<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 2)
LESLIE'S POOLMART
(Name of the Issuer)
LESLIE'S POOLMART LPM HOLDINGS, INC.
GREGORY FOURTICQ LIBERTY WEST PARTNERS
MICHAEL J. FOURTICQ BRIAN P. McDERMOTT
RICHARD H. HILLMAN ROBERT D. OLSEN
(Name of Persons Filing Statement)
Common Stock
(Title of Class of Securities)
527069 10 8
(CUSIP Number of Class of Securities)
Cynthia G. Watts, Esq.
20630 Plummer Street
Chatsworth, California 91311
(818) 994-4212
WITH COPIES TO:
Alan J. Barton, Esq. Neal H. Brockmeyer, Esq.
Paul Hastings Janofsky & Walker Heller Ehrman White & McAuliffe
555 South Flower Street 601 South Figueroa Street, 40th Floor
Los Angeles, California 90071 Los Angeles, California 90017
(213) 683-6000 (213) 689-0200
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Persons Filing Statement.)
This statement is filed in connection and 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.
-1-
<PAGE>
Check the following box if the soliciting materials are preliminary
copies. [ ]
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$97,585,790 $19,517.16
[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 its filing.
<TABLE>
<S> <C> <C>
Amount previously paid: $19,517.16 Filing party: Leslie's Poolmart
Form or registration no.: Preliminary Proxy Statement Date filed: March 17, 1997
Schedule 14A
</TABLE>
______________________________
* For purposes of calculating the fee only. This transaction applies to an
aggregate of 6,192,061 outstanding shares (the "Cash Out Shares") of Common
Stock of Leslie's Poolmart ("Leslie's California") computed as follows: (i)
6,551,566 outstanding shares of Leslie's California Common Stock, less (ii)
359,505 shares (the "Continuing Shares") primarily held by members of
management (the "Continuing Stockholders") which will remain outstanding
after the Merger Agreement as described in the Proxy Statement submitted as
Exhibit (d) hereto.
The cash consideration being offered to shareholders of Leslie's California
for each share of Common Stock is $14.50 per share (other than with respect
to the Continuing Shares to be held by the Continuing Stockholders).
The proposed maximum aggregate value of the transaction is $97,585,790 (sum
of (i) the product of the Cash Out Shares and $14.50, and (ii) cash
consideration of $7,800,905 to be paid for options being surrendered in
connection with the transaction.) The total fee of $19,517.16 was paid by
wire transfer on March 14, 1997 to the Federal lock box depository account
at Mellon Bank. The amount of the filing fee, calculated in accordance
with Rule 0-11 promulgated under the Securities Exchange Act of 1934, as
amended, equals 1/50 of one percent of the maximum aggregate value of the
transaction.
This Transaction Statement (this "Statement") is being filed with the
Securities and Exchange Commission jointly by Michael J. Fourticq, Gregory
Fourticq, Liberty West Partners (a general partnership in which Michael J.
Fourticq and Gregory Fourticq are general partners), Brian P. McDermott, Richard
H. Hillman and Robert D. Olsen (collectively, the "Hancock Group"), Leslie's
California and LPM Holdings, Inc., a Delaware corporation and wholly-owned
subsidiary of Leslie's California ("Leslie's Delaware")in connection with the
filing of a Proxy Statement by Leslie's California under the Securities Exchange
Act of 1934, as amended.
This Statement relates to (i) a proposal to reincorporate Leslie's
California in Delaware in accordance with an Agreement of Merger pursuant to
which Leslie's California would be merged with and into Leslie's Delaware and
(ii) a proposal to adopt an Agreement and Plan of Merger (the "Merger
-2-
<PAGE>
Agreement") among Leslie's California, Leslie's Delaware and Poolmart USA Inc.,
a Delaware corporation ("Poolmart") dated February 26, 1997, pursuant to which
Poolmart will be merged with and into Leslie's Delaware (the "Merger"). Upon
the consummation of the Merger, each outstanding share of Common Stock (other
than 359,505 outstanding shares currently held by Messrs. Fourticq, McDermott
and Hillman, and Liberty West Partners and an as yet unknown number of shares
held by stockholders who may perfect their dissenters' rights), will be
converted into the right to receive $14.50 in cash for each share of Common
Stock.
