<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
TEAM AMERICA CORPORATION
(Name of Issuer)
TEAM AMERICA CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
878153 10 5
(CUSIP Number of Class of Securities)
------------------------------
- --------------------------------------------------------------------------------
Kevin T. Costello (with copies to)
President, Chief Executive Officer and Director Robert J. Tannous, Esq.
TEAM America Corporation Porter Wright Morris & Arthur LLP
110 East Wilson Bridge Road 41 South High Street
Worthington, Ohio 43085 Columbus, Ohio 43215-6194
(614) 848-3995 (614) 227-1953
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. /X/ The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13E-3(c) under the
Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities Act of 1933.
c. / / A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. /X/
Calculation of Filing Fee
- --------------------------------------------------------------------------------
Transaction Valuation (1) Amount of Filing Fee (1)
$33,947,180 $6,790
- --------------------------------------------------------------------------------
(1) Determined in accordance with Rule 0-11(d) of the Securities Exchange
Act of 1934. The fee was computed on the basis of the purchase of
4,332,999 shares of Common Stock, no par value, of the Issuer at $7.75
per share and $366,438 of cash consideration payable in connection with
the cancellation of in-the-money stock options.
<PAGE> 2
/X/ 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 Filing.
Amount Previously Paid: $6,790
Form or Registration No.. Schedule 14A
Filing Party: TEAM America Corporation
Date Filed: February 7, 2000
- --------------------------------------------------------------------------------
CROSS REFERENCE SHEET
The following cross reference sheet is being supplied pursuant to
General Instruction F to Schedule 13E-3 and shows the location in the Schedule
14A filed by TEAM America Corporation with the Securities and Exchange
Commission on the date hereof (the "Proxy"), of the information required to be
included in response to the items of this statement. The information in the
Schedule 14A, which is attached hereto as Exhibit 17(d), is hereby expressly
incorporated herein by reference and the responses to each item are qualified in
their entirety by the provisions of the Schedule 14A.
<TABLE>
<CAPTION>
- ------------------------- --- ------------------------------------------------------------------------
ITEM IN WHERE LOCATED
SCHEDULE 13E-3 IN SCHEDULE 14A
- ------------------------- --- ------------------------------------------------------------------------
<S> <C> <C>
Items 1(c)-(d) "SUMMARY--Market Prices for Common Stock and Dividends" and "MARKET
PRICES OF COMMON STOCK AND DIVIDENDS"
- ------------------------- --- ------------------------------------------------------------------------
Item 3(b) "SUMMARY--Background Of The Merger Transaction," "--Shareholder Voting
Agreement," "SPECIAL FACTORS--Interests of Directors And Officers In
The Merger That Are Different From Your Interests Or Which May Present
Conflicts Of Interest," "--Background Of The Merger Transaction,"
"--Opinion Of TEAM America's Financial Advisor," "--Certain Effects Of
The Merger," "THE MERGER --Financing" and "--Shareholder Voting
Agreement"
- ------------------------- --- ------------------------------------------------------------------------
Item 4(a) "SUMMARY," "SPECIAL FACTORS" and "THE MERGER"
Item 4(b) "SUMMARY--Purpose And Reasons of GES And The Continuing Shareholders
For Merger Transaction," "--Interests Of Directors And Officers In The
Merger That Are Different From Your Interests Or Which May Present
Conflicts Of Interest," "SPECIAL FACTORS--Interests Of Directors And
Officers In The Merger That Are Different From Your Interests Or Which
May Present Conflicts Of Interest" and "--Certain Effects Of The
Merger"
- ------------------------- --- ------------------------------------------------------------------------
Item 5(a) "SUMMARY--The Proposal," "--Purpose And Reasons Of GES And The
Management Group For The Merger Transaction," "--Purpose Of The
Special Meeting," "SPECIAL FACTORS--Interests Of Directors And
Officers In The Merger That Are Different From Your Interests Or Which
May Present Conflicts Of Interest" and "THE MERGER--Conversion Of
Securities"
- ------------------------- --- ------------------------------------------------------------------------
Item 5(c) "SUMMARY--Interests Of Directors And Officers In The Merger That Are
Different From Your Interests Or Which May Present Conflicts Of
Interests" and "SPECIAL FACTORS--Interests Of Directors And Officers
In The Merger That Are Different From Your Interests Or Which May
Present Conflicts Of Interest--Employment Agreements"
Item 5(d) "SUMMARY--Financing Of The Merger," and "THE MERGER--Financing"
- ------------------------- --- ------------------------------------------------------------------------
</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C>
- ------------------------- --- ------------------------------------------------------------------------
Items 5(f) and (g) "SUMMARY--Certain Effects Of The Merger" and "SPECIAL FACTORS--Certain
Effects Of The Merger"
- ------------------------- --- ------------------------------------------------------------------------
