<PAGE> 1
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 MUCHO, INC.
-------------------------------------
(Name of Subject Company (issuer))
TEAM MUCHO, INC.
-------------------------------------
(Names of Filing Persons (identifying status as offeror, issuer or other
person))
Common Stock, no par value
-------------------------------------
(Title of Class of Securities)
878153 10 5
-------------------------------------
(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
---------------------------------------------------------------
(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
<TABLE>
<CAPTION>
===================================================================================
Transaction Valuation Amount of Filing Fee
-----------------------------------------------------------------------------------
<S> <C> <C>
$14,684,571(1) $2,937 (2)
===================================================================================
</TABLE>
(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: $2,937
Form or Registration No.: Schedule TO-I
Filing Party: TEAM America Corporation
Date Filed: November 30, 2000
<PAGE> 2
[ ] 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: [ X ]
------------------------------------------------------------------------------
2
<PAGE> 3
SCHEDULE TO
This Amendment No. 1 to the Schedule TO amends and supplements the
Schedule TO previously filed on November 30, 2000 relating to an 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."
*TEAM America changed its name to TEAM Mucho, Inc. on December 28, 2000.
ITEM 4. TERMS OF THE TRANSACTION.
The Company accepted for payment 1,721,850 shares pursuant to
the terms of the offer. The information set forth in the press
release attached as Exhibit (a)(8)(B) is incorporated herein
by reference.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
(a)(8)(B) Press Release dated as of January 4, 2001.
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: January 5, 2001 TEAM Mucho, Inc.
By: /s/ Kevin T. Costello
--------------------------------
Kevin T. Costello, President
3
<PAGE> 4
INDEX TO EXHIBITS
(a)(8)(B) Press Release dated as of January 4, 2001.
4