Pursuant to General Instruction F to Schedule 13E-3, the information
indicated below as contained in the Proxy Statement is hereby incorporated by
reference in answer to the items of this Schedule. Where substantially
identical information required by Schedule 13E-3 is included under more than one
caption, reference may be made to only one caption of the Proxy Statement.
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
Item of Location in Proxy Statement
Schedule 13E-3 (For Incorporation by Reference)
- -------------- --------------------------------
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
<S> <C>
(a).................... "SUMMARY -- Date, Time and Place of the Special Meeting";
"SUMMARY -- Parties to the Merger Transaction"
(b).................... "SUMMARY -- Market Prices for Common Stock and Dividends";
"MARKET PRICES OF COMMON STOCK AND DIVIDENDS"; "THE
PROPOSALS -- Vote Required; Record Date"
(c).................... "SUMMARY -- Market Prices for Common Stock and Dividends";
"MARKET PRICES OF COMMON STOCK AND DIVIDENDS"
(d).................... "SUMMARY -- Market Prices for Common Stock and Dividends";
"MARKET PRICES OF COMMON STOCK AND DIVIDENDS"
(e).................... Not applicable
(f).................... Not applicable
</TABLE>
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13E-3 is being filed by Leslie's California, the issuer of
the class and equity securities which is the subject of this Rule 13E-3
transaction, and by Leslie's Delaware, a wholly owned subsidiary of Leslie's
California, Michael J. Fourticq, Brian P. McDermott, Richard H. Hillman, Gregory
Fourticq, Robert D. Olsen and Liberty West Partners (a California partnership
of which Michael J. Fourticq and Brian P. McDermott are general partners).
-3-
<PAGE>
<TABLE>
<CAPTION>
Item of Location in Proxy Statement
Schedule 13E-3 (For Incorporation by Reference)
- -------------- --------------------------------
<S> <C>
(a) - (d).............. "PRINCIPAL SHAREHOLDERS AND STOCK OWNERSHIP OF
MANAGEMENT"; "CERTAIN INFORMATION CONCERNING
HANCOCK GROUP AND GREEN; "APPENDIX I"
(e) - (f).............. None of Leslie's California, Leslie's Delaware or
the persons listed in Appendix I of the Proxy
Statement during the past five years (i) has been
convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or
(ii) was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining further
violation of, or prohibiting activities subject to,
Federal or State securities laws or finding any
violation of such laws.
(g)................... "APPENDIX I"
ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1)................ Not applicable
(a)(2)................ "SPECIAL FACTORS -- Background of the Merger
Transaction"; "SPECIAL FACTORS -- Conflicts of Interest"; "THE REINCORPORATION"
(b)................... "SPECIAL FACTORS -- Background of the Merger Transaction";
"SPECIAL FACTORS -- Conflicts of Interest"; "THE REINCORPORATION"
ITEM 4. TERMS OF THE TRANSACTION
(a)................... "SPECIAL FACTORS -- Conflicts of Interest"; "THE MERGER"; "THE REINCORPORATION"
(b)................... "SPECIAL FACTORS -- Conflicts of Interest"; "SPECIAL FACTORS -- Certain Effects of the
Merger"; "SPECIAL FACTORS -- Background of the Merger
Transaction"; "THE MERGER"
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE
(a) - (g)............. "SPECIAL FACTORS -- Certain Effects of the Merger";
"SPECIAL FACTORS -- Conflicts of Interest"; "SPECIAL FACTORS -- Conduct of Leslie's
Delaware's Business After the Merger"; "THE MERGER --
Financing"
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
Item of Location in Proxy Statement
Schedule 13E-3 (For Incorporation by Reference)
- -------------- --------------------------------
ITEM 6. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
<S> <C>
(a) - (d)........... "THE MERGER -- Financing"
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
(a) - (c)............. "SPECIAL FACTORS -- Background of the Merger Transaction";
"SPECIAL FACTORS -- Purpose and Reasons of Hancock Group
and Green for the Merger Transaction"; "SPECIAL FACTORS --
The Special Committee's and Board's Recommendation";
"SPECIAL FACTORS -- Position of Hancock Group as to
Fairness of the Merger Transaction"; "THE REINCORPORATION --
Principle Reasons for the Proposed Reincorporation"