Item 6(a) "SUMMARY--Financing Of The Merger" and "THE MERGER--Financing"
Item 6(b) "THE MERGER--Expenses"
- ------------------------- --- ------------------------------------------------------------------------
Item 6(c) "SUMMARY--Financing Of The Merger" and "THE MERGER--Financing"
- ------------------------- --- ------------------------------------------------------------------------
Items 7(a)-(c) "SUMMARY--Background Of The Merger Transaction," "--The Independent
Directors' And Board Of Directors' Recommendation," "--Purpose And
Reasons Of GES And The Management Group For The Merger Transaction,"
"SPECIAL FACTORS--Background Of The Merger Transaction," "--Certain
Effects Of The Merger" and "--Purpose And Reasons Of GES And The
Management Group For The Merger Transaction"
- ------------------------- --- ------------------------------------------------------------------------
Item 7(d) "SUMMARY--Certain Effects Of The Merger," "--Federal Income Tax
Considerations," "--Rights Of Dissenting Shareholders," "--Accounting
Treatment," "THE MERGER--Accounting Treatment," "--Dissenters'
Rights," "SPECIAL FACTORS--Certain Effects Of The Merger," "--Conduct
Of TEAM America's Business After The Merger," "--Interests Of
Directors And Officers That Are Different From Your Interests Or Which
May Present Conflicts of Interest," "THE MERGER --Indemnification And
Insurance," "FEDERAL INCOME TAX CONSIDERATIONS" and "PENDING
LITIGATION RELATED TO THE MERGER"
- ------------------------- --- ------------------------------------------------------------------------
Items 8(a)-(b) and (d)-(f) "INTRODUCTION," "SUMMARY--Background Of The Merger Transaction,"
"--The Independent Directors' And Board Of Directors' Recommendation,"
"--Opinion Of TEAM America's Financial Advisor," "--Purpose And
Reasons Of GES And The Management Group For The Merger Transaction,"
"--Position Of The Management Group As To Fairness Of The Merger
Transaction" and "SPECIAL FACTORS"
- ------------------------- --- ------------------------------------------------------------------------
Item 8(c) "SUMMARY--Vote Required" and "THE PROPOSAL--Vote Required; Record
Date"
- ------------------------- --- ------------------------------------------------------------------------
Items 9(a)-(c) "SUMMARY--Opinion Of TEAM America's Financial Advisor" and "SPECIAL
FACTORS--Opinion Of TEAM America's Financial Advisor"
- ------------------------- --- ------------------------------------------------------------------------
Items 10(a) and (b) "PRINCIPAL SHAREHOLDERS AND SHARE OWNERSHIP OF MANAGEMENT,"
"SUMMARY--Shareholder Voting Agreement," "THE MERGER--Treatment Of
Stock Options," "--Financing Of The Merger" and "--Shareholder Voting
Agreement"
- ------------------------- --- ------------------------------------------------------------------------
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
- ------------------------- --- ------------------------------------------------------------------------
Item 11 "SUMMARY--Shareholder Voting Agreement," "--Interests Of Directors And
Officers In The Merger That Are Different From Your Interests Or Which
May Present Conflicts Of Interest," "SPECIAL FACTORS--Interests Of
Directors And Officers In The Merger That Are Different From Your
Interests Or Which May Present Conflicts Of Interest," "--Purpose And
Reasons Of GES And The Management Group For The Merger Transaction,"
"THE MERGER--Treatment Of Stock Options" and "--Shareholder Voting
Agreement"
- ------------------------- --- ------------------------------------------------------------------------
Items 12(a) and (b) "SUMMARY--Purpose Of The Special Meeting," "--Vote Required,"
"--Purpose And Reasons Of GES And The Management Group For The Merger
Transaction," "--Shareholder Voting Agreement," "--Position Of The
Management Group As To Fairness Of The Merger Transaction," "SPECIAL
FACTORS--Background Of The Merger Transaction," "--Interests Of
Directors And Officers In The Merger That Are Different From Your
Interests Or Which May Present Conflicts Of Interest--Post Merger
Transaction Ownership Of TEAM America," "--Position Of The Management
Group As To Fairness Of The Merger Transaction" and "--Certain Effects
Of The Merger"
Item 13(a) "SUMMARY--Rights Of Dissenting Shareholders," "SPECIAL
FACTORS--Position Of The Management Group As To Fairness Of The Merger
Transaction" and "THE MERGER--Dissenters' Rights"
Item 14(a) "Summary--Summary Of Selected Consolidated Financial Data"
Item 15(a) "SUMMARY--Interests Of Directors And Officers In The Merger That Are
Different From Your Interests Or Which May Present Conflicts Of
Interest" and "SPECIAL FACTORS--Interests Of Directors And Officers In
The Merger That Are Different From Your Interests Or Which May Present
Conflicts Of Interest--Employment Agreements"
- ------------------------- --- ------------------------------------------------------------------------
Item 15(b) "PROXY SOLICITATION"
- ------------------------- --- ------------------------------------------------------------------------
</TABLE>
This Rule 13E-3 Transaction Statement (the "Statement") relates to the
Agreement and Plan of Merger dated February 7, 2000 (the "Agreement"), a copy of
which is attached as Appendix A to the Schedule 14A (the "Schedule 14A") filed
by the Issuer with the Securities and Exchange Commission on the date hereof.
