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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) December 24, 1998
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COHR Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-27506 95-4559155
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
21540 Plummer Street, Chatsworth, California 91311
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (818) 773-2647
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n/a
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. Changes in Control of Registrant
On December 24, 1998, COHR Inc. (the "Company") and TCF Acquisition
Corporation, a Delaware corporation ("TCF Acquisition"), entered into a Plan and
Agreement of Merger (the "Agreement"). TCF Acquisition is a wholly-owned
subsidiary of Three Cities Fund II, L.P. and Three Cities Offshore II, C.V. (the
"Three Cities Funds"). Pursuant to the Agreement, TCF Acquisition has purchased
approximately 48% of the outstanding common stock in the Company at a price of
$5.125 per share from two major shareholders, and, as disclosed in a Tender
Offer Statement on Schedule 14D-1 dated January 4, 1999, has offered to purchase
all of the remaining outstanding common stock at a price of $5.375 per share in
cash. The tender offer is not subject to financing.
The Agreement also provides that the tender offer price will be
increased to $6.375 per share if the Company settles certain existing
shareholder litigation on a basis which will not require the Company to pay more
than $3.0 million, net of any insurance proceeds. Such increase will take effect
if the Company obtains a preliminary court order approving the settlement of
such litigation within 120 days of the commencement of the tender offer (subject
to extension to 210 days if a definitive settlement agreement is reached within
120 days).
The Agreement also provides for the subsequent merger of TCF
Acquisition with and into the Company (the "Merger") under certain
circumstances. In the Merger, each share of the Company's common stock
outstanding at the Effective Time (as defined in the Agreement, a copy of which
is filed as Exhibit 2.1 and incorporated herein by reference) will, by virtue of
the Merger and without any action by the holder thereof, be converted into the
right to receive, without interest, $5.375 per share (or $6.375 if the
aforementioned shareholder suits are settled on the aforementioned terms).
The Board of Directors of the Company (the "Board") has unanimously
approved the Agreement and the Merger and has recommended that the Company's
shareholders accept the tender offer.
As part of the transaction, Three Cities Research Inc., parent of the
Three Cities Funds, was granted the right to appoint two new directors to the
Board.
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ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
2.1 Plan and Agreement of Merger, dated December 24, 1998, between
COHR Inc. and TCF Acquisition Corporation
99.1 Press Release of COHR Inc., dated November 23, 1998
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned hereunto duly authorized.
COHR Inc.
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(Registrant)
By: /s/ RAYMOND E. LIST
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Raymond E. List
President and Chief Executive Officer
Date: January 4, 1999
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