SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE TO
(Rule 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR
SECTION 13(E)(1)OF THE SECURITIES EXCHANGE
ACT OF 1934
(Amendment No. 1)
PLAYCORE, INC.
(Name of Subject Company)
JASDREW ACQUISITION CORP.
PLAYCORE HOLDINGS, INC.
PLAYCORE HOLDINGS, L.L.C.
CHARTWELL INVESTMENTS II LLC
PLAYCORE, INC.#
(Name of Offerors Filing Schedule)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
72811G 10 2
(CUSIP Number of Class of Securities)
Frederic Contino, President and Chief Executive Officer
PlayCore, Inc.
Riverfront Centre, Suite 204
15 West Milwaukee Street
Janesville, Wisconsin 53545
(608) 741-7183
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Benjamin F. Garmer, III Russell W. Parks, Jr.
Foley & Lardner Akin, Gump, Strauss, Hauer & Feld, L.L.P.
777 East Wisconsin Avenue 1333 New Hampshire Avenue, N.W., Suite 400
Milwaukee, Wisconsin 53202-5367 Washington, DC 20036
(414) 271-2400 (202) 887-4000
CALCULATION OF FILING FEE
------------------------------------- -----------------------------------
Transaction
Valuation* Amount of Filing Fee*
------------------------------------- -----------------------------------
$29,022,421 $5,805
------------------------------------- -----------------------------------
* Estimated for purposes of calculating amount of filing fee only. This
amount assumes the purchase of all outstanding shares of common stock (the
"Shares") of PlayCore, Inc. (the "Company") at the tender offer price of
$10.10 per Share, except for Shares that are covered by agreements
(collectively, the "Purchase Agreements") entered into by Jasdrew Acquisition
Corp., PlayCore Holdings, Inc. or the Company pursuant to which the holders
of Shares (or securities convertible into Shares) have agreed not to tender
such Shares (or securities convertible into Shares). As of April 13, 2000,
there were (1) 2,614,399 Shares issued and outstanding that were not covered
by Purchase Agreements, (2) unexercised options not covered by Purchase
Agreements to acquire 121,268 Shares with an exercise price of less than
$10.10 per Share under one of the Company's stock option plans and (3)
outstanding convertible debentures not covered by Purchase Agreements which
were convertible into 137,840 Shares at a conversion price of less than
$10.10 per Share. Based on the foregoing, the transaction value is equal to
the product of (1) the sum of 2,614,399 Shares not covered by Purchase
Agreements, 121,268 Shares subject to options to purchase Shares with an
exercise price of less than $10.10 per Share not covered by Purchase
Agreements, and 137,840 Shares issuable upon conversion of convertible
debentures with a conversion price of less than $10.10 per Share not covered
by Purchase Agreements, and (2) $10.10 per Share. The amount of the filing
fee, calculated in accordance with Section 14(g) and Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of
the value of the transaction.
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|X| 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 Previous Paid: $5,805 Filing Parties: Jasdrew Acquisition Corp.
PlayCore Holdings, Inc.
PlayCore Holdings, L.L.C.
PlayCore, Inc.
Form or
Registration No.: Schedule TO Date Filed: April 20, 2000
|_| 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:
|X| third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|X| going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
# Only PlayCore, Inc. is deemed to be a Rule 13e-3 filing person. Jasdrew
Acquisition Corp., PlayCore Holdings, Inc., PlayCore Holdings, L.L.C.
and Chartwell Investments II LLC are filing persons only for purposes of
Rule 14d-1.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
<PAGE>
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on April 20, 2000
(the "Schedule TO") by PlayCore, Inc., a Delaware corporation (the "Company"),
PlayCore Holdings, L.L.C., a Delaware limited liability company ("Holdings"),
PlayCore Holdings, Inc., a Delaware corporation ("Parent"), and Jasdrew
Acquisition Corp., a Delaware corporation ("Acquisition Company") and, among
other things, adds Chartwell Investments II LLC, a Delaware limited liability
company ("Chartwell"), as an additional bidder. Acquisition Company, Holdings,
Parent, Chartwell and the Company are referred to herein as the "Offerors." The
Schedule TO relates to the offer by the Offerors to purchase all of the
outstanding shares of the Company's common stock, par value $0.01 per share, at
a price of $10.10, net to the seller in cash, without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated April
20, 2000 (the "Offer to Purchase") and in the related Letter of Transmittal (the
"Letter of Transmittal"); which, as each may be amended and supplemented from
time to time, together constitute the "Offer."