All references below to the "Proxy" are references to the Schedule 14A. Pursuant
to the Agreement, TEAM Acquisition, Inc. ("TAI"), an Ohio corporation (the
"Purchaser") and wholly owned subsidiary of Global Employment Solutions, Inc.
("GES"), a Colorado corporation (the "Parent"), will be merged with and into
TEAM America Corporation, an Ohio corporation (the "Issuer"), and all
outstanding shares of Common Stock (except for 750,000 shares of Common Stock
held by certain shareholders of the Company), no par value, of the Issuer (the
"Common Stock"), will be canceled and exchanged for the right to receive $7.75
per share, net to the seller in cash without interest thereon, upon the terms
and subject to the conditions set forth in the Agreement.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE
TRANSACTION
<PAGE> 5
(a) The name of the issuer is TEAM America Corporation,
an Ohio corporation (also referred to as the
"Company"). The address of the Company's principal
executive offices is 110 East Wilson Bridge Road,
Worthington, Ohio 43085. The class of equity
securities to which this statement relates is Common
Stock, no par value, of the Company.
(b) The title of the Securities subject to the
transaction is Common Stock, no par value. As of
February 7, 2000 there were approximately 4,332,999
shares of Common Stock outstanding. As of February 7,
2000, there were approximately 158 record holders of
Common Stock.
(c)-(d) The information set forth in the Proxy under the
headings "SUMMARY--Market Prices For Common Stock And
Dividends" and "MARKET PRICES OF COMMON STOCK AND
DIVIDENDS" is incorporated herein by reference.
(e) The Company consummated an initial public offering of
1,250,000 shares of Common Stock on December 10,
1996. The offering price per share of Common Stock
sold in the initial public offering was $12.00 and
the aggregate proceeds to the Company equaled
$13,912,500.
(f) Not applicable.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(d),(g) This Statement is filed by the Company. The
Company is the issuer of the Common Stock subject to
the Rule 13e-3 transaction. The information set forth
in the Company's Definitive Proxy Statement on
Schedule 14A, as filed with the Securities and
Exchange Commission on April 21, 1999 in conjunction
with the 1999 Annual Meeting of Shareholders, under
the heading "INFORMATION CONCERNING THE BOARD OF
DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL
SHAREHOLDERS" is hereby incorporated by reference
pursuant to General Instruction D of Schedule 13E-3.
(e) Not Applicable.
(f) Not Applicable.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a)(1) Not Applicable.
(a)(2) Not Applicable.
(b) The information set forth in the Proxy under the
headings "SUMMARY--Background Of The Merger
Transaction," "--Shareholder Voting Agreement,"
"SPECIAL FACTORS--Interests Of Directors And
Officers In The Merger That Are Different From Your
Interests Or Which May Present Conflicts Of
Interest," "--Background Of The Merger Transaction,"
"--Opinion Of TEAM America's Financial Advisor,"
"Certain Effects Of The Merger," "THE
MERGER--Financing" and "--Shareholder Voting
Agreement" is incorporated herein by reference. The
information set forth in the Company's Definitive
<PAGE> 6
Proxy Statement on Schedule 14A, as filed with the
Securities and Exchange Commission on April 21, 1999
in conjunction with the 1999 Annual Meeting of
Shareholders, under the heading "CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS" is
hereby incorporated by reference pursuant to General
Instruction D of Schedule 13E-3.
ITEM 4. TERMS OF THE TRANSACTION
(a) The information set forth in the Proxy under the
headings "SUMMARY," "SPECIAL FACTORS" and "THE
MERGER" is incorporated herein by reference.
(b) The information set forth in the Proxy under the
headings "SUMMARY--The Purpose And Reasons of GES
And The Management Group For the Merger
Transaction," "--Interests Of Directors And Officers
In The Merger That Are Different From Your Interests
Or Which May Present Conflicts Of Interest,"
"SPECIAL FACTORS--Interests Of Directors And
Officers In The Merger That Are Different From Your
Interests Or Which May Present Conflicts Of
Interest" and "--Certain Effects Of The Merger" is
incorporated herein by reference.
ITEM 5. PLANS AND PROPOSALS OF THE ISSUER OR AFFILIATE
(a) The information set forth in the Proxy under the
headings "SUMMARY--The Proposal," "--Purpose And
Reasons Of GES And The Management Group For The
Merger Transaction," "--Purpose Of The Special
Meeting," "SPECIAL FACTORS--Interests Of Directors
And Officers In The Merger That Are Different From
Your Interests Or Which May Present Conflicts Of
Interest" and "THE MERGER--Conversion Of Securities"
is incorporated herein by reference.
(b) Not applicable.
(c) Upon consummation of the Rule 13e-3 transaction,
the current board of directors of the Company shall
resign and the current board of directors of TAI
shall become the board of directors of the surviving
entity. The information set forth in the Proxy under
the headings "SUMMARY--Interests Of Directors And
Officers In The Merger That Are Different From Your
Interests Or Which May Present Conflicts Of
Interest" and "SPECIAL FACTORS--Interests Of
Directors And Officers In The Merger That Are
Different From Your Interests Or Which May Present
Conflicts Of Interest--Employment Agreements" is
incorporated herein by reference.
