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. 2
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 numbers 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.
<PAGE>
[ ] 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: $35,688 Form or Registration No.: Schedule TO/13E-3
Filing Party: CLC Acquisition Corporation Date Filed: May 26, 2000
[ ] 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. 2 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 (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. Capitalized terms
used but not otherwise defined herein shall have the meanings given to them in
the Offer to Purchase.
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.
ITEMS 1 THROUGH 9 AND 11 THROUGH 13.
Items 1 through 9 and 11 through 13 of the Schedule TO, which incorporate
by reference the information contained in the Offer to Purchase, are hereby
amended and supplemented as follows:
1. The language ", representing a 78% premium" at the end of the first sentence
in the answer to the fourth question on page v of the Offer to Purchase will be
deleted.
2. The following will be added as a new paragraph following the third paragraph
under section 1 of "SPECIAL FACTORS" on page 3 of the Offer to Purchase:
"In 1997, the Company engaged Dillon Read & Co., Inc. to pursue a possible
sale transaction. In conjunction with a subcommittee of the Company's Board
of Directors, over 15 potential financial and strategic buyers were
contacted to solicit proposals to acquire the Company. Only one potential
bidder, an affiliate of Apollo Management, L.P., submitted an acquisition
proposal, which was at a price per share below the trading price of the
Common Stock at that time. Although the Company and its advisors continued
to have discussions with Apollo and other potential bidders for several
months after the Apollo proposal, the Company did not receive any other
proposals or a higher bid from Apollo."
3. The following will be added as a new ninth paragraph under section 1 of
"SPECIAL FACTORS" on page 4 of the Offer to Purchase:
"At a meeting of the Special Committee on January 13, 2000, Lazard Freres
reported that the potential bidder which submitted the November 24 letter
indicated that its interest level would not be high without the
participation of Mr. Kerrigan and, in any event, would only be interested
at or marginally above a price of $13 per share. Because of these and other
uncertainties the Special Committee did not pursue discussions with this
party."
4. The title of Section 3 of "SPECIAL FACTORS" on page 8 of the Offer to
Purchase is amended to read "Position of Management Group, Purchaser and Their
Affiliates Regarding Fairness of the Offer and the Merger" and the first and
second sentences of each of the first paragraph and the last paragraph of that
section are amended to replace references to the Purchaser and the Management
Group with the following: "The Management Group, Purchaser, GTCR Fund IV, GTCR
Fund VII, GTCR-CLC, LLC and Bruce V. Rauner" in four places.
5. The following language is added to the end of the first paragraph under
Section 5 of "SPECIAL FACTORS" on page 14 of the Offer to Purchase:
<PAGE>
"Each filing person (other than GTCR Fund IV) will be an equity owner of
the vehicle that will own Purchaser and therefore they will all share
ratably in the prospects of the surviving entity after the Offer and
Merger. Therefore, each filing person's purpose for engaging in the
transaction is to own a portion of the surviving entity and to obtain the
benefits of its future prospects as a private company. In addition, GTCR
Fund IV's purpose is to recognize a liquidity event by obtaining cash for
its shares in the Offer. The determination to proceed with the Offer and
the Merger at this time would, in the view of each of the filing persons,
afford the Company's stockholders an opportunity to dispose of their shares
at a premium over market prices. Purchaser and GTCR Fund VII also had an
investment opportunity for the fund's assets at this time and, given their
knowledge of the Company along with the expertise and knowledge of the
other filing persons, all of the filing persons determined that the
acquisition would provide them with additional flexibility in the
management of their capital and provide a better opportunity to increase
the value of the Company, which they believe is not currently represented
in its stock price. In addition, causing the Company to be privately held
would reduce the periodic reports required to be filed with the SEC, would
reduce management's commitment of resources with respect to procedural and
compliance requirements of a public company and would reduce costs
associated with the Company's obligations and reporting requirements under
the securities laws."
6. The following language is added to the fourth paragraph under Section 5 of
"SPECIAL FACTORS" on page 14 of the Offer to Purchase:
"The benefits of the transaction to each of the filing persons consists of
each person having an ownership stake in the surviving entity and its right
to be entitled to all of the benefits resulting from such ownership,
including each person's ownership percentage of all income generated by the
surviving entity and any increase in such entity's value. In addition, GTCR
Fund IV's benefit is the ability to obtain cash for its stock at a premium
over the market price. The detriments would be that they would have to
suffer their ownership percentage of losses of the Company and any decrease
in the Company's value. GTCR Fund VII will be investing almost $190 million
in the Company and a detriment to it would be a loss of such investment. In
addition, the Management Group is not tendering approximately 655,000
shares and exchanging them for equity in Purchaser. Therefore, the
Management Group is foregoing over $9.3 million currently in order to
maintain an equity stake in the surviving company, which investment will be
at risk. The specific ownership percentages of each of the filing persons
in the surviving entity are set forth below."
