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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
TEAM AMERICA CORPORATION
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(Name of Subject Company (issuer))
TEAM AMERICA CORPORATION
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(Names of Filing Persons (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 numbers of person authorized to
receive notices and communications on behalf of filing persons)
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
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Transaction Valuation Amount of Filing Fee
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$14,684,571(1) $2,937(2)
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(1) For the purpose of calculating the filing fee only, this amount is based on
the purchase of 2,175,492 Common Shares of TEAM America Corporation at
$6.75 per share.
(2) The amount of the filing fee equals 1/50th of one percent of the value of
the securities to be acquired.
[ ] Check the 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: ____________
Form or Registration No.: ____________
Filing Party: ____________
Date Filed: ____________
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[ ] 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 to following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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SCHEDULE TO
This Issuer Tender Offer Statement on Schedule TO (this "Schedule TO")
relates to the tender offer by TEAM America Corporation, an Ohio corporation
(the "Company"), to purchase up to 2,175,492 shares of common stock, no par
value per share, at a price, net to the seller in cash, of $6.75 per share, upon
the terms and subject to the conditions set forth in the offer to purchase,
dated November 30, 2000 (the "Offer to Purchase") and the related letter of
transmittal, which are herein collectively referred to as the "Offer." Copies of
such documents are filed as Exhibits (a)(1) and (a)(2), respectively, to this
Schedule TO.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Offer to Purchase under
"Summary Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the issuer is TEAM America Corporation.
The Company's principal executive offices are located
at 110 East Wilson Bridge Road, Worthington, Ohio
43085. The Company's telephone number is (614)
848-3995.
(b) The class of equity securities to which this Schedule
TO relates is the Company's common shares, no par
value (the "Shares"). As of November 10, 2000,
4,350,984 of the Shares were outstanding. Reference
is hereby made to the Introduction of the Offer to
Purchase, which Introduction is incorporated by
reference herein.
(c) The Shares are currently traded on the Nasdaq
SmallCap Market. Reference is hereby made to Section
7, "The Offer--Price Range of Shares," of the Offer
to Purchase, which section is incorporated by
reference herein.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
The Company is the person filing this Schedule TO. The
Company's address is 110 East Wilson Bridge Road, Worthington, Ohio 43085. The
Company's telephone number is (614) 848-3995. Reference is hereby made to
Section 10, "The Offer--Interest of Directors and Officers and Principal
Shareholders; Transactions and Arrangements Concerning Shares," of the Offer to
Purchase, which Section is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) Reference is hereby made to the Offer to Purchase
attached hereto as Exhibit (a)(1), which is
incorporated by reference herein and Section 3.1 of
the Agreement and Plan of Merger attached hereto as
Exhibit (a)(11), and incorporated by reference
herein.
(b) The Offer to Purchase is being made to all holders of
Shares, including executive officers, directors and
affiliates of the Company. Reference is hereby made
to Section 10, "The Offer--Interest of Directors and
Officers and Principal Shareholders; Transactions and
Arrangements Concerning Shares," of the Offer to
Purchase, which Section is incorporated herein by
reference.
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ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Reference is hereby made to Section 9, "The Offer--Certain
Information Concerning the Company" of the Offer to Purchase and attached hereto
as Exhibit (A)(1), which section is incorporated by reference herein.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) Reference is hereby made to Section 2, "The
Offer--Purpose of the Offer; Certain Effects of the
Offer" of the Offer to Purchase and attached hereto
as Exhibit (a)(1), which Section is incorporated by
reference herein.
(b) Reference is hereby made to Section 11, "The
Offer--Effects of the Offer on the Market for Shares"
of the Offer to Purchase and attached hereto as
Exhibit (a)(1), which Section is incorporated by
reference herein.
(c) Reference is hereby made to the "The Merger
Agreement" and Section 2, "The Offer--Purpose of the
Offer; Certain Effects of the Offer" of the Offer to
Purchase and attached hereto as Exhibit (a)(1), which
sections are incorporated by reference herein and
Article II of the Agreement and Plan of
Merger attached hereto as Exhibit (a)(11), and
incorporated by reference herein.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Reference is hereby made to Section 8, "The
Offer--Source and Amount of Funds" of the Offer to
Purchase and attached hereto as Exhibit (a)(1), which
Section is incorporated by reference herein and
Section 3.1 of the Agreement and Plan of Merger
attached hereto as Exhibit (a)(11), and incorporated
by reference herein.