(d)................... "SPECIAL FACTORS -- The Special Committee's and Board's
Recommendation"; "SPECIAL FACTORS -- Certain Effects of the
Merger"; "FEDERAL INCOME TAX CONSEQUENCES"; "THE
RECAPITALIZATION MERGER"; "SPECIAL FACTORS -- Conflicts of
Interest"
ITEM 8. FAIRNESS OF THE TRANSACTION
(a) - (e)............. "SPECIAL FACTORS -- The Special Committee's and Board's
Recommendation"; "SPECIAL FACTORS -- Opinion of Dillon
Read"; "SPECIAL FACTORS -- Position of Hancock Group as
to Fairness of Merger; "SPECIAL FACTORS -- Background of
Merger"
(f)................... Not Applicable
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
(a) - (c)............. "SPECIAL FACTORS -- Background of Merger Transaction";
"SPECIAL FACTORS -- Opinion of DLJ"; "SPECIAL FACTORS --
Opinion of Dillon Read"
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
(a) .................. "SPECIAL FACTORS -- Conflicts of Interest";
"PRINCIPAL SHAREHOLDERS AND STOCK OWNERSHIP OF
MANAGEMENT"
(b) .................. Not applicable
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
Item of Location in Proxy Statement
Schedule 13E-3 (For Incorporation by Reference)
- -------------- --------------------------------
<S> <C>
ITEM 11. CONTRACTS, ARRANGEMENTS OF UNDERSTANDING WITH RESPECT TO THE ISSUER'S SECURITIES
"SPECIAL FACTORS -- Conflicts of Interest";
"THE MERGER -- Financing"; "SPECIAL FACTORS -- Background
of the Merger Transaction"
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE TRANSACTION
(a) - (b)............. "SUMMARY -- Vote Required", "Record Date and Quorum"; "MERGER
TRANSACTION -- Vote Required", "Record Date"; SPECIAL FACTORS --
Conflicts of Interest"
ITEM 13. OTHER PROVISION OF THE TRANSACTION
(a)................... "RIGHTS OF DISSENTING SHAREHOLDERS"; "ANNEX F"
(b) - (c)............. Not applicable
ITEM 14. FINANCIAL INFORMATION
(a)................... Company's Financial Statements (as set forth in the "FS" pages)
accompanying the Proxy Statement; "SUMMARY -- Summary of
Selected Consolidated Financial Data"
(b)................... Not applicable
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED
(a) - (b)............. "PROXY SOLICITATION"; "THE MERGER - Financing"; "SPECIAL FACTORS --
Conflicts of Interest"
</TABLE>
ITEM 16. ADDITIONAL INFORMATION
The Proxy Statement and the Financial Statements and Appendices
attached thereto.
-6-
<PAGE>
ITEM 17. MATERIALS TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
(a)................... (1) Letter dated December 27, 1996 from Occidental Petroleum
Corporation to Mike J. Fourticq(2)
(2) Letter dated February 19, 1997 from Hancock Park Associates
to the Board of Directors of Leslie's Poolmart(2)
(3) Letter dated February 20, 1997 from Leonard, Green & Partners L.P.
to the Board of Directors of Leslie's Poolmart(2)
(4) Letter dated February 4, 1997 from BT Securities Corporation to
Hancock Park Associates(2)
(5) Letter dated February 4, 1997 from BT Securities Corporation to
Hancock Park Associates(2)
(6) Letter dated January 14, 1997 from Wells Fargo Bank to Leslie
Poolmart issuer(2)
(7) Letter dated February 21, 1997 from Wells Fargo Bank to Leslie's
Poolmart(2)
(8) Letter dated March 13, 1997 from Wells Fargo Bank to Leslie's
Poolmart(2)
(9) Letter dated November 11, 1996 from Hancock Park Associates II to
Leslie's Poolmart(2)
(b)................... (10) Opinion of Donaldson, Lufkin & Jenrette Securities Corporation
dated February 26, 1996 (included as Appendix C to the
Definitive Proxy Statement of Leslie's Poolmart filed May 9,
1997)(1)
(11) Opinion of Dillon, Read & Co., Inc. dated February 26, 1996
(included as Appendix D to the Definitive Proxy Statement of
Leslie's Poolmart filed May 9, 1997)(1)
(12) Presentation Materials to the Special Committee of the Board of
Directors of Leslie's Poolmart prepared by Donaldson, Lufkin &
Jenrette dated February 26, 1997(3)
(13) Presentation Materials to the Special Committee of the Board of Directors
of Leslie's Poolmart prepared by Dillon Read dated February 26, 1997(3)
(c)................... (14) Agreement of Plan and Merger dated February 26, 1997 among Leslie's
California, Poolmart USA Inc. and LPM Holdings, Inc. (included as
Appendix B to the Definitive Proxy Statement of Leslie's Poolmart
filed May 9, 1997)(1)
(15) Merger Agreement between Leslie's Poolmart and LPM Holdings, Inc.
