SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(9) of the Securities Exchange Act of 1934
COINMACH LAUNDRY CORPORATION
(Name of Subject Company)
COINMACH LAUNDRY CORPORATION
(Name of Person Filing Statement)
COMMON STOCK
(Title of Class of Securities)
19259L101
(CUSIP Number of Class of Securities)
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Robert M. Doyle
Chief Financial Officer
COINMACH LAUNDRY CORPORATION
55 Lumber Road
Roslyn, New York 11576
(516) 484-2300
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of the person filing statement)
With a copy to:
Ronald S. Brody
Mayer, Brown & Platt
1675 Broadway
New York, New York 10019
(212) 506-2500
/x/ Check the box if the filing relates solely to preliminary communications
made before the announcement of a tender offer.*
*This Schedule 14d-9 relates to the offer by CLC Acquisition Corporation.
<PAGE>
CONTACT:
Stephen M. Banker; (212) 735-2760
May 15, 2000
FOR IMMEDIATE RELEASE:
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COINMACH LAUNDRY CORPORATION ACCEPTS
$14.25 PER SHARE ACQUISITION PROPOSAL
NEW YORK, NEW YORK, May 15, 2000 -- Coinmach Laundry Corporation announced today
that it has entered into a definitive agreement and plan of merger with CLC
Acquisition Corporation, an affiliate of GTCR Golder Rauner, LLC. Pursuant to
the definitive agreement, CLC will acquire all of Coinmach's outstanding common
stock for $14.25 per share in cash, representing a premium of approximately 78%
over Coinmach's last reported trading price. Coinmach's board of directors has
unanimously approved the transaction.
The definitive agreement contemplates that CLC will commence a tender offer to
purchase all of Coinmach's outstanding common stock within the next ten business
days. The transaction is subject to certain customary terms and conditions,
including the valid tender of at least a majority of Coinmach's outstanding
shares. Receipt of financing by CLC is not a condition to closing. Any shares
not purchased in the tender will be acquired for the same price in cash in a
second step merger, except for certain shares held by members of Coinmach's
senior management who are required to maintain an investment in Coinmach as a
condition to the offer. The transaction is expected to close in early July.
Affiliates of GTCR Golder Rauner, LLC, who own approximately 23% of Coinmach's
issued and outstanding common stock, intend to tender their shares in the
transaction. Jefferies & Company, Inc. is acting as dealer manager in connection
with the tender offer.
This release is for informational purposes only, is not an offer to buy or a
solicitation of an offer to sell any shares of Coinmach common stock, and is not
a solicitation of a proxy. The solicitation of offers to purchase shares of
Coinmach common stock will only be made pursuant to the offer to purchase and
related materials that CLC will be mailing to Coinmach's stockholders, and that
will be filed with the Securities and Exchange Commission ("SEC") as part of the
tender offer statement. Investors and security holders are strongly advised to
read both the tender offer statement and the solicitation/recommendation
statement regarding the tender offer referred to in this release when they
become available, because they will contain important information. Stockholders
may obtain a free copy of these statements (when available) and other documents
filed by CLC and Coinmach at the SEC's web site at http://www.sec.gov. The
tender offer statement and related materials may be obtained for free by
directing such requests to CLC. The solicitation/recommendation statement and
such other documents may be obtained for free by directing such requests to
Coinmach.
Certain statements in this release that are not historical in nature are
forward-looking statements. Although Coinmach believes that its expectations are
based upon reasonable assumptions, there can be no assurance that such
expectations will be realized. In addition, such forward looking statements are
subject to known and unknown risks or uncertainties that may cause actual
results in the future to differ materially from forecasted results. Among the
key factors that could cause results to differ materially are: (i) the inability
of the parties to the definitive agreement to complete the proposed acquisition;
(ii) actions by customers, shareholders, regulators and others following the
announcement of the proposed transaction; (iii) stock market and financing
market conditions; (iv) business and economic conditions in the United States
market in which Coinmach operates; and (v) other risks more fully described in
Coinmach's filings with the SEC. Coinmach does not undertake any obligation to
update the information contained herein, which speaks only as of the date of
this release.
Coinmach Laundry Corporation [NASDAQ: WDRY], through its wholly-owned
subsidiaries, is the leading supplier of outsourced laundry equipment services
for multi-family properties in the United States.