ALL ITEMS.
The information incorporated by reference into all Items of the Schedule
TO is amended and supplemented by amending the first three sentences of the
Introduction of the Offer to Purchase in their entirety to add Chartwell as an
additional bidder so that such sentences read in their entirety as follows:
Chartwell Investments II LLC, a Delaware limited liability company
("Chartwell"), PlayCore Holdings, L.L.C., a Delaware limited liability company
("Holdings"), PlayCore Holdings, Inc., a Delaware corporation and wholly-owned
subsidiary of Holdings ("Parent"), Jasdrew Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Parent ("Acquisition Company"), and
PlayCore, Inc., a Delaware corporation (the "Company"), hereby offer to purchase
any and all of the issued and outstanding Shares of common stock, par value
$0.01 per share, of the Company (the "Shares" or "Common Stock"), at a price of
$10.10 per Share, net to the seller in cash (such amount or any greater amount
per Share paid in the Offer being referred to as the "Offer Price"), without
interest thereon on the terms and subject to the conditions set forth in this
Offer to Purchase and in the related Letter of Transmittal (which, as each may
be amended and supplemented from time to time, together constitute the "Offer").
See "THE TENDER OFFER - Conditions to the Offer." For the purposes of this
Offer, Chartwell, Holdings, Parent, Acquisition Company and the Company are
collectively referred to as the "Offerors" and Acquisition Company and the
Company are collectively referred to as the "Purchasers." Holdings, Parent and
Acquisition Company are all newly formed entities which were created by
Chartwell to effect the transactions referred to herein.
ITEMS 3, 8 and 10.
The information incorporated by reference into Items 3, 8 and 10 of the
Schedule TO is amended and supplemented by adding the term "Chartwell" as
appropriate to the section of the Offer to Purchase captioned "The Tender
Offer--Section 8 (Certain Information Concerning Holdings, Parent and
Acquisition Company)" so that such section reads in its entirety as follows:
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<PAGE>
8. Certain Information Concerning Chartwell, Holdings, Parent and
Acquisition Company.
Acquisition Company and Parent are Delaware corporations and Holdings is
a Delaware limited liability company. Each such entity was organized in
connection with the Offer and Merger and has not carried on any significant
activities other than in connection with the Offer and Merger. Until immediately
prior to the time Acquisition Company purchases Shares pursuant to the Offer, it
is not anticipated that any of Acquisition Company, Parent or Holdings will have
any significant assets or liabilities or engage in any significant activities
other those incident to its formation and capitalization and the transactions
contemplated by the Offer and the Merger. Chartwell is a Delaware limited
liability company that is an advisor to, and manager of, private equity funds
which invest in growth financings and buyouts of middle market companies.
The principal offices of Chartwell, Acquisition Company, Parent and
Holdings are located at 717 Fifth Avenue, New York, New York 10022. The
telephone number of Chartwell, Acquisition Company, Parent and Holdings at such
location is (212) 521-5500.
Except as set forth in this Offer to Purchase, neither Chartwell,
Acquisition Company, Parent, Holdings nor, to the best knowledge of Chartwell,
Acquisition Company, Parent and Holdings, any of the persons listed on Schedule
II, or any associate or majority owned subsidiary of any of the foregoing,
beneficially owns or has a right to acquire any Shares, and neither Chartwell,
Acquisition Company, Parent, Holdings nor, to the best of knowledge of
Chartwell, Acquisition Company, Parent and Holdings any of the persons or
entities referred to above, or any of the respective executive officers,
directors or subsidiaries of any of the foregoing, has effected any transaction
in the Shares during the past 60 days.
Except as set forth in this Offer to Purchase, neither Chartwell,
Acquisition Company, Parent nor Holdings has any contracts, arrangements,
understandings or relationships with any other person or entity with respect to
any securities of the Company, including, but not limited to, any contract,
arrangement understanding or relationship concerning the transfer or the voting
of any securities of the Company, joint ventures, loan or option arrangements,
puts or calls, guarantees of loans, guarantees against loss or the giving or
withholding of proxies.
