedule 13D)
Exhibit 21 Senior Management Agreement, dated as of January 31, 1995, by and
between TCC, Coinmach Industries Co., L.P., Stephen R. Kerrigan, MCS
and the Fund (incorporated by reference to Exhibit 10.10 to
Coinmach's Registration Statement)
Exhibit 22 Senior Management Agreement, dated as of January 31, 1995, by and
between TCC, Coinmach Industries Co., L.P., Mitchell Blatt and the
Fund (incorporated by reference to Exhibit 10.11 to Coinmach's
Registration Statement)
Exhibit 23 Senior Management Agreement, dated January 31, 1995, by and between
TCC, Coinmach Industries Co., L.P., Robert M. Doyle and the Fund
(incorporated by reference to Exhibit 10.12 to Coinmach's
Registration Statement)
Exhibit 24 Investor Purchase Agreement, dated as of July 26, 1995, among SAS,
the Fund, Heller Financial, Inc., Jackson National Life Insurance
Company, Jackson National Life Insurance Company of Michigan, James
N. Chapman, Michael E. Marrus, Harvard, MCS, Mitchell Blatt, and
Michael Stanky (incorporated by reference to Exhibit 10.22 to the
Issuer's Registration Statement)
Exhibit 25 Executive Stock Agreement, dated as of July 26, 1995, among SAS, the
Fund, MCS, Mitchell Blatt, Robert M. Doyle and Michael Stanky (with
spousal consents) (incorporated by reference to Exhibit 10.23 to the
Issuer's Registration Statement)
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Dated: October 10, 1996
GOLDER, THOMA, CRESSEY, RAUNER FUND IV, L.P.
By: GTCR IV, L.P., its General Partner
By: GOLDER, THOMA, CRESSEY, RAUNER, INC.,
its General Partner
By: /s/ Bruce V. Rauner
--------------------------------------
Name: Bruce V. Rauner
Title: Principal and Treasurer
GTCR IV, L.P.
By: GOLDER, THOMA, CRESSEY, RAUNER, INC.,
its General Partner
By: /s/ Bruce V. Rauner
--------------------------------------
Name: Bruce V. Rauner
Title: Principal and Treasurer
GOLDER, THOMA, CRESSEY, RAUNER, INC.,
By: /s/ Bruce V. Rauner
--------------------------------------
Name: Bruce V. Rauner
Title: Principal and Treasurer
<PAGE>
Schedule A
----------
The following table sets forth the names, addresses and principal
occupations of the executive officers, directors and principal stockholders
of Golder, Thoma, Cressey, Rauner, Inc. ("GTCR Inc."). The directors and
principal stockholders of GTCR Inc. are indicated by an asterisk. Each
such person is a citizen of the United States.
Name Business Address Principal Occupation
- ------------------------ ------------------ -------------------------------
*Bryan C. Cressey 6100 Sears Tower Principal and Secretary of
Chicago, IL 60606 GTCR Inc.
David A. Donnini 6100 Sears Tower Principal of GTCR Inc.
Chicago, IL 60606
Donald J. Edwards 6100 Sears Tower Principal of GTCR Inc.
Chicago, IL 60606
Lee M. Mitchell 6100 Sears Tower Principal of GTCR Inc.
Chicago, IL 60606
Joseph P. Nolan 6100 Sears Tower Principal of GTCR Inc.
Chicago, IL 60606
*Bruce V. Rauner 6100 Sears Tower Principal and Treasurer of
Chicago, IL 60606 GTCR Inc.
*Carl D. Thoma 6100 Sears Tower President and Principal of
Chicago, IL 60606 GTCR Inc.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
1 Joint Filing Agreement among the Reporting Persons
<PAGE>
EXHIBIT 1
AGREEMENT RE JOINT FILING OF
SCHEDULE 13D
______________
The undersigned hereby agrees as follows:
(i) Each of them is individually eligible to use the Schedule 13D
to which this Exhibit is attached, and such Schedule 13D is filed on behalf
of each of them; and
(ii) Each of them is responsible for the timely filing of such
Schedule 13D and any amendments thereto, and for the completeness and
accuracy of the information concerning such person contained therein; but
none of them is responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is inaccurate.
Dated: October 10, 1996
GOLDER, THOMA, CRESSEY, RAUNER FUND IV, L.P.
By: GTCR IV, L.P., its General Partner
By: GOLDER, THOMA, CRESSEY, RAUNER, INC.,
its General Partner
By: /s/ Bruce V. Rauner
----------------------------------------
Name: Bruce V. Rauner
Title: Principal and Treasurer
GTCR IV, L.P.
By: GOLDER, THOMA, CRESSEY, RAUNER, INC.,
its General Partner
By: /s/ Bruce V. Rauner
----------------------------------------
Name: Bruce V. Rauner
Title: Principal and Treasurer
GOLDER, THOMA, CRESSEY, RAUNER, INC.,
By: /s/ Bruce V. Rauner
----------------------------------------
Name: Bruce V. Rauner
Title: Principal and Treasurer
