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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Swing-N-Slide Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
870775103
(CUSIP Number)
State Treasurer of the State of Michigan, as Custodian of the Michigan
Public School Employees' Retirement System, State Employees' Retirement
System, Michigan State Police Retirement System and Michigan Judges'
Retirement System, P.O. Box 15128, Lansing, Michigan 48901 (517) 373-4330
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 26, 1996 (voluntary)
(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 Rule 13d-1(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with the statement [_].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that Section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
CUSIP No. 870775103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
State Treasurer of the State of Michigan, as Custodian of the
Michigan Public School Employees' Retirement System, State
Employees' Retirement System, Michigan State Police Retirement
System and Michigan Judges' Retirement System.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
1,708,825
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,708,825
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,708,825
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.75%
14 TYPE OF REPORTING PERSON*
EP, OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.01 par value, of
Swing-N-Slide Corp., a Delaware corporation (the "Company"). The address
of the Company's principal executive offices as 1212 Barberry Drive,
Janesville, WI 53545.
Item 2. Identity and Background.
This statement is filed by the State Treasurer of the State of
Michigan ("State Treasurer"), as Custodian of the Michigan Public School
Employees' Retirement System, State Employees' Retirement System, Michigan
State Police Retirement System and Michigan Judges' Retirement System (the
"Retirement System"). The Retirement System constitutes a "governmental
plan" as defined in the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), and a State, a political subdivision of a State, or
any agency, authority or instrumentality of one of the foregoing. The
address of the State Treasurer and Retirement System is P.O. Box 15128,
Lansing, Michigan 48901.
During the last five years neither the State Treasurer nor the
Retirement System has been convicted in a criminal proceeding. During the
last five years, neither the State Treasurer nor the Retirement System has
been 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 activities
subject to, federal or state securities laws or a finding of any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the terms of the Operating Agreement dated
February 15, 1996 among the State Treasurer and the other Members (as such
term is defined therein) named therein, as amended (the "Operating
Agreement"), on February 15, 1996, the State Treasurer purchased 11,000
Units (as such term is defined in the Operating Agreement) of GreenGrass
Capital LLC, a Delaware limited liability company ("GreenGrass Capital").
GreenGrass Capital is a general partner of GreenGrass Holdings, a Delaware
general partnership ("GreenGrass Holdings"). In making these purchases,
the State Treasurer used funds of the Retirement System.
Pursuant to the terms of the Transaction Agreement between the
Company and GreenGrass Holdings dated January 4, 1996 (the "Transaction
Agreement"), GreenGrass Holdings made the following purchases of the
Company's securities:
(a) On February 15, 1996, GreenGrass Holdings completed a
cash tender offer for 3,587,464 shares of the Common Stock at a
price of $6.50 per share;
(b) On February 15, 1996, GreenGrass Holdings purchased
$4,300,000 principal amount of the Company's 10% Convertible
Debentures due 2004 (the "Debentures"); and
(c) On April 26, 1996, GreenGrass Holdings purchased at
par $700,000 principal amount of Debentures.
Each of GreenGrass Holdings and GreenGrass Capital is a
newly-organized entity formed for the purpose of making the cash tender
offer for the Company's Common Stock described above and effecting the
other transactions contemplated by the Transaction Agreement.
Item 4. Purpose of Transaction.
The State Treasurer has acquired the Retirement System's
interest in GreenGrass Capital in the ordinary course of business solely
for investment purposes.
The State Treasurer and the other Members listed therein are
parties to the Operating Agreement pursuant to which the State Treasurer
purchased the Retirement System's interest in GreenGrass Capital. The
Operating Agreement provides, among other terms, that there will be three
managers of GreenGrass Capital, one of whom is to be the State Treasurer.
The Operating Agreement also provides that, under certain circumstances,
(i) if the holders of equity units in GreenGrass Capital representing
indirectly a majority of the Common Stock of the Company sell their equity
units to a third party, all holders must agree to sell their units on the
same terms and conditions; and (ii) if holders of equity units in
GreenGrass Capital representing indirectly 5% or more of the Common Stock
of the Company sell their equity units to a third party, all other holders
will be afforded the opportunity to join such sale on the same terms and
conditions. In connection with a permitted sale of equity units in
GreenGrass Capital, in lieu of selling units, holders may require
GreenGrass Capital to redeem their units in exchange for shares of the
Company's Common Stock owned by GreenGrass Holdings. Pursuant to the
Operating Agreement, GreenGrass Capital has also assigned to the State
Treasurer one demand registration right for the shares of the Company's
Common Stock held by GreenGrass Capital. The State Treasurer is also
entitled to certain piggyback registration rights pursuant to the
Operating Agreement.
Pursuant to the terms of the Transaction Agreement, GreenGrass
Holdings has the right to designate five members to the board of directors
of the Company. Pursuant to the Operating Agreement, GreenGrass Capital
has agreed that one of such designees shall be designated by the State
Treasurer. Pursuant thereto, Caroline L. Williams has been so designated
by the State Treasurer, and made a member of the board of directors of the
Company.
