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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TEAM Mucho, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
87816D 10 2
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(CUSIP Number)
James Henson
150 East Gay Street, 24th Floor
Columbus, OH 43215
(614) 217-1117
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 28, 2000
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(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240-13d-1(g), check the
following box [ ]
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CUSIP No. 87816D 10 2
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1. Names of Reporting Persons: Stonehenge Opportunity Fund, LLC
S.S. or I.R.S. Identification No. of Above Persons (entities only):
31-1674705
2. Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds: OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
[ ]
6. Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 3,266,666 shares
8. Shared Voting Power: 0 shares
9. Sole Dispositive Power: 3,266,666 shares
10. Shared Dispositive Power: 0 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,266,666 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13. Percent of Class Represented by Amount in Row (11): 38.1%
14. Type of Reporting Person: CO
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CUSIP No. 87816D 10 2
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ITEM 1. Security and Issuer
This statement relates to the common shares, no par value, of TEAM
Mucho, Inc., an Ohio corporation (the "Issuer"), whose principal executive
offices are located at 110 E. Wilson Bridge Road, Worthington, Ohio 43085.
ITEM 2. Identity and Background
(a) This statement is filed on behalf of Stonehenge Opportunity
Fund, LLC, a Delaware limited liability company
("Stonehenge"). Pursuant to General Instruction C to Schedule
13D, the information required to be disclosed in Items 2-6
inclusive, is also being supplied for the following partners
of Bluestone Investors, L.P., the managing member of
Stonehenge ("Bluestone").
Bluestone Corporation
Ronald D. Brooks
Michael J. Endres
James J. Henson
Daniel J. Jessee
David R. Meuse
James V. Pickett
Brad L. Poshpichel
(b) The business address for each of the following is 150 East Gay
Street, 24th Floor, Columbus, Ohio 43215:
Stonehenge
Bluestone
Bluestone Corporation
Ronald D. Brooks
Michael J. Endres
James J. Henson
Daniel J. Jessee
David R. Meuse
James V. Pickett
Brad L. Poshpichel
(c) The principal business of Stonehenge is to make corporate
equity and mezzanine investments in small to medium sized
companies principally in the Midwest.
Bluestone is an Ohio limited partnership.
<TABLE>
<CAPTION>
Bluestone Corporation General Partner of Bluestone
<S> <C>
Ronald D. Brooks Limited Partner in Bluestone; Shareholder
and Director of Bluestone Corporation
</TABLE>
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CUSIP No. 87816D 10 2
Page 4 of 6
<TABLE>
<CAPTION>
<S> <C>
Michael J. Endres Limited Partner in Bluestone; Shareholder
and Director of Bluestone Corporation
James J. Henson Limited Partner in Bluestone; Shareholder
and Director of Bluestone Corporation
Daniel J. Jessee Limited Partner in Bluestone; Shareholder
and Director of Bluestone Corporation
David R. Meuse Limited Partner in Bluestone; Shareholder
and Director of Bluestone Corporation
James V. Pickett Limited Partner in Bluestone; Shareholder
and Director of Bluestone Corporation
Brad L. Poshpichel Limited Partner in Bluestone; Shareholder
and Director of Bluestone Corporation
</TABLE>
(d) During the last five years, none of Stonehenge, Bluestone,
Bluestone Corporation nor any of the individuals listed in
Item 2(a) above have been convicted in a criminal proceeding.
(e) During the last five years, none of Stonehenge, Bluestone,
Bluestone Corporation nor any of the individuals listed in
Item 2(a) above was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activity
subject to, federal or state securities laws or finding any
violations with respect to such laws.
(f) Each of the individuals listed in Item 2(a) above are United
States citizens.
ITEM 3. Source and Amount of Funds or Other Consideration
Stonehenge used funds from capital contributions of its
members to purchase its interest in the Issuer.
Stonehenge acquired 600,000 shares of Common Stock that were
issued to it upon the closing of the Issuer's merger with
Mucho.com, Inc. Stonehenge also purchased 90,000 shares of
Class A Preferred Stock which are convertible into 1,333,333
shares of Issuer common stock. As additional consideration for
the purchase of the Preferred Shares, Issuer granted to
Stonehenge a warrant to
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CUSIP No. 87816D 10 2
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purchase 1,333,333 shares of Issuer's common stock at an
exercise price of $6.75 per share, exercisable for a period of
ten years from December 28, 2000.
In conjunction with the issuance of its common stock to
Stonehenge, Issuer and Stonehenge entered into a Registration
Rights Agreement whereby Issuer granted demand registration
rights and piggy-back registration rights attaching to any
shares of common stock which Stonehenge acquires through the
conversion of the Preferred Stock or the exercise of the
warrants.
ITEM 4. Purpose of Transaction
Stonehenge received the shares listed in Item 3 for an
investment of $9,000,000.
The securities referred to in Item 3 were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the Issuer and were not acquired
and are not held in connection with or as a participant in any
transaction having that purpose or effect.
ITEM 5. Interest in Securities of the Issuer
(a) Stonehenge owns 600,000 shares of the Issuer's common stock,
90,000 shares of Class A Preferred Stock and has a warrant to
buy an aggregate of 1,333,333 shares of common stock of the
Issuer that are immediately exercisable, representing 38.1% of
the outstanding common stock of the Issuer.
None of the individuals listed in Item 2(a) above own any
shares of the Issuer's common stock.
(b) Stonehenge has sole power to vote and dispose of the shares
listed in (a) above.
(c) Stonehenge has had no other transactions in the Issuer's
common stock in the last sixty days.
None of the individuals listed in Item 2(a) above have had
transactions in the Issuer's common stock in the last sixty
days.
(d) N/A.
(e) N/A.
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CUSIP No. 87816D 10 2
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ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Pursuant to the terms of the Securities Purchase Agreement, as
long as Stonehenge owns a minimum of 5% of the common shares
of the Issuer, on a fully diluted basis, Stonehenge will have
the right to elect two members to the Issuer's Board of
Directors.
ITEM 7. Material to Be Filed as Exhibits
None
SIGNATURE
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.
STONEHENGE OPPORTUNITY FUND, LLC
DATED: January 8, 2001 By: Bluestone Investors, L.P.
By: Bluestone Corporation,
General Partner
By: /s/ James J. Henson
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James J. Henson, Principal
