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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TEAM America Corporation
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
878153 10 5
(CUSIP Number)
Craig R. Culbertson, One IBM Plaza, Chicago, Illinois 60611 (312) 222-9350
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 27, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13-d- 1(e), 13-d-1(f) or 13-d-1(g), check the following
box / /.
Schedules file in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13D-7(b) for other parties to
whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
S. Cash Nickerson
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)x
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3 SEC Use Only
4 Source of Funds (See Instructions): Not Applicable
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
6 Citizenship or Place of Organization United States
7 Sole Voting Power 465,171
NUMBER OF -------------------------------------------------------
SHARES
BENEFICIALLY 8 Shared Voting Power 0
OWNED BY -------------------------------------------------------
EACH
REPORTING 9 Sole Dispositive Power 465,171
PERSON WITH
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10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person 465,171*
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13 Percent of Class Represented by Amount in Row (11) 10.6%
14 Type of Reporting Person (See Instructions: IN
*Includes 138,000 immediately excersicable options held by Mr. Nickerson.
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INSTRUCTIONS FOR COVER PAGE
(1) Names and I.R.S. Identification Numbers of Reporting Persons - Furnish
the full legal name of each person for whom the report is filed - i.e.,
each person required to sign the schedule itself - including each
member of a group. Do not include the name of a person required to be
identified in the report but who is not a reporting person. Reporting
persons that are entities are also requested to furnish their I.R.S.
identification numbers, although disclosure of such numbers is
voluntary, not mandatory see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH
SCHEDULE 13D" below)
(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and such members is expressly affirmed, please
check row 2(a). If the membership in a group is disclaimed or the
reporting person describes a relationship with other persons but does
not affirm the existence of a group, please check row 2(b) unless a
joint filing pursuant to Rule 13d-1(f)(l) in which case it may not be
necessary to check row 2(b).
(3) The 3rd row is for SEC internal use; please leave blank.
SCHEDULE 13D
Schedule 13D dated February 13, 1998 is amended by the substitution of Items 4
and 7 for Items 4 and 7 in such Schedule 13D.
Item 4. Purpose of Transaction
(a) Reference is made to Item 4(b)
(b) On July 27, 1999, Mr. Nickerson on behalf of MuchoCode.com, Inc., a Nevada
Corporation, in which Mr. Nickerson is an officer, director and controlling
shareholder and certain other investors sent a letter to TEAM America
Corporation's chief executive officer offering to purchase all of the
outstanding shares of TEAM America Corporation for $25 million or approximately
$6.00 per share. The structure of the transaction has not yet been determined.
(c) Reference is made to Item 4(b).
(d) Reference is made to Item 4(b)
(e) Reference is made to Item 4(b).
(f) Reference is made to Item 4(b).
(g) Reference is made to Item 4(b).
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(h) Reference is made to Item 4(b).
(i) Reference is made to Item 4(b).
(j) Reference is made to Item 4(b).
Item 7. Material to be filed as Exhibits
(1) Attached as Exhibit A are copies of two stock option agreements entered into
between Mr. Nickerson and Team America.*
(2) Attached as Exhibit B is Mr. Nickerson's letter on behalf of MuchoCode.com,
Inc. offering to purchase all of the shares of TEAM America Corporation.
* This exhibit was filed with the original Schedule 13D filed on February 13,
1998.
SIGNATURES
After reasonable 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.
Dated: July 28, 1999 /s/ S. Cash Nickerson
--------------------------------
S. Cash Nickerson
TEAMCORP.WPD
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EXHIBIT 2
STEVEN CASH NICKERSON
MUCHOCODE.COM, INC.
3717 MT. DIABLO BLVD., SUITE 100
LAFAYETTE, CA 94549
July 27, 1999
Kevin Costello
CEO and President
Team America Corporation
110 East Wilson Bridge Road
Worthington, Ohio
Dear Kevin,
I am a member of a group of investors that would like to purchase the stock of
Team America Corporation. We are prepared to offer a substantial premium to the
current public stock price which today opened at 3-5/8.
PRICE. Our offer, subject to the execution of a definitive purchase agreement
and the confirmation of acceptable financing, is for $25 million (twenty-five
million dollars) or approximately $6 (six dollars) per outstanding share. It is
currently anticipated that shareholders would have a choice of cash or a
combination of cash and shares in Muchocode.com, a young Internet company.
Shareholders will be provided with substantial information about MuchoCode.com
and its business plan so that they can make a properly informed decision.
TIMING. The offer will remain open for 30 days (thirty days) which should allow
plenty of time for the announcement of second quarter earnings and any other
material information to be disclosed. From the time of acceptance of the offer,
anticipate needing approximately 60 days (sixty days) to close the transaction,
subject to appropriate SEC approvals and timing associated therewith.
MANAGEMENT. The offer is contingent on MuchoCode.com reaching an acceptable
arrangement with you to remain as CEO of Team America Corporation. At the time,
the investment group has no interest in a non-consensual transaction, and
everyone believes that your continued leadership of the PEO division is critical
to its success.
STRUCTURE. The exact form and structure of the transaction will be subject to
tax considerations, which are under review, but it is currently anticipated that
the company will be a subsidiary of MuchoCode.com and retain a separate
identity.
DUE DILIGENCE. Operational due diligence is expected to be efficient as the
investors understand the issues affecting PEO's and should not last more than 30
days (thirty days). Our financing sources will need to be comfortable with
projected EBITDA and risk management.
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I am filing simultaneous herewith an amended 13D with the SEC which indicates
that my intent has changed from investment intent to an intention consistent
with this action. I am filing a copy of this letter with the amendment to assure
proper disclosure. I am also recusing myself as a board member or officer from
any consideration with respect to the sale of the company. In the event that
company counsel has any questions or concerns would you please ask that they
contact Craig Culbertson at Jenner & Block in Chicago at (312) 222-9350.
Questions regarding the offer otherwise should be addressed to me. We look
forward to hearing from you.
Best Regards,
/s/ S. Cash Nickerson
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S. Cash Nickerson
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