Except as described above and as may be provided in the
Operating Agreement, neither the State Treasurer nor the Retirement System
has any plans or proposals (other than as may be provided in the
agreements described above) which relate to or would result in:
(a) the acquisition by any person of additional securities
of the Company or the disposition of securities of the Company,
except that the State Treasurer may from time to time and in
furtherance of its investment programs effect a sale of its
interest in GreenGrass Capital and/or the securities of the
Company indirectly affected thereby;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or
any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of
the Company or any of its subsidiaries;
(d) any change in the present board of directors or
management of the Company (except as may be provided in the
Company's charter or by-laws), including any plans or proposals
to change the number or term of directors or to fill any
existing vacancies on the board;
(e) any material change in the present capitalization or
dividend policy of the Company;
(f) any other material change in the Company's business or
corporate structure;
(g) any change in the Company's charger or by-laws;
(h) causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
The State Treasurer as Custodian of the Retirement System
directly owns 11,000 equity units of GreenGrass Capital, which represents
approximately 37.9% of the outstanding equity units of GreenGrass Capital.
GreenGrass Capital owns approximately 97.4% of the total capital
of GreenGrass Holdings.
GreenGrass Holdings owns directly:
(a) $5,000,000 principal amount of the Debentures, and
(b) 3,587,464 shares of Common Stock of the Company.
As a result of such holdings, the State Treasurer as Custodian of the
Retirement System could be deemed to indirectly beneficially own
approximately 1,708,825 shares of the Company's Common Stock, subject to
adjustment, which would constitute approximately 26.75% of the outstanding
shares of the Company's Common Stock.
The power to vote, to convert, to dispose of, or to direct the
voting, conversion or disposal of, any equity units of GreenGrass Capital
held by the State Treasurer as Custodian of the Retirement System (or any
securities of the Company that may be obtained by the State Treasurer as
Custodian of the Retirement System in respect thereof) is vested in the
State Treasurer subject to:
(a) the review and recommendations of an investment
advisory committee (consisting of the directors of two state
departments and three members appointed by the Governor of the
State of Michigan with the advice and consent of the senate);
(b) the right of a majority of the committee to direct the
disposition of a holding; and
(c) the right of the committee, by unanimous vote, to
direct the State Treasurer to make specific investments.
No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, the securities covered by this Statement, except as noted herein.
During the sixty days preceding the filing of this Schedule, no
transactions in the class of securities reported were effected by any
persons reporting on this Statement, except as noted in Item 3.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Neither the State Treasurer nor the Retirement System is party
to any other contract, arrangement, understanding or relationship
specifically relating to any securities of the Company other than (i) the
Operating Agreement and (ii) the Investment Agreement dated as of February
15, 1996 among GreenGrass Capital, the State Treasurer and the other
Investors named therein (the "Investment Agreement"), which sets forth
certain rights and obligations of the parties thereto with respect to
their investment in GreenGrass Capital.
The State Treasurer and the other Members listed therein are
parties to the Operating Agreement pursuant to which the State Treasurer
purchased the Retirement System's interest in GreenGrass Capital. The
Operating Agreement provides, among other terms, that there will be three
managers of GreenGrass Capital, one of whom is to be the State Treasurer.
The Operating Agreement also provides that, under certain circumstances,
(i) if the holders of equity units in GreenGrass Capital representing
indirectly a majority of the Common Stock of the Company sell their equity
units to a third party, all holders must agree to sell their units on the
same terms and conditions and (ii) if holders of equity units in
GreenGrass Capital representing indirectly 5% or more of the Common Stock
of the Company sell their equity units to a third party, all other holders
will be afforded the opportunity to join such sale on the same terms and
conditions. In connection with a permitted sale of equity units in
GreenGrass Capital, in lieu of selling units, holders may require
GreenGrass Capital to redeem their units in exchange for shares of the
Company's Common Stock owned by GreenGrass Holdings. Pursuant to the
Operating Agreement, GreenGrass Capital has also assigned to the State
Treasurer one demand registration right for the shares of the Company's
Common Stock held by GreenGrass Capital. The State Treasurer is also
entitled to certain piggyback registration rights pursuant to the
Operating Agreement.
Pursuant to the terms of the Transaction Agreement, GreenGrass
Holdings has the right to designate five members to the board of directors
of the Company. Pursuant to the Operating Agreement, GreenGrass Capital
has agreed that one of such designees shall be designated by the State
Treasurer. Pursuant thereto, Caroline L. Williams has been so designated
by the State Treasurer, and made a member of the board of directors of the
Company.
Item 7. Material to be Filed as Exhibits.
1. Operating Agreement, dated February 15, 1996 among
GreenGrass Capital, the State Treasurer and the other Members listed
therein, as amended, filed with the Securities and Exchange Commission as
Exhibit C-13 to the Schedule 14D-1, as amended, filed by GreenGrass
Holdings, GreenGrass Capital and GreenGrass Management LLC on January 11,
1996.
2. Investment Agreement, dated February 15, 1996 among
GreenGrass Capital, the State Treasurer and the other Members listed
therein, as amended, filed with the Securities and Exchange Commission as
Exhibit C-12 to the Schedule 14D-1, as amended, filed by GreenGrass
Holdings, GreenGrass Capital and GreenGrass Management LLC on January 11,
1996.
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: May 13, 1996
On Behalf of the State Treasurer of the State of
Michigan, as Custodian of the Michigan Public
School Employees' Retirement System, State
Employees' Retirement System, Michigan State
Police Retirement System and Michigan Judges'
Retirement System.
By: /s/ Paul E. Rice
Paul E. Rice, Administrator