dated February 26, 1997 (included as Exhibit A to the Definitive
Proxy Statement of Leslie's Poolmart and filed May 9, 1997.)(1)
(16) Letter dated February 26, 1997 from Michael J. Fourticq and
Brian P. McDermott to the Board of Directors of Leslie's
Poolmart(2)
(17) Letter dated February 26, 1997 from Leonard, Green & Partners, L.P.
to Michael J. Fourticq and Brian P. McDermott attaching proposed
form of Stockholders Agreement(2)
(18) Revised form of Stockholders Agreement as of April 29, 1997(3)
(d)................... (19) Letter to Stockholders, Notice of Special Meeting of Stockholders,
Proxy Card and Definitive Proxy Statement of Leslie's Poolmart
filed May 9, 1997.(1)
(e)................... (20) Chapter 13 of the California Corporation Code included as Appendix F
of the Definitive Proxy Statement of Leslie's Poolmart filed
May 9, 1997 and Section of that Definitive Proxy Statement
entitled "Rights of Dissenting Shareholders"(1)
</TABLE>
-7-
<PAGE>
<TABLE>
<S> <C>
(f)................... Not Applicable
Misc.................. (21) Power of Attorney of Michael J. Fourticq dated November 20, 1996,
naming Brian P. McDermott and Robert D. Olsen as attorney-in-fact.(2)
(22) Power of Attorney of Greg Fourticq dated November 20, 1996 naming
Michael J. Fourticq, Brian P. McDermott and Robert D. Olsen as
attorney-in-fact.(2)
(23) Power of Attorney of Liberty West Partners dated November 20, 1996,
naming Brian P. McDermott and Robert D. Olsen as attorney-in-fact.(2)
(24) Power of Attorney of Richard H. Hillman dated November 20, 1996,
naming Michael J. Fourticq, Brian P. McDermott and Robert D. Olsen
as attorney-in-fact.(2)
(25) Power of Attorney of Robert D. Olsen dated November 20, 1996, naming
Michael J. Fourticq and Brian P. McDermott as attorney-in-fact.(2)
</TABLE>
- ----------------------
(1) Incorporated herein by reference from the Definitive Proxy Materials of
Leslie's Poolmart filed May 9, 1997.
(2) Incorporated herein by reference from the Schedule 13E-3 filed by Leslie's
Poolmart on March 17, 1997, File No. 5-42108.
(3) Incorporated herein by reference from the Schedule 13E-3 filed by Leslie's
Poolmart on April 29, 1997, File No. 5-42108.
-8-
<PAGE>
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement, as amended, is true,
complete and correct.
Dated: May 9, 1997
MICHAEL J. FOURTICQ
*
----------------------------------------------
Michael J. Fourticq
GREGORY FOURTICQ
*
----------------------------------------------
Gregory Fourticq
RICHARD H. HILLMAN
*
----------------------------------------------
Richard H. Hillman
BRIAN P. McDERMOTT
/s/ Brian P. McDermott
----------------------------------------------
Brian P. McDermott
ROBERT D. OLSEN
*
----------------------------------------------
Robert Olsen
LESLIE'S POOLMART
By: /s/ Brian P. McDermott
-------------------------------------------
Brian P. McDermott
President and Chief Executive Officer
-9-
<PAGE>
LPM HOLDINGS, INC.
By: /s/ Brian P. McDermott
-------------------------------------------
Brian P. McDermott
President and Chief Executive Officer
LIBERTY WEST PARTNERS
By: *
-------------------------------------------
*By: /s/ Brian P. McDermott
------------------------------------------
Brian P. McDermott
Attorney-in-fact
-10-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Page No.