(d) The information set forth in the Proxy under the
headings "SUMMARY--Financing Of The Merger" and "THE
MERGER--Financing" is incorporated herein by
reference.
(e) Not applicable.
(f)-(g) The information set forth in the Proxy under the
heading "SUMMARY--Certain
<PAGE> 7
Effects Of The Merger" and "SPECIAL FACTORS--Certain
Effects Of The Merger" is incorporated herein by
reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
(a) The information set forth in Proxy under the headings
"SUMMARY--Financing Of The Merger" and "THE
MERGER--Financing" is incorporated herein by
reference.
(b) The information set forth in the Proxy under the
headings "THE MERGER--Financing--Expenses Of The
Transaction" is incorporated herein by reference.
(c) The information set forth in the Proxy under the
headings "SUMMARY--Financing Of The Merger" and "THE
MERGER--Financing" is incorporated by reference.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS
(a)-(c) The information set forth in the Proxy under the
headings "SUMMARY--Background Of The Merger
Transaction," "--The Independent Directors' And Board
Of Directors' Recommendation," "--Purpose And Reasons
Of GES And The Management Group For The Merger
Transaction," "SPECIAL FACTORS--Background of the
Merger Transaction," "--Certain Effects Of The
Merger" and "--Purpose And Reasons Of GES And The
Management Group For The Merger Transaction" is
incorporated herein by reference.
(d) The information set forth in the Proxy under the
headings "SUMMARY--Certain Effects Of The Merger,"
"--Federal Income Tax Considerations," "--Rights Of
Dissenting Shareholders," "--Accounting Treatment,"
"THE MERGER--Accounting Treatment," "SPECIAL
FACTORS--Certain Effects Of The Merger," "--Conduct
Of TEAM America's Business After The Merger,"
"--Interests of Directors And Officers That Are
Different From Your Interests Or Which May Present
Conflicts of Interest," "THE MERGER--Indemnification
And Insurance," "FEDERAL INCOME TAX CONSIDERATIONS"
and "PENDING LITIGATION RELATED TO THE MERGER" is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
(a)-(b),(d)-(f) The information set forth in the Proxy under the
headings "INTRODUCTION," "SUMMARY--Background Of The
Merger Transaction," "--The Independent Directors'
And Board Of Directors' Recommendation," "--Opinion
Of TEAM America's Financial Advisor," "--Purpose And
Reasons Of GES And The Management Group For The
Merger Transaction," "--Position Of The Management
Group As To Fairness Of The Transaction" and "SPECIAL
FACTORS" is incorporated herein by reference.
(c) The information set forth in the Proxy under the
headings "SUMMARY--Vote Required" and "THE
PROPOSAL--Vote Required; Record Date" is incorporated
herein by reference.
<PAGE> 8
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN
NEGOTIATIONS
(a)-(c) The information set forth in the Proxy under the
headings "SUMMARY--Opinion Of TEAM America's
Financial Advisor" and "SPECIAL FACTORS--Opinion Of
TEAM America's Financial Advisor" is incorporated
herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) The information set forth in the Proxy under the
headings "PRINCIPAL SHAREHOLDERS AND SHARE OWNERSHIP
OF MANAGEMENT," "SUMMARY--Shareholder Voting
Agreement," "THE MERGER--Treatment Of Stock Options,"
"--Financing Of The Merger" and "--Shareholder Voting
Agreement" is incorporated herein by reference. The
Shareholder Voting Agreement dated February 7, 2000
between TEAM Acquisition, Inc. and TEAM America
Corporation (a copy of which is attached as Appendix
C to the Proxy) is also incorporated herein by
reference.
ITEM 11. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO ISSUER'S SECURITIES
The information set forth in the Proxy under the
headings "SUMMARY--Shareholder Voting Agreement,"
"--Interests Of Directors And Officers In The Merger
That Are Different From Your Interests Or Which May
Present Conflicts Of Interest," "SPECIAL
FACTORS--Interests Of Directors And Officers In The
Merger That Are Different From Your Interests Or
Which May Present Conflicts Of Interest," "--Purpose
And Reasons Of GES And The Management Group For The
Merger Transaction," "THE MERGER--Treatment Of Stock
Options" and "--Shareholder Voting Agreement" is
incorporated herein by reference. The Shareholder
Voting Agreement dated February 7, 2000 between TEAM
Acquisition, Inc. and TEAM America Corporation (a
copy of which is attached as Appendix C to the Proxy)
are each incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN
PERSONS WITH REGARD TO THE TRANSACTION
(a)-(b) The information set forth in the Proxy under
the headings "SUMMARY--Purpose Of The Special
Meeting," "--Vote Required," "--Purpose And Reasons
Of GES And The Management Group For The Merger
Transaction," "--Shareholder Voting Agreement,"
"--Position Of The Management Group As To Fairness
Of The Merger Transaction," "SPECIAL
FACTORS--Background of the Merger Transaction,"
"--Interests Of Directors And Officers In The Merger
That Are Different From Your Interests Or Which May
Present Conflicts Of Interest--Post Merger
Transaction Ownership Of TEAM America," "--Position
Of The Management Group As To Fairness Of The Merger
Transaction" and "--Certain Effects Of The Merger"
is incorporated herein by reference.