7. The following language is added directly after the first sentence of the
fourth paragraph under Section 5 of "SPECIAL FACTORS" on page 14 of the Offer to
Purchase:
"According to the Company's Form 10-K for the year ended March 31, 2000,
the Company's net book value was approximately $32.3 million and its net
loss was approximately $16 million. As part of the Offer and Merger, the
surviving entity will be issuing additional debt, and it is estimated that
the net book value after the Merger will be approximately $19.6 million.
Therefore, to the best of our knowledge at this time concerning the
ownership interests of the Company through
<PAGE>
Purchaser following completion of the tender offer and the Merger, GTCR
Fund VII's interest in the Company's net book value and net earnings will
increase from 0% to approximately 78%, which would consist of an increase
in net book value interest from $0 to $15.3 million and in net loss from $0
to $12.5 million. Messrs. Kerrigan, Doyle, Stanky and Chapman's interests
in the Company's net book value and net earnings will each remain almost
equal at approximately 2.5%, 0.6%, 0.2% and 0.1%, respectively, which would
consist of a decrease in net book value interest from approximately
$800,000, $185,000, $58,000 and $23,000, respectively, to approximately
$488,000, $112,000, $44,000 and $20,000, respectively, and the same
interest in net losses. Mitchell Blatt's interest in the Company's net book
value and net losses will increase from approximately 2.3% to 2.8%, which
would consist of a decrease in net book value interest from approximately
$733,000 to approximately $553,000 and an increase in net loss interest
from approximately $370,000 to approximately $450,000. GTCR Fund IV's
interest in the Company's net book value and net losses will decrease from
approximately 23% to 0%, which would consist of a decrease in net book
value interest from approximately $7.4 million to $0 and in net loss
interest from approximately $3.7 million to $0.
8. The following language will be added to the end of the second sentence of
the first paragraph under section 2 of "THE TENDER OFFER" on page 31: "only if
Purchaser extends or amends the Offer."
9. The sixth paragraph under section 6 of "THE TENDER OFFER" on page 37 will be
deleted.
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented to
include the following information:
(d)(1) Amendment to Rollover Agreement dated as of May 25, 2000 by and
among Purchaser, Stephen R. Kerrigan, Mitchell Blatt, Robert M. Doyle,
Michael Stanky and James N. Chapman.
<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.
Dated: June 30, 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 (d)(1)
AMENDMENT TO ROLLOVER AGREEMENT
AMENDMENT TO ROLLOVER AGREEMENT, dated as of May 25, 2000, by and among CLC
Acquisition Corporation, a Delaware corporation ("Purchaser"), and the other
parties signatories hereto (each a "Stockholder").
WHEREAS, Purchaser, Stephen R. Kerrigan, Mitchell Blatt, Robert M. Doyle
and Michael Stanky (collectively, the "Parties to the Agreement") have entered
into a Rollover Agreement dated as of May 12, 2000 (the "Agreement");
WHEREAS, the Parties to the Agreement wish to amend the Agreement in order
to add James N. Chapman as a party thereto; and
WHEREAS, Section 6.2 of the Agreement provides that the Parties to the
Agreement may amend the Agreement by written agreement executed by all of the
Parties to the Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto hereby agree as follows:
1. Terms not specifically defined herein shall have the meanings set forth
in the Agreement.
2. The signature page of the Agreement is hereby amended to include James
N. Chapman.
3. Annex A of the Agreement is hereby amended by inserting the following
at the end thereof:
"James N. Chapman 10,561 126,244 8,561"
4. This Amendment to Rollover Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same Agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.
5. This Amendment to Rollover Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware without regard to conflicts
of law principles thereof.
<PAGE>
IN WITNESS WHEREOF, this Amendment to Rollover Agreement has been executed
by or on behalf of each of the parties hereto, all as of the date first above
written.
CLC ACQUISITION CORPORATION
By:_____________________________________
Name: Bruce V. Rauner
Title: President
____________________________________
Stephen R. Kerrigan
____________________________________
Mitchell Blatt
____________________________________
Robert M. Doyle
____________________________________
Michael E. Stanky
__________________________________
James N. Chapman
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