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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OR 13(e)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
TEAM AMERICA CORPORATION
(Name of Subject Company (Issuer))
TEAM AMERICA CORPORATION (issuer and offeror)
(Name of Filing Person(s) (Identifying Status as Offeror,
Issuer or Other Person))
Common Stock, no par value
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(Title of class of securities)
878153 10 5
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(CUSIP number of class of securities)
THOMAS GERLACHER
Vice President and Chief Financial Officer
TEAM AMERICA CORPORATION
110 East Wilson Bridge Road
Worthington, OH 43085
Telephone: (614) 848-3995
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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:
ROBERT J. TANNOUS, ESQ.
PORTER, WRIGHT, MORRIS & ARTHUR LLP
41 South High Street
Columbus, Ohio 43215
(614) 227-1953
CALCULATION OF FILING FEE
================================================================================
Transaction Valuation* Amount of Filing Fee
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* Pursuant to General Instruction D to Schedule TO, no filing fee is required
for this filing, which contains solely preliminary communications made before
the commencement of a tender offer.
[ ] 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 the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
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Form or Registration No.: N/A Date Filed: N/A
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
PRESS RELEASE
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News
For Immediate Release
MUCHO.COM AND TEAM AMERICA SIGN DEFINITIVE MERGER AGREEMENT
LAFAYETTE, CALIFORNIA AND COLUMBUS, OHIO--JUNE 19, 2000: Mucho.com, an online
business center (OBC), announced today it has entered into a Definitive
Agreement and Plan of Merger with Ohio-based TEAM America Corporation (NASDAQ:
TMAM), a Professional Employer Organization (PEO.) In connection with the
merger, Mucho shareholders will receive up to 5,925,925 shares of TEAM America
stock. The merger values TEAM America at $29 million, and the combined companies
will have a valuation of approximately $70 million. TEAM America shareholders
who choose to opt out of their holdings will receive $6.75 per share in cash
through a self-tender offer for up to 50% of TEAM America's outstanding common
stock. The merger will be subject to certain conditions, including regulatory
and stockholder approval of both companies. Upon consummation of the merger,
TEAM America will change its name to Mucho.com, Inc., but will continue to
operate its PEO business under the name of TEAM America Human Resources.
Mucho's combination with TEAM America will bolster Mucho.com's human resource
service offering while giving the combined company cross-selling access to TEAM
America's 1,800 client businesses. TEAM America's "partners in employment" will
have the added benefit of being Mucho.com Online Business Center members.
S. Cash Nickerson, Chairman and CEO of Mucho.com, will become Chairman and CEO
of the combined company while current TEAM America President and CEO, Kevin T.
Costello, will serve as President and COO. Jose Blanco, CFO of Mucho.com, will
become CFO. David Waal, President of Mucho.com, will serve as COO of Internet
Development and will continue to oversee the Internet business operations. Tom
Gerlacher, CFO of TEAM America, will become the Chief Accounting Officer.
According to Nickerson, "The merger has the following key benefits: first,
intend for TEAM's 1,800 clients to become key residents of the Mucho.com online
business center; second, we expect to web-enable TEAM's proprietary software
TEAM Direct and energize TEAM's growth rate; and third, Mucho.com plans to have
a special section of Mucho.com for TEAM's 16,000 worksite employees and their
families."
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"The PEO industry continues to expand at a rate of growth of 30% per year,"
according to Costello, "This merger allows us to add even greater, more powerful
benefits and capabilities across the board to the client services of both Mucho
and TEAM America. The combination of TEAM America and Mucho.com is positioned to
be the standard bearer for synergistic business solutions."
Mucho.com is committed to helping small businesses as they face the considerable
learning and adoption curves that must be mastered to realize the Internet's
full potential as a business platform. Mucho.com has positioned itself to be the
key Internet destination for small and growing companies. Its comprehensive
offering of expert business content, interactive tools, services and products in
an intuitive, easy-to-navigate environment gives small business decision-makers
an integral Web solution that simplifies everyday business operations. Founded
and managed by small business owners, Mucho.com helps small businesses get more
done with a team of professionals who have already done it.
Through its "Partnering in Employment" arrangement with its clients, TEAM
America provides outsourcing to small and medium sized businesses in the areas
of human resource administration, regulatory compliance management, employee
benefits administration, risk management services and employer liability
protection, payroll and payroll tax administration and placement services. As a
result, TEAM America relieves clients from these administrative responsibilities
and liabilities so they can focus on their core business strategies.
TEAM America has offices in Columbus, Cleveland, Dayton, and Cincinnati, Ohio;
Orlando, Florida; San Francisco, Silicon Valley and San Diego, California; Troy,
Michigan; Twin Falls, Idaho; Salt Lake City, Utah; Stevensville, Montana;
Redmond, Oregon; Corinth, Mississippi; and Selmer, Tennessee.
For more information regarding Mucho.com, contact Matt Geiser, Rogue Media, at
925-962-0174 or Steve Luckenbach, Mucho.com, at 925-299-2500. For more
information regarding TEAM America Corporation, contact Kevin Costello at
614-848-3995 or Toll Free: 800-962-2758.
This press release contains statements that are not purely historical, and as
such are forward-looking statements under the federal securities laws. These
include forward-looking statements regarding both companies' management's
intentions, plans, hopes, beliefs, expectations or projections of the future,
and include statements in this document regarding: the combined company's
expectation for continued growth prospects. These forward looking statements
involve risks and uncertainties, including without limitation, whether the
combined company's services will be accepted and adopted by current customers
and prospective customers; whether the combined company can successfully and
profitably expand and operate its business; whether consumers will sign up for
and use the combined company's services when and as expected; whether the two
companies will be able to successfully integrate their businesses; whether the
combined company's business and market assumptions supporting current revenue
and earnings projections will prove to be accurate; and the various risks
inherent in the combined company's business and other risks and uncertainties as
detailed (applicable to TEAM) from time to time in TEAM's periodic reports filed
with the Securities and Exchange Commission. These SEC filings include Form 10-K
for the year ended December 31, 1999 (filed April 14, 2000) and Form 10-Q for
the quarter ended March 31, 2000 (filed May 18, 2000). One or more of these
factors have affected, and could in the future affect, the combined
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company's business and financial results in future periods, and could cause
actual results to differ materially from plans and projections. There can be no
assurance that the forward-looking statements made in this press release will
prove to be accurate, and issuance of such forward-looking statements should not
be regarded as a representation by TEAM or Mucho, or any other person, that the
objectives and plans of the combined company will be achieved. All
forward-looking statements made in this press release are based on information
presently available to TEAM's and Mucho's management, and neither TEAM or Mucho
assumes any obligation to update any forward-looking statements.
Investors and security holders are urged to read the Proxy Statement/Information
Statement/Prospectus regarding this transaction contained in the TEAM America
Corporation Registration Statement on Forms- 4, when it becomes available,
because it will contain important information. Investors and security holders
are also urged to read the Tender Offer Statement regarding TEAM America's
proposed self-tender offer for its shares of common stock, when it becomes
available, because it will also contain important information. These documents
will be filed with the United States Securities and Exchange Commission. When
these and other documents are filed with the SEC, they may be obtained free at
the SEC's web site at www.sec.gov. You may also obtain copies of these documents
for free (when available) from TEAM America by directing your request to Mr.
Kevin Costello, President and CEO, by e-mail at [email protected] or by
phone at (614) 848-3995.
