SCHEDULE 13E-3
(AMENDMENT NO. 3)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Rule 13e-3 Transaction Statement
under Section 13(e) of the Securities Exchange Act of 1934
THE COBALT GROUP, INC.
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(Name of the Issuer)
The Cobalt Group, Inc.; Cobalt Acquisition Corporation; Warburg, Pincus Equity
Partners, L.P.; Warburg, Pincus & Co.; Warburg Pincus LLC; Joseph P. Landy;
Ernest H. Pomerantz; Kevin Distelhorst; Michael Bell; David Cronk; Geoffrey T.
Barker; Mark T. Koulogeorge; Environmental Private Equity Fund II, L.P.; The
Productivity Fund III, L.P. and John W.P. Holt
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(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
19074Q1031
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(CUSIP Number of Class of Securities)
Scott A. Arenare, Esq.
Warburg Pincus LLC
466 Lexington Avenue
New York, New York 10017
(212) 878-0600
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(Name, Address and Telephone Number of Person Authorized
To Receive Notices and Communications on
Behalf of the Person(s) Filing Statement)
Copies to:
Steven J. Gartner, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the solicitation materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
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SCHEDULE 13E-3
Calculation of Filing Fee
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Transaction Valuation* Amount of Filing Fee
$38,430,833 $7,687
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* For purposes of calculating the filing fee only. This calculation assumes
the purchase of 10,980,238 shares of common stock of The Cobalt Group, Inc. at
$3.50 per share in cash. The amount of the filing fee, calculated in accordance
with Regulation 240.0-11 promulgated under the Securities Exchange Act of 1934,
as amended, equals 1/50 of one percent of the value of the maximum number of
shares proposed to be purchased as described in the Proxy Statement.
/ X / Check 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 date of its filing.
Amount Previously Paid: $7,687.00
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Form or Registration No. Schedule 14A
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Filing Party: The Cobalt Group, Inc.
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Date Filed: June 25, 2001
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Item 15. Additional Information
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This Amendment No. 3 to the Rule 13e-3 Transaction Statement on Schedule
13E-3 (as amended by Amendments No. 1 and No. 2 thereto, the "Transaction
Statement"), relates to the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of June 2, 2001, by and between The Cobalt Group, Inc., a
Washington corporation (the "Company"), and Cobalt Acquisition Corporation, a
Washington corporation and a wholly owned subsidiary of Warburg, Pincus Equity
Partners, L.P. As previously disclosed in the Company's definitive proxy
statement dated October 9, 2001, upon the announcement of the execution of the
Merger Agreement, three purported shareholder class action lawsuits were filed
by certain Cobalt shareholders (the "Plaintiffs") against Cobalt, Warburg Pincus
and members of Cobalt's board of directors (the "Defendants"). On July 12, 2001,
the Defendants filed a Joint Order to Consolidate the three suits and, on July
24, 2001, that motion was granted. This Amendment No. 3 is being filed to report
that the Plaintiffs and the Defendants have entered preliminary settlement
discussions and in connection therewith, the Company adjourned the special
meeting of shareholders originally scheduled for Tuesday, October 30, 2001 to
Tuesday, November 13, 2001, at 9:00 a.m., local time. The special meeting will
take place at the Company's executive offices located at 2200 First Avenue
South, Suite 400, Seattle, Washington 98134.
A copy of the press release announcing the adjournment of the special
meeting of shareholders of the Company is attached hereto as Exhibit 99.(d)(4).
ITEM 16. EXHIBITS
99.(a) Definitive Proxy Statement for the Special Meeting of
Shareholders of The Cobalt Group, Inc. filed by the
Company on October 4, 2001, is incorporated herein by
reference.
99.(c)(1) Opinion of SG Cowen Securities Corporation, dated June
2, 2001*
99.(c)(2) Preliminary discussion materials presented by SG Cowen
Securities Corporation to the Cobalt Special Committee
on May 18, 2001**
99.(c)(3) Materials presented by SG Cowen Securities Corporation
to the Cobalt Special Committee on June 2, 2001**
99.(d)(1) Voting Agreement, dated June 2, 2001, by and among
Warburg, Pincus Equity Partners, L.P. and John W.P.
Holt***
99.(d)(2) Agreement and Plan of Merger by and between The Cobalt
Group, Inc. and Cobalt Acquisition Corporation dated as
of June 2, 2001*
99.(d)(3) Commitment Letter, dated June 2, 2001, from Warburg,
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Pincus Equity Partners, L.P. and certain affiliates to
The Cobalt Group, Inc.***
99.(d)(4) Press Release, dated October 30, 2001, announcing
adjournment of the special meeting of shareholders of
The Cobalt Group, Inc.
99.(f) Appraisal Rights under Washington General Corporation
Law*
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* Incorporated by reference from the initial preliminary
proxy statement, filed by the Company on June 29, 2001.
** Incorporated by reference from Amendment No. 2 to
Schedule 13E-3, filed on September 26, 2001.
*** Incorporated by reference from the Company's Current
Report on Form 8-K filed by the Company on June 5,
2001.
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After due inquiry and to the best of my knowledge and belief, I certify
that the information in this statement is true, complete and correct.
Dated: October 31, 2001
THE COBALT GROUP, INC.
By: /s/ John W.P. Holt
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Name: John W. P. Holt
Title: President and Chief Executive
Officer
COBALT ACQUISITION CORPORATION
By: /s/ Gregory Back
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Name: Gregory Back
Title: Vice President and Secretary
WARBURG, PINCUS EQUITY PARTNERS, L.P.
By: Warburg, Pincus & Co., General
Partner
By: /s/ Gregory Back
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Name: Gregory Back
Title: Partner
WARBURG, PINCUS & CO.
By: /s/ Gregory Back
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Name: Gregory Back
Title: Partner
WARBURG PINCUS LLC
By: /s/ Gregory Back
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Name: Gregory Back
Title: Member
/s/ John W.P. Holt
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John W. P. Holt
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/s/ Joseph P. Landy
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Joseph P. Landy
/s/ Ernest H. Pomerantz
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Ernest H. Pomerantz
/s/ Kevin Distelhorst
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Kevin Distelhorst
/s/ Michael Bell
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Michael Bell
/s/ David Cronk
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David Cronk
/s/ Geoffrey Barker
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Geoffrey Barker
/s/ Mark T. Koulogeorge
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Mark T. Koulogeorge
ENVIRONMENTAL PRIVATE EQUITY
FUND II, L.P.
By: Environmental Private Equity
Management Company II, L.P.,
General Partner
By: First Analysis Environmental
Management Company II, Managing
General Partner
By: /s/ Brett Maxwell
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Name: Brett Maxwell
Title: General Partner
THE PRODUCTIVITY FUND III, L.P.
By: First Analysis Management
Company III, LLC, General Partner
By: /s/ Brett Maxwell
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Name: Brett Maxwell
Title: Managing Member
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