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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
February 4, 1999
Date of report (Date of earliest event reported) ______________________________
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)
(818) 773-2647
Registrant's telephone number, including area code______________________________
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
Prior to the opening of trading on February 5, 1999, COHR
Inc., a Delaware corporation, announced that it had entered into an Amended and
Restated Plan and Agreement of Merger (the "Amended Merger Agreement") with TCF
Acquisition Corporation, a Delaware corporation (the "Purchaser"), a
wholly-owned subsidiary of Three Cities Fund II, L.P. and Three Cities Offshore
II, C.V. (the "Three Cities Funds"), that provides for the acquisition of all of
the common stock, par value $0.01 per share (the "Common Stock"), of the Company
by the Purchaser at a price of $6.50 per share net to the seller in cash,
without interest, through a tender offer. The price of $6.50 per share is an
increase over the Purchaser's prior outstanding tender offer of $5.375 per share
(which could have increased to $6.375 per share if the Company settled certain
existing stockholder litigation on a basis which would not require it to pay
more than $3.0 million, net of any insurance proceeds). In response to a
proposal by a Managed Health Care Associates, Inc., a competitor of the Company,
to purchase the Company, the Purchaser modified its outstanding tender offer to,
among other things, increase the price to $6.50 per share, and such offer has
been extended and is currently scheduled to expire at 12:00 midnight, Eastern
Standard Time, on February 24, 1999, unless it is further extended. The tender
offer is not subject to financing.
The Three Cities Funds currently own approximately 48% of the
issued and outstanding shares of Common Stock, which they purchased on December
24, 1998, and two of the Company's directors are affiliated with the Three
Cities Funds.
The Amended Merger Agreement also provides for the subsequent
merger of the Purchaser with and into the Company (the "Merger"). In the Merger,
each share of Common Stock outstanding at the Effective Time (as defined in the
Amended Merger 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, $6.50 per share.
The Board of Directors of the Company has unanimously approved
the Amended Merger Agreement and the Merger and has recommended that the
Company's stockholders accept the tender offer.
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ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
*2.1 Amended and Restated Plan and Agreement of Merger, dated as of February 4,
1999, between COHR Inc. (the "Company") and TCF Acquisition
Corporation.
**99.1 Press Release of the Company, dated February 4, 1999.
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* Incorporated by reference from the Company's Amendment No. 2
to Schedule 14D-9, filed on February 8, 1999.
** Incorporated by reference from the Company's Amendment No. 1
to Schedule 14D-9, filed on February 5, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report 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: February 9, 1999
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