<PAGE> 9
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION
(a) The information set forth in the Proxy under the
headings "SUMMARY--Rights Of Dissenting
Shareholders," "SPECIAL FACTORS--Position Of The
Management Group As To Fairness Of The Merger
Transaction" and "THE MERGER--Dissenters' Rights" is
incorporated herein by reference. The information set
forth in Appendix D to the Proxy is also incorporated
herein by reference.
(b)-(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION
(a) The information set forth in the Proxy under the
headings "SUMMARY OF SELECTED CONSOLIDATED FINANCIAL
DATA" and "SELECTED CONSOLIDATED FINANCIAL DATA" is
incorporated herein by reference. The information set
forth in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998 under the
heading "FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA"
is also incorporated herein by reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED
(a) The information set forth in the Proxy under the
headings "SUMMARY--Interests Of Directors And
Officers In The Merger That Are Different From Your
Interests Or Which May Present Conflicts Of Interest"
and "SPECIAL FACTORS--Interests Of Directors And
Officers In The Merger That Are Different From Your
Interests Or Which May Present Conflicts Of
Interest--Employment Agreements" is incorporated
herein by reference.
(b) The information set forth in the Proxy under the
heading "PROXY SOLICITATION" is incorporated herein
by reference.
ITEM 16. ADDITIONAL INFORMATION
All information set forth in the Proxy and exhibits
thereto which is not otherwise incorporated in this
Statement by reference is hereby incorporated herein
by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Commitment Letter of Reliastar Financial Corporation
(a)(2) Commitment Letter of Rocky Mountain Mezzanine Fund II
(a)(3) Commitment Letter of LaSalle Bank N.A.
(b) Fairness Opinion of TEAM America's Financial Advisor
(incorporated herein by reference to Appendix B to
the Schedule 14A filed by TEAM America Corporation on
February 7, 2000)
<PAGE> 10
(c)(1) Agreement and Plan of Merger dated February 7, 2000
by and between TEAM America Corporation and TEAM
Acquisition, Inc. (incorporated herein by reference
to Appendix A to the Schedule 14A filed by TEAM
America Corporation on February 7, 2000)
(c)(2) Shareholder Voting Agreement dated February 7, 2000
between TEAM Acquisition, Inc. and the shareholders
of TEAM America Corporation identified on Schedule I
thereto (incorporated herein by reference to Appendix
C to the Schedule 14A filed by TEAM America
Corporation on February 7, 2000)
(d)(1) Schedule 14A (including all appendices
thereto) filed by TEAM America Corporation on
February 7, 2000 is incorporated herein by reference
(d)(2) TEAM America Corporation Annual Report on Form 10-K
for the fiscal year ended March 27, 1999 is
incorporated herein by reference
(d)(3) TEAM America Corporation Amended Annual Report on
Form 10K/A for the fiscal year ended March 27, 1999
is incorporated herein by reference
(d)(4) TEAM America Corporation Definitive Proxy
Statement on Schedule 14A filed on April 21, 1999
is incorporated herein by reference
(e) Summary of Appraisal Rights (incorporated herein by
reference to the Schedule 14A filed by TEAM America
Corporation on February 7, 2000 under the heading
"THE MERGER --Dissenters' Rights" and by reference to
Appendix D to such Schedule 14A)
(f) Not Applicable
SIGNATURES
After due inquiry, and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
TEAM America Corporation
Dated: February 7, 2000 By:/s/ Kevin T. Costello
------------------------------
Kevin T. Costello
<PAGE> 11
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(a)(1) Commitment Letter of Reliastar Financial Corporation
(a)(2) Commitment Letter of Rocky Mountain Mezzanine Fund II
(a)(3) Commitment Letter of LaSalle Bank N.A.
(b) Fairness Opinion of TEAM America's Financial Advisor
(incorporated herein by reference to Appendix B to
the Schedule 14A filed by TEAM America Corporation on
February 7, 2000)
(c)(1) Agreement and Plan of Merger dated February 7, 2000
by and between TEAM America Corporation and TEAM
Acquisition, Inc. (incorporated herein by reference
to Appendix A to the Schedule 14A filed by TEAM
America Corporation on February 7, 2000)
(c)(2) Shareholder Voting Agreement dated February 7, 2000
between TEAM Acquisition, Inc. and the shareholders
of TEAM America Corporation identified on Schedule I
thereto (incorporated herein by reference to Appendix
C to Schedule 14A filed by TEAM America Corporation
on February 7, 2000)
(d)(1) Schedule 14A filed by TEAM America
Corporation on February 7, 2000 is incorporated
herein by reference
(d)(2) TEAM America Corporation Annual Report on Form 10-K
for the fiscal year ended December 31, 1998 is
incorporated herein by reference
(d)(3) TEAM America Corporation Definitive Proxy
Statement on Schedule 14A filed on April 21, 1999 is
incorporated herein by reference
(e) Summary of Appraisal Rights (incorporated herein by
reference to the Schedule 14A filed by TEAM America
Corporation on February 7, 2000 under the heading
"THE MERGER--Dissenters' Rights" and by reference to
Appendix D to such Schedule 14A)
(f) Not Applicable
<PAGE> 1
Exhibit (a)(1)
[LETTERHEAD OF RELIASTAR FINANCIAL CORPORATION]
January 4, 2000
Mr. Ron Saunders, President
Global Employment Solutions, Inc.
c/o Charles Gwirtsman, Managing Director
KRG Capital Partners, L.L.C.