Except as set forth in this Offer to Purchase, neither Chartwell,
Acquisition Company, Parent, Holdings, any of their affiliates, nor, to the best
knowledge of Chartwell, Acquisition Company, Parent and Holdings, any of the
persons listed on Schedule II, has had, since the second fiscal year preceding
the date of this Offer to Purchase, any business relationships or transactions
with the Company or any of its executive officers, directors or affiliates that
would be required to be reported under the rules of the Commission. Except as
set forth in this Offer to Purchase, since the second fiscal year preceding the
date of this Offer to Purchase there have been no contracts, negotiations or
transactions between Chartwell, Acquisition Company, Parent and Holdings, any of
their affiliates or, to the best knowledge of Chartwell, Acquisition Company,
Parent and Holdings, any of the persons listed on Schedule II, and the Company
or its affiliates concerning a merger, consolidation or acquisition, tender
offer or other acquisition of securities, election of directors or a sale or
other transfer of a material amount of assets.
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<PAGE>
During the last five years, neither Chartwell, Acquisition Company,
Parent, Holdings nor, to the best knowledge of Chartwell, Acquisition Company,
Parent and Holdings, any of the persons listed on Schedule II hereto, have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws.
Certain information concerning the directors and executive officers of
Chartwell, Holdings, Parent and Acquisition Company is set forth in Schedule II
hereto.
AVAILABLE INFORMATION. Each of Chartwell, Acquisition Company, Parent
and Holdings is a privately-held company and is generally not the subject of the
information filing requirements of the Exchange Act, and is generally not
required to file reports, proxy statements and other information with the
Commission relating to its businesses, financial condition and other matters.
However, pursuant to Rule 14d-3 under the Exchange Act, Chartwell, Acquisition
Company, Parent and Holdings filed with the Commission a Schedule TO, together
with exhibits, including this Offer to Purchase and the Merger Agreement, which
provides certain additional information with respect to the Offer and regarding
Chartwell, Acquisition Company, Parent and Holdings. The Schedule TO and any
amendments thereto, including exhibits, should be available for inspection and
copies should be obtainable at the public reference facilities of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such information
should also be obtainable (i) by mail, upon payment of the Commission's
customary charges, by writing to the Commission's principal office at 450 Fifth
Street, N.W., Washington, DC. 20549, and at the regional offices of the
Commission located at Seven World Trade Center, Suite 1300, New York, New York
10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and (ii) by accessing the Commission's website on the Internet at
http://www.sec.gov.
* * *
The information incorporated by reference into Items 3, 8 and 10 of the
Schedule TO is amended and supplemented by making the following changes to the
section of the Offer to Purchase captioned "The Tender Offer--Section 7 (Certain
Information Concerning the Company):"
1. The first and last sentences in the third paragraph under the heading
"Financial Projections" are deleted in their entirety.
2. A new paragraph is added to such section immediately following the
table headed "Financing Projections" which reads as follows:
The Financing Projections reflect less optimistic projected
financial performance for the Company for fiscal years 2000-2002 than the
Management Projections. The Financing Projections were prepared
approximately five months after the Management Projections. During this
time, the Company failed to meet its fiscal year 1999 fourth quarter
projections, and the Company's management took such failure into account
when preparing the Financing Projections.
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<PAGE>
ITEMS 4, 6, 7 and 11.
The information incorporated by reference into Items 4, 6, 7 and 11 of the
Schedule TO is amended and supplemented by adding a new sentence to the end of
the paragraph under the heading "Capital Contributions" in the section of the
Offer to Purchase captioned "Special Factors--Section 9 (Financing of the
Transaction)" which reads as follows:
The executive officers of the Company will provide a portion of such
equity as follows: Frederic Contino ($500,000); David Hammelman ($120,000);
Richard Ruegger ($110,000); Robert Farnsworth ($75,000); John Caldwell
($65,000); and Thomas van der Muelen ($55,000). The total amount invested in
Holdings by the Company's executive officers constitutes less than 1.3% of
Holdings' equity capitalization.
ITEMS 4 and 7.
The information incorporated by reference into Items 4 and 7 of the
Schedule TO is amended and supplemented by making the following changes to the
section of the Offer to Purchase captioned "The Tender Offer--Section 11
(Conditions to the Offer):"
1. Clause (e) of the first paragraph of such section is amended in its
entirety to read as follows:
(e) at any time on or after the date of the Merger Agreement and or
before the expiration date of the Offer, any of the following events shall
occur:
2. The first sentence of the last paragraph in such section is amended in
its entirety to read as follows:
The foregoing conditions are for the sole benefit of the Purchasers,
and, subject to the provisions of the Merger Agreement, may be waived at
any time on or before the expiration date of the Offer.
