SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under
Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
Amendment No. 3
COINMACH LAUNDRY CORPORATION
(Name of Subject Company (Issuer))
CLC ACQUISITION CORPORATION (Offeror)
GTCR FUND VII, L.P. (Offeror)
GTCR-CLC, LLC (Offeror)
BRUCE V. RAUNER (Offeror)
GOLDER, THOMA, CRESSEY, RAUNER FUND IV, L.P.
STEPHEN R. KERRIGAN
MITCHELL BLATT
ROBERT M. DOYLE
MICHAEL E. STANKY
JAMES N. CHAPMAN
(Names of Filing Persons)
Class A Common Stock, par value $.01 per share
Class B Common Stock, par value $.01 per share
(Title of Class of Securities)
19259L101
(CUSIP Number of Class of Securities)
Bruce V. Rauner
President - CLC Acquisition Corporation
6100 Sears Tower, Chicago, Illinois 60606
(312) 382-2200
(Name, address, and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
COPIES TO:
Ronald S. Brody, Esq. Stephen L. Ritchie, Esq.
Mayer, Brown & Platt Kirkland & Ellis
1675 Broadway 200 E. Randolph
New York, New York 10019-5820 Chicago, Illinois 60601
(212) 506-2500 (312) 861-2000
Calculation of Filing Fee
================================================================================
Transaction Value* Amount of Filing Fee
--------------------------------------------------------------------------------
$178,437,916 $35,688
================================================================================
* Estimated for the purpose of calculating the filing fee only. This amount
assumes the purchase of all outstanding shares of Class A and Class B Common
Stock, each par value $.01 per share, of Coinmach Laundry Corporation at $14.25
per share. The number of shares used in this calculation consists of (i)
13,178,947 shares issued and outstanding as of May 25, 2000, less shares subject
to a rollover agreement which will not be purchased in the offer. The amount of
the filing fee, calculated in accordance with Rule 0-11 under the Securities
Exchange Act of 1934, equals 1/50th of 1% of the value of the shares to be
purchased.
[_] Check the 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.
Amount Previously Paid: Not applicable
Form or Registration No.: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[X] amendment to Schedule 13D under Rule 13d-2.
<PAGE>
This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule TO filed by CLC Acquisition Corporation, a Delaware corporation
("Purchaser"), with the Securities and Exchange Commission (the "SEC") on May
26, 2000, as amended by Amendment No. 1 filed with the SEC on June 27, 2000 and
Amendment No. 2 filed with the SEC on June 30, 2000 (as amended, the "Schedule
TO"). The Schedule TO relates to a tender offer by Purchaser to purchase all
outstanding shares of class A common stock, par value $.01 per share, and class
B common stock, par value $.01 per share, of Coinmach Laundry Corporation, a
Delaware corporation (the "Company"), for a purchase price of $14.25 per share,
net to the seller in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated May 26, 2000 and in
the related Letter of Transmittal.
This Amendment amends and supplements the Statement on Schedule 13D with respect
to Coinmach Laundry Corporation filed by Golder, Thoma, Cressey, Rauner Fund IV,
L.P., GTCR Fund VII, L.P., GTCR-CLC, LLC, Stephen R. Kerrigan, Mitchell Blatt,
Robert M. Doyle, Michael E. Stanky and James N. Chapman with the Securities and
Exchange Commission on May 26, 2000, as amended by Amendment No. 2 filed with
the SEC on June 30, 2000.
ITEM 1
Item 1 of the Schedule TO is hereby amended and supplemented to include
the following information:
"The Offer terminated at 5:00 p.m., Eastern Daylight Savings Time
("EDST"), on Monday, July 3, 2000. As of the time the Offer expired, 12,475,044
shares of the Company Common Stock had been tendered into the Offer and not
withdrawn, representing approximately 95% of the issued and outstanding shares
of the Company Common Stock. Purchaser has accepted all properly tendered shares
for prompt payment."