1515 Arapahoe Street
Tower One, Suite 1500
Denver, CO 80202
Re: 13.0% Senior Subordinated Note due 2005 (the "Note") with Detachable
Warrant (the "Warrant") to purchase Common Stock of Global Employment
Solutions, Inc. (the "Company"), (collectively the "Financing").
Dear Ron:
I am pleased to confirm that the Investment Committee of ReliaStar Financial
Corporation ("ReliaStar") has authorized the purchase at par of $6,500,000
principal amount of the subject Note.
By this commitment, you and we agree to negotiate in good faith so as to execute
the Note Agreement, and other agreements (collectively, the "Documentation")
that will contain terms substantially in accordance with those principal terms
summarized in Annex A attached. The Documentation will also contain such other
terms and provisions as you and we find mutually agreeable.
However, we expressly reserve the right, prior to execution and delivery of the
Documentation, to terminate our commitment upon written notice to you if:
(i) Any statement made by or on behalf of the Company including,
without limitation, any statement contained in any documents
(including each financial statement) previously furnished to
us by or on behalf of the
<PAGE> 2
Company, shall be incorrect or misleading in any material
respects as of the date of its issuance or making;
(ii) There is any material adverse change in the business,
properties, prospects, operations or condition, financial or
otherwise of the Company or any material subsidiary from the
financial statements as of September 30, 1999, furnished to
ReliaStar by the Company (or its agent) and relied upon by
ReliaStar in furnishing this commitment letter, including,
without limitation, any actual or threatened action, suit or
proceeding against or affecting the Company or any subsidiary
at law or in equity or before any federal, state, municipal or
other governmental department, board, bureau, agency or
instrumentality, domestic or foreign, which if adversely
decided might result in any material adverse change in the
business, operations, or condition, financial or otherwise, of
the Company or any material subsidiary;
(iii) For any reason other than the negligence or bad faith of
ReliaStar documentation acceptable to us is not executed by
you and submitted to us for execution by April 30, 2000 (which
date may be extended by, and only by, written notice of
extension from ReliaStar to you);
ReliaStar shall not be liable for any damage or harm caused the Company by our
termination pursuant to any of the foregoing paragraphs (i) through (iii). In
addition, no course of dealing on our part nor any delay or failure on our part
to exercise our right to terminate this commitment pursuant to any of the
foregoing paragraphs (i) through (iii) shall operate as a waiver of such right
or otherwise prejudice our exercise of such right at any time.
Processing Fee
- --------------
The acceptance of this commitment will require the Company to pay $65,000 to
ReliaStar. In addition, ReliaStar will require an additional fee of $65,000 at
closing plus reimbursement for all "Eligible Costs" incurred through closing and
for a period of 60 days thereafter.
With respect to the Processing Fee:
(a) If the Financing takes place, ReliaStar will retain the
Processing Fee and will, in addition, be reimbursed by the
Company for all "Eligible Costs'. Eligible costs are (i)
ordinary and reasonable out-of-pocket expenses of, including
its legal fees, necessary to process the application, perform
due diligence, and structure and document the transaction; and
(ii) actual out-of pocket costs paid by ReliaStar to persons
not associated with ReliaStar in connection with this
commitment and the Documentation.
2
<PAGE> 3
(b) If the Financing fails to take place and such failure is not
caused by actions of ReliaStar, ReliaStar will be entitled to
retain the portion of the processing fee it previously
received and reimbursement for all Eligible Costs to be paid
upon termination of this commitment.
(c) If the Financing fails to take place and such failure is
caused by the actions of ReliaStar, that portion of the
Processing Fee in excess of Eligible Costs incurred will be
returned upon termination of this commitment.
(d) The balance of the Processing Fee and reimbursement of
Eligible Costs will be due at closing.
Break-Up Fee
- ------------
If the Financing fails to take place after this Commitment has been signed by
the Company and such failure is the result of utilizing another capital source
to provide the Financing, the Company will pay ReliaStar a break-up fee equal to
4% of the proposed financing amount and reimburse ReliaStar the Eligible Costs.
This fee will apply for a period of one year after the date of the Commitment
Letter.
Confidentiality of Commitment
- -----------------------------
The terms of the commitment are confidential, and neither the contents of this
letter nor the details of the commitment may be shown or disclosed by you or the
Company except to those individuals at the Company or others who have a need to
know as a result of being involved in the proposed transaction (such as the
senior lenders, sellers and their attorneys).
