SCHEDULE 13E-3
(AMENDMENT NO. 5)
Final Amendment
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: [ ]
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. 5 to the Rule 13e-3 Transaction Statement on Schedule
13E-3 (as amended by Amendments No. 1, No. 2, No. 3 and No. 4 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 ("Merger Sub"). This Amendment No. 5 is
being filed by the Company, the issuer of the equity securities which are the
subject of the Rule 13e-3 transaction, Merger Sub, Warburg, Pincus Equity
Partners, L.P., Warburg, Pincus & Co., Warburg Pincus LLC and the following
directors, executive officers and shareholders of the Company: Joseph P. Landy,
Ernest H. Pomerantz, John W.P. Holt, Mark T. Koulogeorge and Geoffrey T. Barker,
each of whom are members of the Company's Board of Directors, Kevin Distelhorst,
a vice president of the Company and the general manager of the Company's
IntegraLink division, Michael Bell, a vice president of the Company and the
general manager of the Company's PartsVoice division, David Cronk, the vice
president of operations of the Company, Environmental Private Equity Fund II,
L.P., a shareholder of the Company and The Productivity Fund III, L.P., a
shareholder of the Company.
The purpose of this Amendment No. 5 is to file a final amendment to the
Transaction Statement to report the results of the Rule 13e-3 transaction
pursuant to Rule 13e-3(d)(3). Capitalized terms not otherwise defined herein
shall have the meanings set forth in the Transaction Statement.
On November 13, 2001, the Company held a special meeting of its
shareholders for the purpose of voting upon the Merger Agreement. At the special
meeting, approximately 76% of the issued and shares of Common Stock that were
entitled to vote at the special meeting approved the Merger Agreement.
Immediately after the meeting, the Company filed Articles of Merger with the
Secretary of State of the State of Washington, at which time Merger Sub was
merged (the "Merger") with and into the Company, with the Company as the
surviving corporation (the "Surviving Corporation") and the separate corporate
existence of Merger Sub ceased. Immediately following consummation of the
Merger, Warburg, Pincus Equity Partners, L.P. and certain of its affiliates
("Warburg Pincus") purchased shares of the Surviving Corporation's Series A
Convertible Preferred Stock (the "Preferred Stock"). The Company will use the
proceeds received from Warburg Pincus for the Preferred Stock to pay the merger
consideration.
As a result of the Merger, the Common Stock of the Company ceased to trade
on the Nasdaq Stock Market and became eligible for delisting from the Nasdaq
Stock Market and termination of registration pursuant to Section 12(g)(4) and
12(h)(3) of the Exchange Act. Accordingly, on November 13, 2001, the Company
filed a Certification and Notice of Termination of Registration on Form 15 with
the Securities and Exchange Commission and notified the Nasdaq Stock Market of
its delisting.
ITEM 16. EXHIBITS
99.(a)(1) Definitive Proxy Statement for the Special Meeting of
Shareholders of The Cobalt Group, Inc. filed on October 4,
2001, is incorporated herein by reference.
99.(a)(2) Proxy Statement Supplement filed by The Cobalt Group, Inc.
on November 6, 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, Pincus
Equity Partners, L.P. and certain of its affiliates to The
Cobalt Group, Inc.***
99.(d)(4) Subscription Agreement, dated November 13, 2001, by and
between The Cobalt Group, Inc. and Warburg, Pincus Equity
Partners, L.P. and certain of its affiliates
99.(d)(5) Press Release, dated October 30, 2001, announcing the
adjournment of the special meeting of shareholders of The
Cobalt Group, Inc.****
99.(d)(6) Press Release, dated November 13, 2001, announcing the
closing of the merger between Cobalt Acquisition Corporation
and 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 Schedule 13D filed by Warburg,
Pincus Equity Partners, L.P. and certain affiliates on June 5, 2001.
**** Incorporated by reference from Amendment No. 3 to Schedule 13E-3,
filed on October 31, 2001
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: November 14, 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
/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