- -------- --------
<S> <C> <C>
(a)................... (1) Letter dated December 27, 1996 from Occidental Petroleum
Corporation to Mike J. Fourticq(2) *
(2) Letter dated February 19, 1997 from Hancock Park Associates
to the Board of Directors of Leslie's Poolmart(2) *
(3) Letter dated February 20, 1997 from Leonard, Green & Partners L.P.
to the Board of Directors of Leslie's Poolmart(2) *
(4) Letter dated February 4, 1997 from BT Securities Corporation to
Hancock Park Associates(2) *
(5) Letter dated February 4, 1997 from BT Securities Corporation to
Hancock Park Associates(2) *
(6) Letter dated January 14, 1997 from Wells Fargo Bank to Leslie
Poolmart issuer(2) *
(7) Letter dated February 21, 1997 from Wells Fargo Bank to Leslie's
Poolmart(2) *
(8) Letter dated March 13, 1997 from Wells Fargo Bank to Leslie's
Poolmart(2) *
(9) Letter dated November 11, 1996 from Hancock Park Associates II to
Leslie's Poolmart(2) *
(b)................... (10) Opinion of Donaldson, Lufkin & Jenrette Securities Corporation
dated February 26, 1996 (included as Appendix C to the
Definitive Proxy Statement of Leslie's Poolmart filed May 9,
1997)(1) *
(11) Opinion of Dillon, Read & Co., Inc. dated February 26, 1996
(included as Appendix D to the Definitive Proxy Statement of
Leslie's Poolmart filed May 9, 1997)(1) *
(12) Presentation Materials to the Special Committee of the Board of
Directors of Leslie's Poolmart prepared by Donaldson, Lufkin &
Jenrette dated February 26, 1997(3) *
(13) Presentation Materials to the Special Committee of the Board of Directors
of Leslie's Poolmart prepared by Dillon Read dated February 26, 1997(3) *
(c)................... (14) Agreement of Plan and Merger dated February 26, 1997 among Leslie's
California, Poolmart USA Inc. and LPM Holdings, Inc. (included as
Appendix B to the Definitive Proxy Statement of Leslie's Poolmart
filed May 9, 1997)(1) *
(15) Merger Agreement between Leslie's Poolmart and LPM Holdings, Inc.
dated February 26, 1997 (included as Exhibit A to the Definitive
Proxy Statement of Leslie's Poolmart and filed May 9, 1997.)(1) *
(16) Letter dated February 26, 1997 from Michael J. Fourticq and
Brian P. McDermott to the Board of Directors of Leslie's
Poolmart(2) *
(17) Letter dated February 26, 1997 from Leonard, Green & Partners, L.P.
to Michael J. Fourticq and Brian P. McDermott attaching proposed
form of Stockholders Agreement(2) *
(18) Revised form of Stockholders Agreement as of April 29, 1997(3) *
(d)................... (19) Letter to Stockholders, Notice of Special Meeting of Stockholders,
Proxy Card and Definitive Proxy Statement of Leslie's Poolmart
filed May 9, 1997.(1) *
(e)................... (20) Chapter 13 of the California Corporation Code included as Appendix F
of the Definitive Proxy Statement of Leslie's Poolmart filed
May 9, 1997 and Section of that Definitive Proxy Statement
entitled "Rights of Dissenting Shareholders"(1) *
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Page No.
-------
<S> <C> <C>
(f)................... Not Applicable
Misc.................. (21) Power of Attorney of Michael J. Fourticq dated November 20, 1996,
naming Brian P. McDermott and Robert D. Olsen as attorney-in-fact.(2) *
(22) Power of Attorney of Greg Fourticq dated November 20, 1996 naming
Michael J. Fourticq, Brian P. McDermott and Robert D. Olsen as
attorney-in-fact.(2) *
(23) Power of Attorney of Liberty West Partners dated November 20, 1996,
naming Brian P. McDermott and Robert D. Olsen as attorney-in-fact.(2) *
(24) Power of Attorney of Richard H. Hillman dated November 20, 1996,
naming Michael J. Fourticq, Brian P. McDermott and Robert D. Olsen
as attorney-in-fact.(2) *
(25) Power of Attorney of Robert D. Olsen dated November 20, 1996, naming
Michael J. Fourticq and Brian P. McDermott as attorney-in-fact.(2) *
</TABLE>
- ----------------------
(1) Incorporated herein by reference from the Definitive Proxy Materials of
Leslie's Poolmart filed May 9, 1997.
(2) Incorporated herein by reference from the Schedule 13E-3 filed by Leslie's
Poolmart on March 17, 1997, File No. 5-42108.
(3) Incorporated herein by reference from the Schedule 13E-3 filed by Leslie's
Poolmart on April 29, 1997, File No. 5-42108.
12
