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. 4
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 Form or
Paid: Not applicable 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. 4 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,
Amendment No. 2 filed with the SEC on June 30, 2000 and Amendment No. 3 filed
with the SEC on July 5, 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 and Amendment No. 3 filed with the SEC on July 5, 2000.
ITEM 1
Item 1 of the Schedule TO is hereby amended and supplemented to include
the following information:
"The subsequent offering period terminated at 5:00 p.m., Eastern
Daylight Savings Time ("EDST"), on Friday July 7, 2000. As of the time the
subsequent offering period expired, 12,420,567 shares of the Company Common
Stock had been tendered into the Offer and the subsequent offering period and
not withdrawn (excluding 242,778 shares tendered pursuant to notices of
guaranteed delivery that ultimately were not satisfied). These shares, together
with certain shares contributed to Purchaser by certain members of the Company's
management and Golder, Thoma, Cressey, Rauner Fund IV, L.P., represent over 99%
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:
"(e) The subsequent offering period terminated at 5:00 p.m., Eastern
Daylight Savings Time ("EDST"), on Friday July 7, 2000. As of the time the
subsequent offering period expired, 12,420,567 shares of the Company Common
Stock had been tendered into the Offer and the subsequent offering period and
not withdrawn (excluding 242,778 shares tendered pursuant to notices of
guaranteed delivery that ultimately were not satisfied). These shares, together
with certain shares contributed to Purchaser by certain members of the Company's
management and Golder, Thoma, Cressey, Rauner Fund IV, L.P., represent over 99%
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)(8) Text of Press Release issued by the Company and Purchaser on July 10,
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 10, 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)(8)
FOR IMMEDIATE RELEASE
---------------------
CONTACT:
-------
CLC Acquisition Corporation
Stephen R. Kerrigan: (704) 375-1947
CLC ACQUISITION CORPORATION
COMPLETES TENDER OFFER FOR
COINMACH LAUNDRY CORPORATION
NEW YORK, July 10, 2000 -- CLC Acquisition Corporation today announced the
expiration of the subsequent offering period for its $14.25 per share cash
tender offer for all outstanding shares of common stock of Coinmach Laundry
Corporation (Nasdaq: WDRY). The subsequent offering period commenced on July 5,
2000 and expired Friday, July 7, 2000 at 5:00 p.m. Eastern Daylight Savings Time
("EDST"). 12,420,567 shares were tendered into the offer and the subsequent
offering period and not withdrawn (excluding 242,778 shares tendered pursuant to
notices of guaranteed delivery that were not ultimately satisfied). These
shares, together with certain shares contributed to CLC Acquisition Corporation
by certain members of Coinmach's management and Golder, Thoma, Cressey, Rauner
Fund IV, L.P., represent over 99% of the outstanding shares of Coinmach Laundry
Corporation common stock. CLC Acquisition Corporation has accepted all shares
properly tendered for prompt payment.
As soon as practicable, CLC Acquisition Corporation intends to merge
itself with and into Coinmach Laundry Corporation, with Coinmach as the
surviving entity. Each share of Coinmach common stock not acquired pursuant to
the tender offer will be converted in the merger into the right to receive
$14.25 in cash, without interest. Following the merger, Coinmach intends to
delist its common stock from the Nasdaq national market and cause the
registration of its common stock under the Securities Exchange Act of 1934, as
amended, to be terminated.
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