ITEM 5.
The information incorporated by reference into Item 5 to the Schedule TO
is amended and supplemented by making the following changes to the section of
the Offer to Purchase captioned "Special Factors--Section 1 (Background of the
Transaction; Contacts with the Company):"
1. The last sentence of the fourth paragraph of such section is amended in
its entirety to read as follows:
Mr. Maier also noted that the Company's current capital structure
would make it difficult to consummate potential acquisitions since the
Company was already highly leveraged and would most likely not be able to
incur additional indebtedness to fund acquisitions.
2. A new sentence is added to the ninth paragraph of such section
immediately after the first sentence of such paragraph to read as follows:
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The enterprise transaction values included in these proposals ranged
from a low of $150 million to $165 million and a high of $200 million to
$220 million.
3. The second sentence of the ninth paragraph of such section is amended
in its entirety to read as follows:
James Frawley from DLJ reviewed the proposals and indicated that two
of the interested parties withdrew from the auction after submission of
their proposals, but before the board meeting, leaving six (6) interested
parties.
4. A new sentence is added to the ninth paragraph of such section
immediately prior to the last sentence of such paragraph to read as follows:
The four (4) interested parties so recommended were the highest
proposals based on enterprise transaction value.
ITEM 11.
Item 11 is amended and supplemented by adding the following:
The Company was informed on May 4, 2000 that, on April 17, 2000, a
purported class action was filed in the Circuit Court of the State of Wisconsin
for Rock County by Merwin Hansen (Case No. 00CV398), a stockholder of the
Company (the "Action"). The complaint evidencing the Action (the "Complaint")
names the Company and the directors of the Company as defendants (the
"Defendants") and alleges, among other things, that (1) the Company's directors
breached their respective fiduciary duties by engaging in self-dealing, failing
to take steps to maximize the value of the Company, including avoiding
competitive bidding, and ignoring or failing to protect against conflicts of
interest of the directors and management of the Company and (2) the proposed
purchase price for the Company's common stock does not represent the true value
of the Company and its future prospects. The Complaint requests that the Circuit
Court, among other things, declare that the Action is a proper class action,
enjoin the Offer or rescind the Offer to the extent completed, and award
compensatory monetary damages, including reasonable attorneys' and experts'
fees. Neither the Company, nor to the Company's knowledge any of its directors,
have been served with the Complaint.
The Offerors believe the Action to be without merit and the Defendants
intend to vigorously contest all allegations set forth in the Complaint. There
can be no assurances, however, with regard to the outcome of the Action or to
the impact that an adverse result would have on the Offerors' ability to
consummate the Offer.
ITEM 12.
The additional exhibits listed in the accompanying Exhibit Index are
hereby added to the exhibits referenced in Item 12 of the Schedule TO.
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<PAGE>
ITEM 13.
The information in this Amendment No. 1 is generally incorporated by
reference with respect to Item 13 of the Schedule TO to the extent responsive to
or required by Schedule 13E-3. Without limiting the foregoing, the information
incorporated by reference into Item 13 of the Schedule TO is supplemented and
amended by making the following changes to the section of the Offer to Purchase
captioned "Special Factors--Section 2 (Recommendation of the Board of Directors
of the Company; Fairness of the Offer and the Merger):"
1. The following sentence is added to the end of item (xiii) of such
section to read as follows:
These financial projections supported a determination by the Board
that the Offer Price was fair by allowing the Board to assess whether the
Offer Price adequately valued the expected future financial performance of
the Company.
2. The following sentence is added to the end of item (xiv) of such
section to read as follows:
These factors supported a determination by the Board that the Offer
Price was fair by allowing the Board to assess whether the Offer Price
adequately valued the current operations and financial performance of the
Company and the expected future financial performance of the Company.
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<PAGE>
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: May 11, 2000 PlayCore, Inc.
By: /s/ Richard E. Ruegger
-------------------------------
Richard E. Ruegger
Chief Financial Officer
Jasdrew Acquisition Corp.
By: /s/ Michael S. Shein
-------------------------------
Michael S. Shein
Vice President
PlayCore Holdings, Inc.
By: /s/ Michael S. Shein
-------------------------------
Michael S. Shein
Vice President
PlayCore Holdings, L.L.C.