Successors and Assigns
- ----------------------
As used herein, the terms "ReliaStar", "you", and "the Company" included the
heirs, successors and assigns of such parties, except that neither you nor the
Company have the right to assign your or its rights hereunder or any interest
herein.
Modification
- ------------
No modification, rescission, waiver, release or amendment of any provision of
this commitment may be made, except by written agreement signed by you, the
Company and ReliaStar.
Entire Agreement: Headings
- ---------------------------
The commitment constitutes the entire agreement and understanding between the
parties hereto with respect to the Financing and supersedes all prior
negotiations, understandings and agreements between such parties with respect to
the proposed financing, including,
3
<PAGE> 4
without limitation, those expressed in any prior proposal letter delivered by
ReliaStar to you or the Company. Headings used in this letter are for
convenience only and do not affect the construction of the Proposal.
Applicable Law
- --------------
This commitment, and the transaction evidenced hereby, will be governed by, and
construed under, the internal laws of Colorado, without regard to principles of
conflicts of law, as the same may from time to time be in effect.
Expiration of Commitment
- ------------------------
This commitment will automatically expire, and be of no further force of effect,
if (a) ReliaStar has not received from you a copy of this letter acknowledged
and agreed by you in the space provided, on or before 5:00 p.m., CST, February
7, 2000 or (b) prior to any such receipt, ReliaStar, orally or in writing, gives
notice of withdrawal hereof. All of the parties agree to use good faith efforts
to close the proposed transaction as outlined in this commitment as soon as
reasonably possible after acceptance of this commitment.
Very truly yours,
ReliaStar Financial Corporation
By: /s/ Frank P. Pintens
--------------------------------
Frank P. Pintens
Acknowledged and agreed to:
Global Employment Solutions, Inc.
By: /s/ Charles R. Gwirtsman Date: December 31, 2000
----------------------------- -----------------
4
<PAGE> 1
Exhibit (a)(2)
[LETTERHEAD OF ROCKY MOUNTAIN CAPITAL PARTNERS LLP]
January 31, 2000
Mr. Ron Saunders, President
Global Employment Solutions, Inc.
c/o Charles Gwirtsman, Managing Director
KRG Capital Partners, L.L.C.
1515 Arapahoe Street
Tower One, Suite 1500
Denver, CO 80202
Re: 13.0% Senior Subordinated Note due 2005 (the "Note") with Detachable
Warrant (the "Warrant") to purchase Common Stock of Global Employment
Solutions, Inc. (the "Company"), (collectively the "Financing").
Dear Ron:
I am pleased to confirm that the Investment Committee of the Rocky Mountain
Mezzanine Fund II, L.P. (the "Fund") has authorized the purchase at par of
$1,500,000 principal amount of the subject Note.
By this commitment, you and we agree to negotiate in good faith so as to execute
the Note Agreement, and other agreements (collectively, the "Documentation")
that will contain terms substantially in accordance with those principal terms
summarized in Annex A attached. The Documentation will also contain such other
terms and provisions as you and we find mutually agreeable.
However, we expressly reserve the right, prior to execution and delivery of the
Documentation, to terminate our commitment upon written notice to you if:
(i) Any statement made by or on behalf of the Company including,
without limitation, any statement contained in any documents
(including each financial statement) previously furnished to
us by or on behalf of the
<PAGE> 2
Company, shall be incorrect or misleading in any material
respects as of the date of its issuance or making;
(ii) There is any material adverse change in the business,
properties, prospects, operations or condition, financial or
otherwise of the Company or any material subsidiary from the
financial statements as of September 30, 1999, furnished to
the Fund by the Company (or its agent) and relied upon by the
Fund in furnishing this commitment letter, including, without
limitation, any actual or threatened action, suit or
proceeding against or affecting the Company or any subsidiary
at law or in equity or before any federal, state, municipal or
other governmental department, board, bureau, agency or
instrumentality, domestic or foreign, which if adversely
decided might result in any material adverse change in the
business, operations, or condition, financial or otherwise, of
the Company or any material subsidiary;
(iii) For any reason other than the negligence or bad faith of the
Fund documentation acceptable to us is not executed by you and
submitted to us for execution by April 30, 2000 (which date
may be extended by, and only by, written notice of extension
from the Fund to you);
The Fund shall not be liable for any damage or harm caused the Company by our
termination pursuant to any of the foregoing paragraphs (i) through (iii). In
addition, no course of dealing on our part nor any delay or failure on our part
to exercise our right to terminate this commitment pursuant to any of the
foregoing paragraphs (i) through (iii) shall operate as a waiver of such right
or otherwise prejudice our exercise of such right at any time.
Processing Fee
- --------------
The acceptance of this commitment will require the Company to pay $15,000 to the
Fund. In addition, the Fund will require an additional fee of $15,000 at closing
plus reimbursement for all "Eligible Costs" incurred through closing and for a
period of 60 days thereafter.