ITEMS 4 AND 11
Items 4 and 11 of the Schedule TO are hereby amended and supplemented
to include the following information:
"(d) The Offer terminated at 5:00 p.m., Eastern Daylight Savings Time
("EDST"), on Monday, July 3, 2000. As of the time the Offer expired, 12,475,044
shares of the Company Common Stock had been tendered into the Offer and not
withdrawn, representing approximately 95% of the issued and outstanding shares
of the Company Common Stock. Purchaser has accepted all properly tendered shares
for prompt payment."
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented to
include the following information:
(a)(7) Text of Press Release issued by the Company and Purchaser on July 5,
2000.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: July 5, 2000
SCHEDULE TO/13E-3 CLC ACQUISITION CORPORATION
By: \x\ Vincent J. Hemmer
------------------------------------
Name: Vincent J. Hemmer
Title: Vice President
COINMACH LAUNDRY CORPORATION
By: \x\ Mitchell Blatt
------------------------------------
Name: Mitchell Blatt
Title: President
GTCR FUND VII, L.P.
By: GTCR Partners VII, L.P., its
General Partner
By: GTCR Golder, Rauner, L.L.C.,
its General Partner
By: \x\ Bruce V. Rauner
------------------------------------
Name: Bruce V. Rauner
Title: Principal
GTCR-CLC, LLC
By: Golder, Thoma, Cressey, Rauner Fund
IV, L.P., its Managing Member
By: GTCR IV, L.P., its General Partner
By: Golder, Thoma, Cressey, Rauner, Inc.,
its General Partner
By: \x\ Bruce V. Rauner
------------------------------------
Name: Bruce V. Rauner
Title: Principal
\x\ Bruce V. Rauner
---------------------------------------
Bruce V. Rauner
<PAGE>
SCHEDULE 13E-3/13D 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: \x\ Bruce V. Rauner
------------------------------------
Name: Bruce V. Rauner
Title: Principal
\x\ Stephen R. Kerrigan
---------------------------------------
Stephen R. Kerrigan
\x\ Mitchell Blatt
---------------------------------------
Mitchell Blatt
\x\ Robert M. Doyle
---------------------------------------
Robert M. Doyle
\x\ Michael E. Stanky
---------------------------------------
Michael E. Stanky
\x\ James N. Chapman
---------------------------------------
James N. Chapman
<PAGE>
Exhibit (a)(7)
CONTACT:
CLC Acquisition Corporation
Stephen R. Kerrigan: (704) 375-1947
FOR RELEASE ON WEDNESDAY, JULY 5, 2000
CLC ACQUISITION CORPORATION
ANNOUNCES RESULTS OF TENDER OFFER
NEW YORK, July 5, 2000 -- CLC Acquisition Corporation today announced the
expiration of its $14.25 per share cash tender offer for all outstanding shares
of common stock of Coinmach Laundry Corporation (Nasdaq: WDRY) launched on May
26, 2000. The tender offer expired Monday, July 3, 2000 at 5:00 p.m. Eastern
Daylight Savings Time ("EDST"). 12,475,044 shares were tendered into the offer
and not withdrawn prior to its expiration, representing approximately 95% of
the outstanding shares of Coinmach common stock. CLC Acquisition Corporation has
accepted all shares properly tendered for prompt payment.
CLC Acquisition Corporation intends to go forward with the subsequent offering
period it announced on June 26, 2000 to give holders of the shares not tendered
in the initial offering period an opportunity to tender their shares. The
subsequent offering period will begin at 9:00 a.m. EDST on July 5, 2000 and will
expire at 5:00 p.m. EDST on Friday, July 7, 2000. CLC Acquisition Corporation
reserves the right to extend the subsequent offering period for up to an
additional 17 business days by issuing a press release on Monday, July 10.
During this subsequent offering period, tendered shares will be accepted and
promptly paid for as they are received. The same price to be paid to Coinmach
stockholders at the conclusion of the initial tender offer period, $14.25 per
share, net to the seller in cash, will be paid during the subsequent offering
period. Shares tendered during the subsequent offering period may not be
withdrawn.
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