By: /s/ Michael S. Shein
-------------------------------
Michael S. Shein
Manager
Chartwell Investments II LLC
By: /s/ Michael S. Shein
-------------------------------
Michael S. Shein
Managing Director
-8-
<PAGE>
EXHIBIT INDEX
(a) (5) (viii) Press Release of the Company dated May 11, 2000.
PlayCore, Inc.
Riverfront Center,
Suite 204
15 West Milwaukee Street
Janesville, WI 53545
AT THE COMPANY: THE FINANCIAL RELATIONS BOARD:
Richard Ruegger General Inquiries
VP Finance/CFO Jeff Wilhoit
(608) 741-7183 (312) 266-7800
FOR IMMEDIATE RELEASE
MAY 11, 2000
PLAYCORE, INC. REPORTS FIRST QUARTER RESULTS
Janesville, Wis., May 11, 2000 -- PlayCore, Inc. (AMEX: PCO), a leading
commercial and consumer playground equipment and backyard products company,
today announced results for the first quarter ended March 31, 2000.
Net sales for the first quarter increased 22.4 percent to $38,511,000 compared
to net sales of $31,473,000 in the same period one year ago. Operating income
totaled $1,490,000 in the quarter, versus operating income of $2,542,000 in the
same period a year ago. Net loss in the first quarter totaled $716,000, or $0.09
per share, versus net income of $292,000 or $0.03 per diluted share, in the
first quarter of 1999.
On a pro forma basis, net sales for the first quarter increased 8.5 percent to
$38,511,000 compared to pro forma net sales of $35,490,000 in the same period
one year ago. Operating income totaled $1,490,000 in the quarter, versus pro
forma operating income of $359,000 in the same period a year ago. Net loss in
the first quarter totaled $716,000, or $0.09 per share, versus a pro forma net
loss of $951,000 or $0.12 per diluted share, in the first quarter of 1999.
Pro forma results for the first quarter of 1999 reflect operating data for
Heartland Industries for the period January 1, 1999 to February 15, 1999.
PlayCore completed the acquisition of Heartland Industries on February 16, 1999.
On April 14, 2000, the Company announced that it had entered into a definitive
agreement and plan of merger with an affiliate of Chartwell Investments II LLC
providing for the acquisition of all of the outstanding shares of PlayCore, Inc.
for $10.10 per share in cash. The tender offer for the common stock of PlayCore
was initiated on April 20, 2000 and is expected to close on May 18, 2000.
More...
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PlayCore, Inc.
Add -1
The Company also announced today that a complaint was filed in Rock County,
Wisconsin state court against the Company and its board of directors. The
Company was informed on May 4, 2000 that a complaint was filed on April 17,
2000, three days after the public announcement that the Company had entered into
a definitive agreement and plan of merger with a newly-formed affiliate of
Chartwell Investments II LLC. The complaint was filed as a purported class
action on behalf of holders of Company common stock. The complaint alleges that
the Company's board of directors, by entering into the agreement and plan of
merger with the Chartwell entity, violated its fiduciary duties to Company
stockholders. Neither the Company nor, to the Company's knowledge, any of its
directors have been served with the complaint. The Company believes that the
plaintiff's claims are without merit, and intends to defend the action
vigorously.
PlayCore, Inc. is a leading playground equipment and backyard products company
with three principal operating units: commercial play, consumer play and
backyard wooden storage buildings. GameTime, PlayCore's commercial products
company, is one of the largest manufacturers and marketers of modular and custom
commercial outdoor and indoor playground equipment in the world. Swing-N-Slide,
PlayCore's consumer products company, is the market leader in the U.S. for
do-it-yourself wooden playground equipment. Heartland Industries is a leading
manufacturer and marketer of installed backyard wooden storage buildings and
premium consumer playground systems.
Certain matters discussed herein are "forward-looking statements". These
forward-looking statements can generally be identified as such because the
context of the statement will include words such as the Company "believes,"
"anticipates," "expects" or words of similar import. Similarly, statements that
describe the Company's future plans, objectives or goals are forward-looking
statements. Such forward-looking statements are subject to certain risks and
uncertainties which are described in close proximity to such statements and
which could cause actual results to differ materially from those currently
anticipated. The forward-looking statements made herein are only made as of the
date of this report and the Company undertakes no obligation to publicly update
such forward-looking statements to reflect subsequent events or circumstances.
To receive PlayCore's latest news release and other corporate
documents, free of charge via fax, simply dial
1-800-PRO-INFO. Use company code PCO.
Tables to follow...