With respect to the Processing Fee:
(a) If the Financing takes place, the Fund will retain the
Processing Fee and will, in addition, be reimbursed by the
Company for all "Eligible Costs'. Eligible costs are (i)
ordinary and reasonable out-of-pocket expenses of, including
its legal fees, necessary to process the application, perform
due diligence, and structure and document the transaction; and
(ii) actual out-of pocket costs paid by the Fund to persons
not associated with the Fund in connection with this
commitment and the Documentation.
2
<PAGE> 3
(b) If the Financing fails to take place and such failure is not
caused by actions of the Fund, the Fund will be entitled to
retain the portion of the processing fee it previously
received and reimbursement for all Eligible Costs to be paid
upon termination of this commitment.
(c) If the Financing fails to take place and such failure is
caused by the actions of the Fund, that portion of the
Processing Fee in excess of Eligible Costs incurred will be
returned upon termination of this commitment.
(d) The balance of the Processing Fee and reimbursement of
Eligible Costs will be due at closing.
Break-Up Fee
- ------------
If the Financing fails to take place after this Commitment has been signed by
the Company and such failure is the result of utilizing another capital source
to provide the Financing, the Company will pay the Fund a break-up fee equal to
4% of the proposed financing amount and reimburse the Fund the Eligible Costs.
This fee will apply for a period of one year after the date of the Commitment
Letter.
Confidentiality of Commitment
- -----------------------------
The terms of the commitment are confidential, and neither the contents of this
letter nor the details of the commitment may be shown or disclosed by you or the
Company except to those individuals at the Company or others who have a need to
know as a result of being involved in the proposed transaction (such as the
senior lenders, sellers and their attorneys).
Successors and Assigns
- ----------------------
As used herein, the terms "the Fund", "you", and "the Company" included the
heirs, successors and assigns of such parties, except that neither you nor the
Company have the right to assign your or its rights hereunder or any interest
herein.
Modification
- ------------
No modification, rescission, waiver, release or amendment of any provision of
this commitment may be made, except by written agreement signed by you, the
Company and the Fund.
Entire Agreement: Headings
- ---------------------------
The commitment constitutes the entire agreement and understanding between the
parties hereto with respect to the Financing and supersedes all prior
negotiations, understandings and agreements between such parties with respect to
the proposed financing, including,
3
<PAGE> 4
without limitation, those expressed in any prior proposal letter delivered by
ReliaStar to you or the Company. Headings used in this letter are for
convenience only and do not affect the construction of the Proposal.
Applicable Law
- --------------
This commitment, and the transaction evidenced hereby, will be governed by, and
construed under, the internal laws of Colorado, without regard to principles of
conflicts of law, as the same may from time to time be in effect.
Expiration of Commitment
- ------------------------
This commitment will automatically expire, and be of no further force of effect,
if (a) ReliaStar has not received from you a copy of this letter acknowledged
and agreed by you in the space provided, on or before 5:00 p.m., CST, February
7, 2000 or (b) prior to any such receipt, the Fund, orally or in writing, gives
notice of withdrawal hereof. All of the parties agree to use good faith efforts
to close the proposed transaction as outlined in this commitment as soon as
reasonably possible after acceptance of this commitment.
Very truly yours,
ROCKY MOUNTAIN MEZZANINE FUND II, L.P.
By: Rocky Mountain Capital Partners LLP,
its General Partner
By: /s/ Paul A. Lyons, Jr.
-------------------------------
Paul A. Lyons, Jr.
Acknowledged and agreed to:
Global Employment Solutions, Inc.
By: /s/ Christopher J. Bock Date: January 31, 2000
------------------------------- ----------------------
4
<PAGE> 1
Exhibit (a)(3)
[LETTERHEAD OF LASALLE BANK N.A.]
Mr. Charles R. Gwirtsman January 24, 2000
Managing Director
KRG Capital Partners, LLC
1515 Arapahoe Street
Tower One, Suite 1500
Denver, CO 80202
RE: GLOBAL EMPLOYMENT SOLUTIONS/CREDIT FACILITY INCREASE
Dear Charlie:
LaSalle Bank National Association (the "Lender") is pleased to provide its
revised commitment to provide a portion of the financing requirements of Global
Employment Solutions, Inc. (the "Borrower"), subject to the attached revised
Term Sheet dated 1/24/00. It should be noted that LaSalle will provide up to $20
million of the required $60 million in Senior Credit facilities on a pro-rata
basis and has arranged for the additional financing commitments of $40 million
through a syndicate of banks.
Please note that the financing commitment provided herein remains subject to
legal counsel review and the completion of customary loan documentation, which
must be satisfactory to LaSalle and the other lenders. In addition, this
commitment is contingent on the Lender's satisfactory review of the Borrowers'
most recent financial statements to confirm that there has been no material
adverse change in the Borrower's financial condition.
Charlie, we are pleased to have this opportunity and look forward to working
with you on this financing. Please indicate your acceptance of the terms and
conditions outlined in the attached Term Sheet by executing in the space
provided below. This financing commitment shall expire on April 30, 2000, unless
extended by the Lender in writing.
Accepted and Agreed By: /s/ Christopher J. Bock
-----------------------
Date: January 31, 2000
------------------------
Sincerely,
/s/ David M. Knapp
David M. Knapp