(b) Reference is hereby made to Section 6, "The
Offer--Certain Conditions of the Offer" of the Offer
to Purchase and attached hereto as Exhibit (a)(1),
which Section is incorporated by reference herein and
Section 3.1 of the Agreement and Plan of Merger
attached hereto as Exhibit (a)(11), and incorporated
by reference herein.
(d) Reference is hereby made to Section 8, "The
Offer--Source and Amount of Funds" of the Offer to
Purchase and attached hereto as Exhibit (a)(1), which
Section is incorporated by reference herein and
Section 3.1 of the Agreement and Plan of Merger
attached hereto as Exhibit (a)(11), and incorporated
by reference herein.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Reference is hereby made to Section 10, "The
Offer--Interest of Directors and Officers and
Principal Shareholders; Transactions and Arrangements
Concerning Shares" of the Offer to Purchase and
attached hereto as Exhibit (a)(1), which Section is
incorporated herein by reference.
(b) Reference is hereby made to Section 10, "The
Offer--Interest of Directors and Officers and
Principal Shareholders; Transactions and Arrangements
Concerning Shares" of the Offer to Purchase and
attached hereto as Exhibit (a)(1), which Section is
incorporated herein by reference.
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ITEM 9. PERSONS / ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Reference is hereby made to Section 15, "The Offer--Fees and
Expenses" of the Offer to Purchase and attached hereto as Exhibit (a)(1), which
Section is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a)(1) The audited consolidated financial statements of the
Company as of and for the fiscal years ended December
31, 1998 and December 31, 1999 are incorporated by
reference into this Form TO by reference to the
Company's financial statements included as Item 8 to
the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999 filed with the
Securities and Exchange Commission (the "SEC") on
April 14, 2000.
(a)(2) The unaudited consolidated financial statements of
the Company for the three and six month fiscal
periods ended September 30, 2000 are incorporated
into this Schedule TO by reference to Part I of the
Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2000, filed with the SEC
on November 14, 2000.
(b) Pro forma financial statements of the Company are not
material to the Offer and are not included.
ITEM 11. ADDITIONAL INFORMATION.
(a) Reference is hereby made to Section 10, "The
Offer--Interest of Directors and Officers and
Principal Shareholders; Transactions and Arrangements
Concerning Shares" of the Offer to Purchase and
attached hereto as Exhibit (a)(1), which Section is
incorporated herein by reference.
(b) Reference is hereby made to Section 12, "The
Offer--Certain Legal Matters; Regulatory Approvals" of
the Offer to Purchase and attached hereto as Exhibit
(a)(1), which Section is incorporated herein by
reference.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(5) Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(a)(6) Letter to Shareholders from Kevin T.
Costello, President and Chief Executive Officer of
the Company, dated as of November 27, 2000.
(a)(7) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(8) Press Release dated as of June 19, 2000. (Reference
is made to Exhibit 99 to Current Report on Form 8-K
dated June 20, 2000, and incorporated by reference
herein.)
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(a)(9) Not applicable.
(a)(10) Not applicable.
(a)(11) Agreement and Plan of Merger dated as of June 16,
2000, as amended. (Reference is made to Appendix A to
the Registration Statement on Form S-4 filed on
August 11, 2000, and incorporated by reference
herein.)
(b) Commitment Letter from Provident Bank.
(d) Voting Agreement.(Reference is made to Exhibit 10.4
to the Registration Statement on Form S-4 (Reg. No.
333-43630) filed with the Commission on August 11,
2000, as amended).
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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SIGNATURE
After due 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.
Date: November 30, 2000 TEAM America Corporation
By: /s/ Thomas L. Gerlacher
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Thomas L. Gerlacher, Vice President
and Chief Financial Officer
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INDEX TO EXHIBITS
(a)(1) Offer to Purchase.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(5) Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(a)(6) Letter to Shareholders from Kevin T.
Costello, President and Chief Executive Officer of
the Company, dated as of November 27, 2000.
(a)(7) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(8) Press Release dated as of June 19, 2000. (Reference
is made to Exhibit 99 to Current Report on Form 8-K
dated June 20, 2000, and incorporated by reference
herein.)
(a)(9) Not applicable.
(a)(10) Not applicable.
(a)(11) Agreement and Plan of Merger dated as of June 16,
2000, as amended. (Reference is made to Appendix A to
the Registration Statement on Form S-4 filed on
August 11, 2000, and incorporated by reference
herein.)
(b) Commitment Letter from Provident Bank.
(d) Voting Agreement. (Reference is made to Exhibit 10.4
to the Registration Statement on Form S-4 (Reg. No.
333-43630) filed with the Commission on August 11,
2000, as amended).
(g) Not applicable.
(i) Not applicable.
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